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COPT DEFENSE PROPERTIES

For the period ended May 14, 2026. Filed Mar 30, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Mar 30, 2026

CDP$32.87+1.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summary

This summary highlights selected information about COPT Defense Properties (“COPT Defense” or the “Company”) contained in this proxy statement, but it does not contain all the information you should consider in making your vote. We urge you to read the whole proxy statement before you vote. This proxy statement is being made available to shareholders on or about March 30, 2026.

SHAREHOLDERS WILL BE VOTING ON THE FOLLOWING MATTERS

Agenda ItemVoting RecommendationMore Information
1Election of eight Trustees.FOR EACH NOMINEEPage 5
2Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement for this meeting.FORPage 22
3Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.FORPage 47

TRUSTEE NOMINEES

Board Committees
Age · Trustee Since · Audit · Compensation · Investment · Nominating and Corporate Governance
ROBERT L. DENTON, SR. Chairman of the Board731999
STEPHEN E. BUDORICKPresident + Chief Executive Officer652016
PHILIP L. HAWKINS702014
LETITIA A. LONG672020
ESSYE B. MILLER622022
RAYMOND L. OWENS672021
C. TAYLOR PICKETT642013
LISA G. TRIMBERGER652017
ChairMember
2026 Proxy Statement1

2025 BUSINESS HIGHLIGHTS

95% leased /94% occupied557,000square feet ofvacancy leasing78%tenant retentionrate
468,000square feet placed in service498,000 square feet in new development capital commitments142,000square foot strategic operating property acquisition$1.34 diluted earnings per share$2.72diluted FFO per share, as adjusted for comparability

Our 2025 business highlights included:

strong occupancy and leased rates, vacancy leasing and tenant retention driven by strong demand for space across our Defense/IT Portfolio sub-segments and unique advantages associated with our Defense/IT strategy;

continued growth through development, with three fully-leased properties placed in service and new capital commitments to develop four properties, three of which were fully pre-leased;

strategic acquisition of a fully-leased operating property in one of our existing supply-constrained Defense/IT Portfolio submarkets;

successful closing on three new financings, which pre-funded the repayment at maturity of a bond in March 2026 and provided additional liquidity to fund our external growth;

growth in results of operations due primarily to increased rental and occupancy rates in our Same Property portfolio and from external growth in our portfolio, including newly-developed properties placed in service and property acquisitions; and

strong liquidity and financial position at year end, with the ability to fund the equity portion of our investing activities with cash flow from operations for the foreseeable future.

These highlights positioned the Company to exceed all but one of the objectives established in its 2025 corporate scorecard used under our executive compensation program, as described below under “Compensation Discussion and Analysis.”

2COPT Defense Properties

ANNUAL SHAREHOLDER SAY-ON-PAY VOTES

SHAREHOLDER SUPPORTShareholders will have the opportunity at our 2026 Annual Meeting of Shareholders to cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement, which is referred to as a “say-on-pay proposal.” At our 2025 Annual Meeting of Shareholders, our shareholders overwhelmingly approved our say-on-pay proposal, casting 96.4% of the votes in favor of the proposal. Our Compensation Committee believes that our shareholders’ continued substantial approval indicates strong support for our approach to executive compensation. The Committee considers shareholder feedback and the outcome of our shareholder say-on-pay proposal votes when making future NEO compensation decisions.

COMPENSATION HIGHLIGHTS

We design our compensation programs to link executive compensation to annual financial results and long-term total shareholder return (“TSR”). Our executive compensation program is designed to:

align pay to performance;

be commensurate to the compensation levels of executives performing similar responsibilities for an appropriate group of peer companies; and

provide an appropriate balance between the various components of our executives’ compensation.

Our executive compensation includes:

base salary as the fixed component intended to attract and retain executives;

annual incentive award (“AIA”) cash bonuses that are formulaic and based on achievement of objectives established at the beginning of each year, approved by the Compensation Committee, and set forth in our annual corporate scorecard; and

annual long-term equity incentive plan (“LTIP”) awards.

The compensation of our NEOs is predominantly performance-based, including AIAs and LTIP awards that are subject to objective performance thresholds, as reflected in the graphic below:

AIAs100% of NEO AIAs are formulaic and based on achievement of established corporate objectives.LTIP AWARDS60% of NEO LTIP awards are performance-based, with payout tied to the TSR of our common shares for a three-year period, and 40% are time-based awards.

SHAREHOLDER OUTREACH

We place a high value on our Investor Relations function, as we routinely engage with existing and prospective shareholders and sell-side analysts in a variety of forums throughout the year.

In 2025, we held approximately 90 meetings, either in person or virtually, amounting to approximately 245 touchpoints with investors and sell-side analysts. We participated in seven real estate conferences throughout 2025, sponsored by Nareit, Citi, Wells Fargo, Evercore ISI, BofA Securities, and Jefferies. In addition, to deepen our investors’ understanding of the Company and our assets, we hosted 12 property tours, amounting to approximately 45 additional touchpoints with investors and sell-side analysts. These tours were an effective means of communicating to investors and analysts how our strategy provides a distinct competitive advantage, which includes our unique and advantaged land positions, expertise in developing and operating secured, specialized space, credentialed workforce and long-standing customer relationships.

2026 Proxy Statement3

We believe that our engagement efforts have been well received, as we were one of six companies nominated by IR Magazine for best in sector for real estate in 2025.

Frequently discussed topics through our shareholder outreach include:

outlook for the 2026 fiscal year’s U.S. Department of Defense budget and implications for tenant demand;

leasing environment;

market fundamentals such as supply, demand, and price;

progress towards vacancy and investment leasing goals;

external growth opportunities from development and acquisitions;

sources and uses of capital;

capital markets risk and exposure;

financial position; and

earnings and dividends growth outlook.

SUSTAINABILITY

As further detailed in the section below entitled “Company’s Commitment to Sustainability,” we remain committed to maintaining and enhancing our sustainable development and building operations programs, thereby creating a more resilient and efficient portfolio that benefits our tenants and our shareholders. Our governance structure positions the Board to provide oversight with respect to the Company’s environmental risks and opportunities.

Recent Achievements

Received Green Star recognition from GRESB for the 11th consecutive year.

Reported information with respect to the Company’s risks and emissions data to align with applicable frameworks under both Task Force on Climate-related Financial Disclosures, Sustainability Accounting Standards Board, and Global Reporting Initiative.

Recognized by Newsweek as one of America’s Most Responsible Companies in 2025, based on 2024 data, in the Real Estate and Housing Industry.

Accelerated the completion of our Corporate Sustainability Report to facilitate publishing in advance of the Annual Shareholder meeting, improving insight into how we address sustainability issues.

4COPT Defense Properties
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.