---
schema_version: "secwatch.filing_event.v1"
accession: "0000860546-23-000023"
form_type: "8-K"
ticker: "CDP"
cik: "0000860546"
company_name: "COPT DEFENSE PROPERTIES"
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:53:36.997069+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# COPT shareholders elect all 10 trustees, approve say-on-pay, ratify auditor

## Summary
- All 10 trustee nominees elected with >99 million votes each; broker non-votes ~1.9M.
- Say-on-pay approved with 102M votes (97.6% of votes cast).
- Advisory frequency vote favored 1 year (102M votes); board adopts annual say-on-pay.
- Ratification of PwC as auditor passed with 101.5M votes (95.4% of votes cast).

## SEC filing metadata
- accession: 0000860546-23-000023
- form_type: 8-K
- ticker: CDP
- cik: 0000860546
- company_name: COPT DEFENSE PROPERTIES
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/0000860546-23-000023-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/ofc-20230511.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000860546-23-000023
- JSON: https://secwatch.observer/filing/0000860546-23-000023.json
- Plain text: https://secwatch.observer/filing/0000860546-23-000023.txt

## Key facts
- Shareholder Votes
  COPT DEFENSE PROPERTIES shareholders approved Advisory vote to approve compensation of named executive officers at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers 102,032,681 2,427,364 81,357 1,902,367 Votes Cast Broker Non-Votes For Against Abstain
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/0000860546-23-000023-index.htm
- Shareholder Votes
  COPT DEFENSE PROPERTIES shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year 101,496,756 4,878,615 68,398 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/0000860546-23-000023-index.htm
- Shareholder Votes
  COPT DEFENSE PROPERTIES shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 2: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation 102,121,146 35,299 2,318,916 66,041 N/A Votes Cast Broker Non-Votes For Against Abstain
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/0000860546-23-000023-index.htm
- Shareholder Votes
  COPT DEFENSE PROPERTIES shareholders approved Election of ten trustees, each for a one-year term at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: On May 11, 2023, Corporate Office Properties Trust (the “Company”) held its 2023 Annual Meeting of Shareholders. At such meeting, the shareholders voted on proposals relating to: • the election of ten trustees, each for a one-year term; • an advisory vote on the frequency of future advisory votes on executive compensation; • an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 30, 2023; 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 Thomas F. Brady 99,033,619 5,430,976 76,807 1,902,367 Stephen E. Budorick 102,202,922 2,271,995 66,485 1,902,367 Robert L. Denton, Sr. 97,810,183 6,650,124 81,095 1,902,367 Philip L. Hawkins 103,372,077
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000086054623000023/0000860546-23-000023-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.