ofc-20220914

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 14, 2022

____________________________________________

CORPORATE OFFICE PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

Maryland

1-14023

23-2947217

(State or other jurisdiction

(Commission File

(IRS Employer

of incorporation)

Number)

Identification No.)


6711 Columbia Gateway Drive, Suite 300, Columbia, MD			21046
(Address of principal executive offices)			(Zip Code)

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

____________________________________________

Not applicable

(Former name or former address, if changed since last report.)

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):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares of beneficial interest, $0.01 par value

OFC

New York Stock Exchange

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 ☐

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. ☐

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

On September 14, 2022, the Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Company”) elected Essye B. Miller, age 59, to the Board effective October 1, 2022. Ms. Miller’s term on the Board will expire at the Company’s 2023 annual shareholder meeting, at which time she is expected to stand for re-election. Effective upon joining the Board, Ms. Miller will become eligible to receive the standard compensation provided by the Company to its other non-employee Trustees, as most recently disclosed in the Company’s proxy statement for its 2022 annual meeting of shareholders.

Ms. Miller served as the Principal Deputy Chief Information Officer for the Department of Defense (“DoD”) from 2018 until her retirement in 2020. She previously served as the DoD’s Deputy Chief Information Officer for Cybersecurity and the Department’s Senior Information Security Officer from 2016 until 2018, during which time she served as Acting Defense Chief Information Officer from December 2017 until May 2018. Since retiring from the DoD in 2020, Ms. Miller has served on the advisory boards of several public and private companies.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number						Exhibit Title
99.1						Press release dated September 19, 2022.
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.


			CORPORATE OFFICE PROPERTIES TRUST




			/s/ Anthony Mifsud
			Anthony Mifsud
			Executive Vice President and Chief Financial Officer

Date:			September 19, 2022

Corporate Office Properties Trust filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits