COPT Defense Properties (CDP) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting of Shareholders of Corporate Office Properties Trust. Thomas Brady, the Chairman of the Board of Corporate Office Properties Trust will preside over the meeting. Mr. Brady?

Thank you. Good morning, and welcome to the 2020 Annual Shareholders meeting of Corporate Office Properties Trust. I'm Tom Brady, Chairman of the Board, and it is my pleasure to serve as Chairman of this meeting. Before we begin, I wanted to address a few administrative items. First, if you have not cast your votes prior to this meeting, you may cast your votes during the meeting by following the instructions posted on the virtual meeting website. In addition, during the course of the meeting, you may submit questions through the same virtual meeting website for our review by using the message icon in the top center of the screen. At this time, I call the meeting to order. The other trustees of the company participating in today's meeting are Steve Budorick, our CEO; Rob Denton, Phil Hawkins, David Jacobstein, Steve Kesler, Taylor Pickett and Lisa Trimberger. The 2020 annual meeting is formally called to order. Our agenda will be to conduct formal business of the meeting, including 3 proposals, which I will describe in a moment. But now for the business of the meeting, let me turn it over to David Finch, who is the company's General Counsel and the Secretary for this meeting.

Thank you, Tom. First, a final reminder that if you've not yet voted on the 3 proposals, you may do so during the course of this meeting by following the instructions on the meeting website. If you need technical assistance, please call the number provided on the website which is 1 (800) 468-9716. Shareholders who've already submitted their proxy cards need not vote during this meeting. Your voting instructions will be carried out by the appointed proxies, Steve Budorick and Anthony Mifsud. The Board of trustees established March 12, 2020, as the record date for determining all shareholders entitled to receive notice of and vote at this meeting. Mr. Chairman, I have copies of the notice of meeting, proxy statement and proxy card as well as the notice filed with the U.S. Securities and Exchange Commission confirming the annual meeting of shareholders would be conducted pursuant to a virtual format. I also have an affidavit of distribution of the materials on April 1, 2020, to each shareholder of record as of the close of business on March 12, 2020. The Affidavit is in proper order and made by Broadridge Financial Solutions, Inc. which serves as the proxy tabulator for the company. The polls have been open for voting on the matters listed on the notice since April 1, 2020. An alphabetical list of shareholders entitled to vote at this meeting with the address and number of shares held by each, is present and available for inspection. It has been certified correct by EQ Shareowner Services, the company's transfer agent. The list has been available for the 10 days preceding this meeting. The notice of meeting and affidavit of distribution will be inserted into the company's minute book, I suggest we dispense with the reading of the notice of the meeting and affidavit of distribution.

It is so ordered.

The company has received proxies of shareholders of the company's common stock. Each of these has been carefully checked and it's in good order. There are over 112 million common shares outstanding and entitled to vote at this meeting. There are in excess of 102 million common shares represented by proxy at this meeting, which constitutes approximately 91% of the outstanding shares entitled to vote here today. Therefore, a quorum is present.

Thank you, David. As Chairman of this meeting, I declare properly constituted, duly organized and ready for business.

Mr. Chairman, that completes the necessary formalities. We can now proceed with the business of the meeting.

Thank you. As I've mentioned, we have 3 matters to be voted upon today. In order to conduct this meeting in an efficient manner, I suggest the items be proposed and that the vote with respect to all that matters take place following the proposals. Once votes are taken, we will report the results. The first matter is the election of 8 trustees. The nominees are Steve Budorick, Rob Denton, Phil Hawkins, David Jacobstein, Steve Kesler, Taylor Pickett, Lisa Trimberger and myself. All 8 nominees are presently trustees of the companies and have been nominated to serve until the 2021 annual meeting of shareholders and until their successors have been elected and qualified. No other nominations for the office of trustee have been received pursuant to the revisions of our bylaws and no additional nominations may be made at this time. The second matter is the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm. And third, on an advisory basis is the approval of the compensation of our named executive officers. There being no other matters to be presented for action at this meeting, I now declare the polls open for voting via ballot. As noted previously, anyone who wishes to vote by ballot should follow the instructions on the virtual meeting website. If you have already submitted your proxy, there is no need to vote by ballot. We will pause for a few moments to allow shareholders participating in this meeting to submit their votes if they have not already done so. [Voting]

I believe the votes have now been tallied. Mr. Finch, please present the results as to each proposal.

First, each of the nominees has received the majority of the votes cast. Accordingly, each nominee has been elected as a trustee of the company to serve a 1-year term and until his or her successor is duly elected and qualified. Second, the resolution to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm received the requisite majority of shareholder approval. And third, the shareholders have approved the compensation of the company's named executive officers.

Thank you. That concludes the formal business for this morning. I will entertain a motion that the 2020 annual meeting of shareholders be adjourned.

I move the meeting be adjourned.

I second the motion.

There being no further business to be conducted, the formal meeting is adjourned.

Thank you, Tom. I want to thank each of you who have participated in today's meeting. And for your continued investment in Corporate Office Properties Trust. There being no further questions to respond to, this concludes our 2020 annual meeting of shareholders.

Thank you. This concludes today's meeting. You may now disconnect.