UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) May 13, 2010

 

CORPORATE OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

 

 

6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal executive offices)

 

(443) 285-5400
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

At the 2010 Annual Meeting of Shareholders held on May 13, 2010, the shareholders of Corporate Office Properties Trust (the “Registrant”) approved the Corporate Office Properties Trust Amended and Restated 2008 Omnibus Equity and Incentive Plan (the “Plan”), under which the Registrant may issue equity-based awards to officers, employees, non-employee trustees and any other key persons of the Registrant and its subsidiaries.  The Plan provides for a maximum of 5,900,000 shares of the Registrant’s common shares of beneficial interest, of which 3,000,000 were added pursuant to the recently approved amendment and restatement, to be issued in the form of share options, share appreciation rights, deferred share awards, restricted share awards, unrestricted share awards, performance shares, dividend equivalent rights and other equity-based awards and for the granting of cash-based awards.  A description of the material terms of the Plan can be found in the section of the Definitive Proxy Statement on Schedule 14A filed by the Registrant on March 30, 2010 entitled “Proposal 2—Approval of the Amended and Restated 2008 Omnibus Equity and Incentive Plan,” in the subsection entitled “Summary of the Amended and Restated 2008 Plan,” and is incorporated by reference into this Form 8-K.

 

The foregoing summary is qualified in its entirety by reference to the Plan, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 13, 2010, the Registrant amended Article VI, Section 6.1 of its Amended and Restated Declaration of Trust to increase the number of common shares of beneficial interest authorized to be issued from 75,000,000 to 125,000,000.

 

The foregoing summary is qualified in its entirety by reference to the amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

 

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Item 5.07            Submission of Matters to a Vote of Security Holders

 

On May 13, 2010, the Registrant held its Annual Meeting of Shareholders.  At such meeting, the shareholders voted on the election of eleven trustees, each for a one-year term, approval of the Registrant’s Amended and Restated 2008 Omnibus Equity and Incentive Plan and the ratification of the appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the current fiscal year.  The voting results at the meeting were as follows:

 

Proposal 1: Election of Trustees

 

				Shares
Name of Nominee		Share For		Withheld		Shares Abstain		Non-Votes
Jay H. Shidler		48,268,704		914,864		—		2,621,769
Clay W. Hamlin, III		48,363,626		819,942		—		2,621,769
Thomas F. Brady		46,867,150		2,316,418		—		2,621,769
Robert L. Denton		48,324,235		859,333		—		2,621,769
Douglas M. Firstenberg		47,011,926		2,171,642		—		2,621,769
Randall M. Griffin		48,595,596		587,972		—		2,621,769
David M. Jacobstein		48,698,749		484,819		—		2,621,769
Steven D. Kesler		48,599,406		584,162		—		2,621,769
Kenneth S. Sweet, Jr.		46,714,249		2,469,319		—		2,621,769
Richard Szafranski		48,416,563		767,005		—		2,621,769
Kenneth D. Wethe		48,546,100		637,468		—		2,621,769

 

		Votes Cast						Broker
		For		Against		Abstain		Non-votes
Proposal 2: Approval of the Amended and Restated 2008 Omnibus Equity and Incentive Plan		38,234,899		10,515,015		433,653		2,621,769
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year		51,014,202		384,146		406,988		—

 

Item 9.01          Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exhibit No.		Description
3.1		Articles of Amendment of Amended and Restated Declaration of Trust
99.1		Corporate Office Properties Trust Amended and Restated 2008 Omnibus Equity and Incentive Plan (1)

 

(1)          Incorporated herein by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Corporate Office Properties Trust on March 30, 2010.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  May 19, 2010

 

	CORPORATE OFFICE PROPERTIES TRUST
	By:	/s/ Stephen E. Riffee
	Name:	Stephen E. Riffee
	Title:	Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Articles of Amendment of Amended and Restated Declaration of Trust
99.1		Corporate Office Properties Trust Amended and Restated 2008 Omnibus Equity and Incentive Plan (1)

 

(1)          Incorporated herein by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Corporate Office Properties Trust on March 30, 2010.

 

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