0000860546-17-000037.txt : 20170829 0000860546-17-000037.hdr.sgml : 20170829 20170829162344 ACCESSION NUMBER: 0000860546-17-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170823 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170829 DATE AS OF CHANGE: 20170829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE OFFICE PROPERTIES TRUST CENTRAL INDEX KEY: 0000860546 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232947217 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14023 FILM NUMBER: 171058239 BUSINESS ADDRESS: STREET 1: 6711 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 300 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4432855400 MAIL ADDRESS: STREET 1: 6711 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 300 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE OFFICE PROPERTIES TRUST INC DATE OF NAME CHANGE: 19980105 FORMER COMPANY: FORMER CONFORMED NAME: ROYALE INVESTMENTS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ROYALE REIT INC DATE OF NAME CHANGE: 19600201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Corporate Office Properties, L.P. CENTRAL INDEX KEY: 0001577966 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232930022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-189188 FILM NUMBER: 171058240 BUSINESS ADDRESS: STREET 1: 6711 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 300 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 443-285-5400 MAIL ADDRESS: STREET 1: 6711 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 300 CITY: COLUMBIA STATE: MD ZIP: 21046 8-K 1 a8-kdtd82317trusteeadditio.htm 8-K Document


 
 
 
 
 
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) August 23, 2017
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
Corporate Office Properties Trust
 
Maryland
 
1-14023
 
23-2947217
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)
 
 
 
 
 
 
 
Corporate Office Properties, L.P.
 
Delaware
 
333-189188
 
23-2930022
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company (Corporate Office Properties Trust) o
Emerging Growth Company (Corporate Office Properties, L.P.) o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Corporate Office Properties Trust o
Corporate Office Properties, L.P. o
 
 
 
 
 





Item 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On August 23, 2017, the Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Registrant”) approved an increase in the Board’s size from nine members to ten members, and also elected Lisa G. Trimberger, age 56, to the Board effective October 1, 2017. The term of this Trustee will expire at the Registrant’s next annual shareholder meeting. The Registrant expects that Ms. Trimberger will be nominated to stand for re-election at that time. Upon joining the Board, she will serve on the Board’s Audit Committee. Effective upon joining the Board, Ms. Trimberger becomes eligible to receive the standard compensation provided by the Registrant to its other non-employee Trustees, as most recently disclosed in the Registrant’s proxy statement for its 2017 annual meeting of shareholders.

Ms. Trimberger has served since May 2014 as a Managing Member of Mack Capital Investments LLC, a private investment business identifying, evaluating, negotiating and managing investments in businesses involved in a variety of industries, including real estate. Ms. Trimberger retired from Deloitte & Touche LLP in 2014 after a 31-year tenure, serving as a Partner from 1996 to 2014.

Item 9.01.             Financial Statements and Exhibits
 
(a)
Financial Statements of Businesses Acquired
 
 
 
None
 
 
(b)
Pro Forma Financial Information
 
 
 
None
 
 
(c)
Shell Company Transactions
 
 
 
None
 
 
(d)
Exhibits
 
Exhibit Number
 
Exhibit Title
 





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CORPORATE OFFICE PROPERTIES TRUST
 
CORPORATE OFFICE PROPERTIES, L.P.
 
 
 
By: Corporate Office Properties Trust,
 
 
 
its General Partner
 
 
 
 
 
 
 
 
 
/s/ Anthony Mifsud
 
/s/ Anthony Mifsud
 
Anthony Mifsud
 
Anthony Mifsud
 
Executive Vice President and Chief Financial Officer
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Dated:
August 29, 2017
Dated:
August 29, 2017






EXHIBIT INDEX
 
Exhibit Number
 
Exhibit Title
 




EX-99.1 2 pressrelease-082917.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1
logo2dtd021015a01a05.jpg
6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
Telephone 443-285-5400
Facsimile 443-285-7650
www.copt.com
NYSE: OFC
 
 
 
NEWS RELEASE
 
 
 
FOR IMMEDIATE RELEASE
IR Contacts:
 
 
Stephanie Kelly
Michelle Layne
 
443-285-5453
443-285-5452
 
stephanie.kelly@copt.com
michelle.layne@copt.com


COPT ELECTS LISA G. TRIMBERGER TO BOARD OF TRUSTEES

COLUMBIA, MD August 29, 2017-Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced that its Board of Trustees has elected Lisa G. Trimberger to serve on the Company’s Board, effective October 1, 2017.

