COPT Defense (NYSE: CDP) investors back trustees, executive pay and PwC auditor

Rhea-AI Filing Summary

COPT Defense Properties reported the results of its 2026 Annual Meeting of Shareholders held on May 14, 2026. Shareholders elected eight trustees to one-year terms, with support levels generally above 100 million votes for each nominee and substantial broker non-votes reported separately.

Shareholders approved an advisory resolution endorsing the compensation of the company’s named executive officers, with 102,933,753 votes for, 3,358,289 against, and 50,096 abstentions. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the current fiscal year by 100,935,697 votes for, 7,015,739 against, and 30,706 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Essye B. Miller: 104,894,410 votes Say-on-pay votes for: 102,933,753 votes Say-on-pay votes against: 3,358,289 votes +3 more

6 metrics

Votes for Essye B. Miller 104,894,410 votes Election of trustees, Proposal 1

Say-on-pay votes for 102,933,753 votes Proposal 2 advisory vote on executive compensation

Say-on-pay votes against 3,358,289 votes Proposal 2 advisory vote on executive compensation

Auditor ratification votes for 100,935,697 votes Proposal 3 ratification of PwC

Auditor ratification votes against 7,015,739 votes Proposal 3 ratification of PwC

Broker non-votes on Proposal 2 1,640,004 votes Advisory vote on executive compensation

Key Terms

Annual Meeting of Shareholders, advisory vote, named executive officers, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"On May 14, 2026, COPT Defense Properties held its 2026 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

advisory vote financial

"an advisory vote to approve the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"approve the compensation of the Company’s named executive officers as disclosed in its proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Shares Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

0000860546false00008605462026-05-142026-05-14

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): May 14, 2026

____________________________________________

COPT DEFENSE PROPERTIES

(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

CDP

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 5.07.             Submission of Matters to a Vote of Security Holders

On May 14, 2026, COPT Defense Properties (the “Company”) held its 2026 Annual Meeting of Shareholders. At such meeting, the shareholders voted on proposals relating to:

•the election of eight trustees, each for a one-year term;

•an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement filed on March 30, 2026; 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
Robert L. Denton, Sr.						100,994,471						5,287,283						60,384						1,640,004
Stephen E. Budorick						103,254,926						3,026,664						60,548						1,640,004
Philip L. Hawkins						102,286,038						3,995,112						60,988						1,640,004
Letitia A. Long						103,952,643						2,328,254						61,241						1,640,004
Essye B. Miller						104,894,410						903,102						544,626						1,640,004
Raymond L. Owens						106,050,815						253,931						37,392						1,640,004
C. Taylor Pickett						101,595,086						4,686,298						60,754						1,640,004
Lisa G. Trimberger						104,547,512						1,401,352						393,274						1,640,004

						Votes Cast																		Broker Non-Votes
						For						Against						Abstain
Proposal 2: Advisory Vote to Approve Compensation of Named Executive Officers						102,933,753						3,358,289						50,096						1,640,004

Votes Cast

Broker Non-Votes

For

Against

Abstain

Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Current Fiscal Year

100,935,697

7,015,739

30,706

N/A

Item 9.01.             Financial Statements and Exhibits

(d)     Exhibits.

Exhibit Number						Exhibit Title
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.

			COPT DEFENSE PROPERTIES
			/s/ Matthew T. Myers
			Matthew T. Myers
			Senior Vice President, Chief Accounting Officer and
			Controller
Date:			May 20, 2026

FAQ

What did COPT Defense Properties (CDP) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight trustees, an advisory resolution approving named executive officer compensation, and ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year, reflecting routine corporate governance matters for COPT Defense Properties.

Were all trustee nominees elected at COPT Defense Properties (CDP) 2026 meeting?

All eight trustee nominees were elected, each receiving over 100 million votes for. For example, Essye B. Miller received 104,894,410 votes for and 903,102 against, while broker non-votes such as 1,640,004 were reported separately for each trustee nominee.

How did COPT Defense Properties (CDP) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation with 102,933,753 votes for, 3,358,289 against, and 50,096 abstentions. There were also 1,640,004 broker non-votes, indicating broad but not unanimous support for the company’s executive pay program.

Did COPT Defense Properties (CDP) shareholders ratify PricewaterhouseCoopers as auditor?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm with 100,935,697 votes for, 7,015,739 against, and 30,706 abstentions. This approval confirms PwC’s role as external auditor for the current fiscal year’s financial statements and related audit work.

What level of opposition did any COPT Defense Properties (CDP) trustee nominee face in 2026?

Opposition to trustee nominees was limited. For instance, C. Taylor Pickett received 4,686,298 votes against versus 101,595,086 for, while others such as Raymond L. Owens saw only 253,931 votes against, indicating generally strong shareholder support for the board slate.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB