UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 22, 2014
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
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Corporate Office Properties Trust
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Maryland
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1-14023
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23-2947217
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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Corporate Office Properties, L.P.
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Delaware
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333-189188
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23-2930022
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The Board of Trustees (the “Board”) of Corporate Office Properties Trust (the “Company”), a Maryland real estate investment trust, has adopted a resolution to opt out of Section 3-803 of the Maryland General Corporation Law, which permits the board of trustees of a Maryland real estate investment trust to elect to divide its board into classes. The Board resolution is irrevocable unless it is first approved by the shareholders of the Company by the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees. On September 22, 2014, the Company filed the Articles Supplementary, attached hereto as Exhibit 3.1, to the charter of the Company with the State Department of Assessments and Taxation of Maryland.
The description set forth above is only a summary of the Articles Supplementary and is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.
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
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Exhibit Number
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Exhibit Title
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3.1
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Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on September 22, 2014
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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.
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CORPORATE OFFICE PROPERTIES TRUST
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CORPORATE OFFICE PROPERTIES, L.P.
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By: Corporate Office Properties Trust,
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its General Partner
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/s/ Stephen E. Riffee
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/s/ Stephen E. Riffee
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Stephen E. Riffee
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Stephen E. Riffee
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Executive Vice President and Chief Financial Officer
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Executive Vice President and Chief Financial Officer
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Dated:
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September 24, 2014
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Dated:
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September 24, 2014
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EXHIBIT INDEX
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Exhibit Number
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Exhibit Title
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3.1
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Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on September 22, 2014
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EXHIBIT 3.1
ARTICLES SUPPLEMENTARY
OF
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES TRUST
, a Maryland real estate investment trust (hereinafter called the “Trust”), having its principal office in Columbia, Maryland, hereby certifies to the Department of Assessments and Taxation of the State of Maryland that:
FIRST:
Under a power contained in Section 3-802(c) of Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), by resolutions of its Board of Trustees (the “Board of Trustees”) duly adopted by unanimous consent, the Trust prohibited the Company from electing to be subject to Section 3-803 of the MGCL as provided herein.
SECOND:
The resolutions referred to above provide that the Trust may not elect to be subject to the provisions of Section 3-803 of the MGCL, or otherwise provide for the trustees of the Trust to be divided into classes pursuant to Title 3, Subtitle 8 of the MGCL, unless such election is first approved by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of trustees.
THIRD:
The election to prohibit the Trust from becoming subject to Section 3-803 of the MGCL without the stockholder approval referenced above has been approved by the Board of Trustees in the manner and by the vote required by law.
FOURTH:
The undersigned officer acknowledges these Articles Supplementary to be the act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF
, the Trust has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Senior Vice President, General Counsel and Secretary on September 22, 2014.
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WITNESS:
/s/ Karen M. Singer
Name: Karen M. Singer
Title: Senior Vice President, General
Counsel and Secretary
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CORPORATE OFFICE PROPERTIES TRUST
/s/ Roger A. Waesche, Jr.
Name: Roger A. Waesche, Jr.
Title: President and Chief Executive Officer
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THE UNDERSIGNED
, Senior Vice President, General Counsel and Secretary of CORPORATE OFFICE PROPERTIES TRUST, hereby acknowledges in the name and on behalf of said Trust the foregoing Articles Supplementary to be the official act of said Trust and hereby certifies that the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
/s/ Karen M. Singer
Name: Karen M. Singer
Title: Senior Vice President, General
Counsel and Secretary