“We are pleased to welcome such an experienced and highly-regarded professional to COPT’s Board of Trustees,” stated Thomas F. Brady, Chairman of the Board of Trustees for COPT. “Ms. Trimberger will be a valuable addition to the Board. We believe her financial knowledge and experience in real estate will help the Company grow and we look forward to her contributions,” he stated.

Since 2014, Ms. Trimberger has been a Managing Member of Mack Capital Investments LLC, a private investment business identifying, evaluating, negotiating and managing investments in businesses involved in a variety of industries, including real estate. Ms. Trimberger retired from Deloitte & Touche LLP in 2014 after a 31-year tenure. From 1996 to 2014, Ms. Trimberger was Partner at Deloitte & Touche LLP where she also held a series of leadership positions. She received her bachelor’s degree in accounting from St. Cloud State University in Minnesota. Ms. Trimberger is a Certified Public Accountant, a member of the National Association of Corporate Directors and National Association of Real Estate Investment Trusts and completed the Women’s Director Development Executive Program at J.L. Kellogg School of Management, Northwestern University.

Company Information
COPT is an office REIT that owns, manages, develops and selectively acquires office and data center properties in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban/urban-like submarkets within its regional footprint with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of June 30, 2017, the Company derived 87% of core portfolio annualized revenue from Defense/IT Locations and 13% from its Regional Office Properties. As of June 30, 2017, and including six buildings that are owned through an unconsolidated joint venture, its core portfolio of 153 office properties, encompassed 16.6 million square feet and was 94.8% leased. As of the same date, it also owned one wholesale data center with a critical load of 19.25 megawatts.






Forward-Looking Information
This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Accordingly, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements.

Important factors that may affect these expectations, estimates, and projections include, but are not limited to:
*
general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values;
*
adverse changes in the real estate markets including, among other things, increased competition with other companies;
*
governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases, and/or a curtailment of demand for additional space by the Company's strategic customers;
*
the Company’s ability to borrow on favorable terms;
*
risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;
*
risks of investing through joint venture structures, including risks that the Company’s joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with the Company’s objectives;
*
changes in the Company’s plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;
*
the Company’s ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships;
*
the Company's ability to achieve projected results;
*
the dilutive effects of issuing additional common shares; and
*
environmental requirements.

The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Company’s filings with the Securities and Exchange Commission, particularly the section entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.


