COPT Defense Properties (CDP)
NYSE: CDP · Real-Time Price · USD
32.47
+0.34 (1.06%)
May 26, 2026, 3:15 PM EDT - Market open
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AGM 2026

May 14, 2026

Operator

Welcome to the 2026 annual meeting of shareholders of COPT Defense Properties. Rob Denton, the Chairman of the Board of COPT Defense Properties, will preside over the meeting. Mr. Denton.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

Thank you and good morning. Welcome to the 2026 annual meeting of shareholders of COPT Defense Properties. I am Robert L. Denton, Sr., Chairman of the Board. It is my pleasure to serve as Chairman of this meeting. Before we begin, I want to address a couple of administrative items. If you have not cast your votes prior to the date of this meeting, you may cast your votes during the meeting by following the instructions posted on the virtual meeting website. In addition, during the meeting, you may submit questions to 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 today in the meeting are available.

The trustees are Stephen E. Budorick, the company's President and Chief Executive Officer, Philip L. Hawkins, Letitia A. Long, Essye B. Miller, Raymond L. Owens, C. Taylor Pickett, and Lisa G. Trimberger. The 2026 annual meeting is formally called to order. Today's agenda for conducting the formal business of the meeting includes three proposals, which I will discuss in a moment. To review the formal requirements for the meeting, let me turn the meeting over to David L. Finch, the company's General Counsel and Secretary.

David L. Finch
General Counsel and Secretary, COPT Defense Properties

Thank you, Rob. First, a final reminder that if you have not yet voted on the three proposals, you may do so during the meeting by following the instructions on the virtual meeting website. If you need technical assistance, please call the number provided on the website, which is 800-690-6903. Shareholders who have already submitted their proxy cards need not vote during this meeting. Your voting instructions will be carried out by the appointed proxies, Stephen E. Budorick and Anthony Mifsud. The board of trustees established March 6th, 2026 as the record date for determining all shareholders entitled to receive notice of vote at this meeting. Mr. Chairman, I have copies of the notice of meetings, proxy statement, and proxy card.

I also have an affidavit of distribution of the materials on March 30th, 2026 to each shareholder of record as of the close of business on March 6th, 2026. The affidavit is in proper order and made by Broadridge Financial Solutions, Inc., which serves as the proxy tabulator for the company. Since March 30th, the polls have been open for voting on the matters listed in the notice. 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, the 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 in the company's minute book.

I suggest we dispense of the reading of the notice of the meeting and affidavit of distribution.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

It is so ordered.

David L. Finch
General Counsel and Secretary, COPT Defense Properties

The company has received proxies of holders of the company's common shares. Each of these shares have been carefully checked and is in good order. There are 113,378,858 common shares outstanding and entitled to vote at this meeting. There are in excess of 107 million common shares presented by proxy at this meeting, which constitutes slightly more than 95% of the outstanding shares entitled to vote. Therefore, we have a quorum.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

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

David L. Finch
General Counsel and Secretary, COPT Defense Properties

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

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

As I mentioned above, we have three matters to be voted upon by the shareholders today. To conduct this meeting in an efficient manner, I suggest that the items to be voted upon be proposed and that a vote with respect to all the matters take place following the proposal. Once votes are taken on these matters, we will report on the outcome of the votes. The first matter to be considered by our shareholders is the election of eight trustees to the board. The nominees are Stephen Budorick, Philip Hawkins, Letitia Long, Essye Miller , Raymond Owens, Taylor Pickett, Lisa Trimberger, and myself. All eight of the nominees are presently trustees of the company and have been nominated to serve until the 2027 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 provisions of the bylaws. No additional nominations may be made at this time. The second matter is approval on an advisory basis of the compensation of the compensation of our named executive officers. The third matter is the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm. There being no other matters to be presented for action at this meeting, I now declare the polls open for voting by ballot. As noted previously, anyone who wishes to vote by ballot should follow the instructions of the virtual meeting website. If you have already submitted your proxy, there is no need to vote by ballot. We will briefly pause shareholders participating in this meeting to submit their votes if they have not already done so.

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

David L. Finch
General Counsel and Secretary, COPT Defense Properties

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 one-year term and until his or her successor is duly elected and qualified. Second, the shareholders have approved on an advisory basis the compensation of the company's named executive officers. Third, a majority of the votes cast have been cast in favor of approval of the resolution to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

That concludes the formal business for this morning. I will entertain a motion that the 2026 annual meeting of shareholders of COPT Defense Properties be adjourned.

David L. Finch
General Counsel and Secretary, COPT Defense Properties

I move the meeting be adjourned.

Stephen E. Budorick
President and CEO, COPT Defense Properties

I second the motion.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

There being no further business to be conducted, the formal meeting is adjourned. At this, Are there questions?

Stephen E. Budorick
President and CEO, COPT Defense Properties

No.

David L. Finch
General Counsel and Secretary, COPT Defense Properties

No.

Robert L. Denton, Sr.
Chairman of the Board, COPT Defense Properties

As noted at the onset of the meeting, shareholders would have the opportunity to submit questions for our response. During this meeting, we did not receive questions necessitating a response. A link to the company's annual report may be found on the website for this virtual meeting or on the company's website, www.investors.copt.com. Should you have any questions that arise, please contact Venkat, the company's head of investor relations. This concludes our 2026 annual meeting of shareholders.

Operator

Thank you, Mr. Denton. The meeting is now closed.

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