COPT Defense Properties (CDP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually, with shareholders voting on board elections, executive compensation, and auditor ratification.

• 2025 business highlights include 95% leased/94% occupied portfolio, strong tenant retention, and $1.34 diluted EPS.

• Shareholder engagement was robust, with 96.4% support for executive compensation and nomination for IR Magazine's best in sector for real estate.

• Sustainability achievements include 11th consecutive GRESB Green Star, alignment with TCFD and SASB, and recognition by Newsweek.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight trustees, an advisory say-on-pay for executive compensation, and ratification of PwC as independent auditor.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by November 30, 2026.

Board of directors and corporate governance

• Board consists of eight nominees with an average age of 67 and tenure of 10 years, with a mix of executive, financial, and industry expertise.

• All trustees except the CEO are independent; board leadership is separated between an independent chairman and CEO.

• Four standing committees: Audit, Compensation, Investment, and Nominating & Corporate Governance, all comprised of independent trustees.

• Annual board and committee self-evaluations and a robust nomination process emphasizing diversity and relevant experience.

• Shareholder rights include the ability to call special meetings and amend bylaws by majority vote; no poison pill in place.