GRAPHIC 3 logo2dtd021015a01a05.jpg begin 644 logo2dtd021015a01a05.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# H'!P@'!@H(" @+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H " $! _ .H\:?%2U\&ZX-+FTJ6Z8PK+YB2A1R2,8Q[5S_\ PT!8 M?]"_F*[^N7\2?$#1_#MVFG!9M0U23A+&S7?)GMGT_G[5!#XA\;7$?G)X(BB0 M\JDVJ(KD?3;P:GT[QJT^MVVB:IH.H:7?7.[R_-"O$VU2QQ(#@]*9JWQ LK35 MSHFD65QK>JC[]O:8VQ?[[GA?Z=Z)-=\9V\7GR^#H)4'+1V^IJT@'L"@!/L#5 MOPSXUT?Q3YD-H\D%[!Q-97*[)8\=>.XSZ51\?^.)? ]K:70TU;V*Y=HS^^V% M6 S_ '3D8S4#>+?%T>G)J1\$K-;-&)?]'U%7?:1G.W;D\=A2Z;\1H_$>C_:/ M#>F27VH+,LEP:E8^#[=[:X7=&S:HJDC..FSBNGT2]O=0TN.XU'3CIUT6=9+ M=5>T2ULK[6;6UU&[^QVDL@66?\ MYYKZUZ#\,K.PL/B]):Z9>_;;.*&417&/]8-HY_.O6?'OB&3PQX.OM3@Q]H51 M'!D9P[' /X=?PKF/@WX006\F.8V8'+#T(7=S[U%\)O#T.C>#+:\* WFI+]HFE/WB# M]T9] /U)KMZ\>^,-G)XU*(82[D$H'INCSBO4]!_Y%[3?^O2+_P! %>2>!U7_ (7KK']F?\>8-QYF MS[N,C]-^*ZSXU?\ ).YO^OF+^=:WPU_Y)UHO_7O_ .S&NHKYZ^.7_(^I_P!> M4?\ -J\],$PA$QB?RB2.9@/[H.#^6<_ MA4OPFU.'4?A[IZ1,-]IN@E7^Z021^8(/XUV=>=?&_39;WP.EU$I;[%=+(X'9 M2"I/YD5T7P]U"+4O 6CS1,#LMEA<#LR?*1^E='7E'Q\O(UT/2K $&66Y:4*. MN%7'\V%9'Q.T^72OA?X5L9P1-#M60'LWEY(_ UZ6FE7^J^%].M[;69M.A>RB M60P1*9"-@SAC]W\!4_A?P=HWA&U>'2X&#RX\V>5MTDF/4_T'%<[\:O\ DGK\2[_6=+U6;PY-]HTI0 MMOMM2%P/[PSS6WX!TGQ7-\3Y/$&O://:_:(I/,D,11 VT #]*]CFACN(7@F1 M9(I%*NC#(8'@@UY4/!WBCX=Z[-J7@^,:GI5P[X<#TYZX[$<^H-=3:?$' MSE"77A3Q%;7'0QBP9QGV8?\ UJU(;F\U^)[>ZT)[73ID*2B^9?,D4C! 12N7WFV1P)X#Z@'J<<<=<#I70/\0=\6VT\*^( MIKH](7L3& ?=SP![\UE:/X(U77O$Z^*_&GE"6+'V/38VW) !R-QZ'!YQW/)] M*J_&W3M0U;2=,M=-L+J\E6=I&$$+.%7;CD@<,W_@3+_\51_PCFE_\\9O_ F7_P"*H_X1S2_^>,W_ ($R_P#Q5'_".:7_ M ,\9O_ F7_XJC_A'-+_YXS?^!,O_ ,51_P (YI?_ #QF_P# F7_XJKUI9P6, M/DVZLJ9SAG9CGZDDU-6.^M7%QJMSINE6:7#V87[1+--Y<:,PR$& 26Q@GC R M*AM]?O[RY>P@TI%OK=-]TDMQB.')(0;@I+%@I8<< C-4W\9SB2.U72@M\+]; M&X@DN,")F4LCA@IW(5&E(95U0::X-S\F\XPRMMY7GG@$'B MI+;QC+=:K/HJ::#JL,S(T8GS"$"JQDWXSCYU&,9R<5'J?C2XT>._BO-*47ME M MT(UN,I/"6VED;;U#$ @@=16IIFMS7>M7FDW5FL,]I%'*7BE\Q&5\X&< AO ME/&.G-5[#Q2-8&I1Z99F6XL;E81'(^P2H2,2@X/R_>['[M4#XQU,:5J&IG0X MC!I[W"2E;S)S#G/\'0X./UK:TO4K^]GV75C!#&8%E5XKGS,;NBD;1CBJ:^(; M^\L)=3TO25N[*,OL+7&R2<*2"47:1C(.,D9]JJP^,I]0G8:7I\$\'V".^CEE MNO*WHY8!2-IPV5(ZX]ZFMO$FJ75Y>6\>DVP^QW26TFZ]P2656R!LYP&Z9[&H M['QC+?06J1Z:#?7D\\4-NL^5"Q,5>1FV\+D>A)R*DU+Q%J^E",7.BP$RW4-O M&Z79V.9"0#G9D8(YX[C%:^FW=W=+/]KMHH&BDV*8I_-5Q@'.<#')(QCM5VN= M&FZIH^OW^H:;##>VNI,DDT#R^6\4JJ%W*<$$$ 9!Q@BF1:?K5AKUQK,%K;S+ MJ,2+=6GGX,3ID*RL5PP*G!&!R.*S]2\*7]Y<"[DM[>>:[U&.YNXO-*JD*1F- M8U.,L<')/'.?:F-X:UN#3;/1DAMKNQT_48Y[>5Y=K-;J2=C#'+#.,]P,GFM: M_P! FL]6L-6T&WME>UCD@EM"?+66-R"<$ X8,H/(YYK.\1>&]5UVWO[LPP1W MD]F+.W@,WRQH7#LS-CDDJ. . />GQZ)KNC1:G;:)#;_9M04RQ))-M>TF;AP# M@[E[CT/'2I+7PU=Z-XET^^TI6>T%G]DO$N+G)"#!CV\=5.?P8U&F@ZP?"&OZ M6UO MSJ4UR\/[_*@3$D9..,9YK1\/:;<:=,5_LBUT^%H%64PR[C*Z\ X Q MN]SQZ56TC3==T'3'T6UAM;B"-G%G=O,5V(Q) =,9)7..#R .E4M/\#16^K)# M=64-SIT&FQ6D4KN#)O1V&-;L$L=0B2V74+&>ZS \I,<\,TA)]/@L(3*6BAADW]>6) M. !DYX%:MX9E+Y+#9P>OR'GW'%4I?&NJ*MS M)]ELK;RM-AOE@N682.7#'RN/XOE(X'<<5L0ZY?ZG>FRT^UBMYH+>*:Z-UD^4 MT@RL848R0 IVYFC$.GL(=2ALC=!V\AQ( =P/8KGYAD_6K5YXDU6TM;>8-I4R3ZBMF)H MW8H%(Y;KU!# CVZTQ?$VN3:;J=Y!9V+1:89MT^]S']/G\0 M:_;6&G7#\V._(J71?%,^MW$;6TFG>6UP\4EH9L7,2J2-S#/7(SMQT/6IO$6L: MSI$DR^'0UA%:C5XY&E27<6BV#/'3(8=,^M)J_BN[TB M^N89ELDA6X@@BGE9E5/,#-ND/8 +CW)'2G7FNZY;Z->ZG NDW5O9PRS>=%*S M+,%4, "<'[P.2>@]:U]%N=3NK;SM0CME61$>$P%N0RY((/<5I5AKHEPWC"X MU><6LEK):QP)&02ZE&9@W(QU8_E6?J_@^?6=;OKV::&)9885M)H\^=;2Q%F2 M0<8ZLLA7&JV-C;6*V<2VMY'.2Q)SQBI8?#6HV7A_5 M="M;J![*>-X[ 2[MULK@@H3_ !*N3M[XXI]]H.IW6BZ+91R6BRZ=/!+(6+;7 M\KH!QGG]/>JZ^&]6BU75+V--*=[ZY2>*256+P%5501QR?ESVYJ63PQ=:A>V4 M^I1Z:)+2Y6X^UV\9$\I4_*#P-N>,\G-7O$VE7FKVMI%9O A@O(KEC,3SY;!L M# [XJGKWA5O$&M0S7BV[V LY+:2,EO,RY5MRG& 5*#%1MH.OF+2;E]1M+C4M M*>15DE1@ES&R[?GQRKXPK"Z1J^VYNI7T^:ZNYD,]NZ,8#$JE0@)!.< MG=G'MBJW_"(RQZ)KMM:BSMKC64*F.%2L$.4V9 Y..2<#)KH=.@FMM-MK>?8 ..98HE1C&25.!CC-6:_]D! end