COPT Defense Properties filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CDP
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 9, 2024
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the 2024 Annual Meeting of Shareholders held on May 9, 2024, the shareholders of COPT Defense Properties (the “Company”) approved an amendment to the Company's 2017 Omnibus Equity and Incentive Plan (the “Plan Amendment”) to increase the number of shares reserved for issuance thereunder by 3,500,000 shares. A description of the material terms of the Plan Amendment can be found in the Definitive Proxy Statement on Schedule 14A filed by the Company on March 28, 2024, as amended on April 5, 2024, in the section entitled “Proposal 3—Approval of an Amendment to our 2017 Omnibus Equity and Incentive Plan,” in the subsection entitled “Summary of the 2017 Plan,” and is incorporated by reference into this Form 8-K.
The foregoing summary is qualified in its entirety by reference to the Plan Amendment, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 9, 2024, the Company held its 2024 Annual Meeting of Shareholders. At such meeting, the shareholders voted on proposals relating to:
•the election of nine trustees, each for a one-year term;
•an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 28, 2024;
•approval of the Plan Amendment; and
•the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’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
| Name of Nominee | Shares For | Shares Against | Shares Withheld | Broker Non-Votes | ||||||||||||||||||||||
| Robert L. Denton, Sr. | 94,927,207 | 6,665,896 | 63,319 | 3,074,898 | ||||||||||||||||||||||
| Thomas F. Brady | 96,104,393 | 5,488,710 | 63,319 | 3,074,898 | ||||||||||||||||||||||
| Stephen E. Budorick | 100,713,917 | 878,757 | 63,748 | 3,074,898 | ||||||||||||||||||||||
| Philip L. Hawkins | 100,149,703 | 1,443,400 | 63,319 | 3,074,898 | ||||||||||||||||||||||
| Letitia A. Long | 99,748,894 | 1,860,432 | 47,096 | 3,074,898 | ||||||||||||||||||||||
| Essye B. Miller | 100,468,067 | 1,143,427 | 44,928 | 3,074,898 | ||||||||||||||||||||||
| Raymond L. Owens | 100,855,116 | 756,580 | 44,726 | 3,074,898 | ||||||||||||||||||||||
| C. Taylor Pickett | 99,853,230 | 1,739,403 | 63,789 | 3,074,898 | ||||||||||||||||||||||
| Lisa G. Trimberger | 100,300,085 | 1,311,709 | 44,628 | 3,074,898 | ||||||||||||||||||||||
| Votes Cast | Broker Non-Votes | |||||||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||||||||
| Proposal 2: Advisory Vote to Approve Compensation of Named Executive Officers | 98,471,427 | 3,125,440 | 59,555 | 3,074,898 | ||||||||||||||||||||||
| Votes Cast | Broker Non-Votes | |||||||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||||||||
| Proposal 3: Approval of an Amendment to the Company's 2017 Omnibus Equity and Incentive Plan to Increase the Number of Shares Reserved for Issuance thereunder by 3,500,000 Shares | 95,887,499 | 5,695,266 | 73,657 | 3,074,898 | ||||||||||||||||||||||
| Votes Cast | Broker Non-Votes | |||||||||||||||||||||||||
| For | Against | Abstain | ||||||||||||||||||||||||
| Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year | 98,979,403 | 5,707,404 | 44,513 | N/A | ||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit Title | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| COPT DEFENSE PROPERTIES | |||||
| /s/ Anthony Mifsud | |||||
| Anthony Mifsud | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: | May 14, 2024 | ||||