SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Soliciting Material Pursuant to Section 240.14a-12
Corporate Office Properties Trust
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[LETTERHEAD]
To: Our Shareholders
From: Clay W. Hamlin, III
Subject: Invitation to the Corporate Office Properties Trust
2002 Annual Meeting of Shareholders
You are cordially invited to attend our 2002 Annual Meeting of Shareholders
to be held 10:00 a.m. on Thursday, May 16, 2002, at The World Trade Center
Baltimore, 401 East Pratt Street, Baltimore, Maryland 21202. At this year's
meeting, you will be asked to elect two members of our Board of Trustees.
In addition to the formal business to be transacted, we will make a
presentation regarding our accomplishments in 2001 and other recent
developments. You will also have the opportunity at this meeting to ask
questions and make comments. Enclosed with this proxy statement are your proxy
card and the 2001 Annual Report.
I look forward to seeing you at the Annual Meeting.
/s/ Clay W. Hamlin, III
Clay W. Hamlin, III
Chief Executive Officer
[LETTERHEAD]
April 2, 2002
Notice of Annual Meeting of Shareholders
Date: Thursday, May 16, 2002
Time: 10:00 a.m.
Place: The World Trade Center Baltimore
401 East Pratt Street, 21st Floor
Baltimore, MD
We will hold our Annual Meeting of Shareholders on May 16, 2002 at 10:00
a.m. at The World Trade Center Baltimore. During the Annual Meeting, we will
consider and take action on the following proposals:
1. To elect two Trustees each for a term of three years; and
2. To transact any other business properly brought before the Annual
Meeting.
You may vote at the meeting if you were a shareholder of record on March
29, 2002.
By order of the Board of Trustees
/s/ John H. Gurley
John H. Gurley
Senior Vice President, General Counsel and Secretary
PROXY STATEMENT
This proxy statement and the accompanying proxy card are being mailed, beginning
on or about April 2, 2002, to owners of common shares of beneficial interest of
Corporate Office Properties Trust in connection with the solicitation of proxies
by the Board of Trustees for our 2002 Annual Meeting of Shareholders. This proxy
procedure is being used to permit all Corporate Office Properties Trust
shareholders to vote since many may be unable to attend the Annual Meeting. The
Board of Trustees encourages you to read this document thoroughly and to take
this opportunity to vote on the matters to be decided at the Annual Meeting.
CONTENTS
General Information 2
Proposal 1 -- Election of Trustees 5
Our Board of Trustees 5
Our Executive Officers 8
Report of the Compensation Committee 10
Report of the Audit Committee 12
Fees Billed for Services Rendered by Principal Accountant 13
Common Shares Performance Graph 13
Share Ownership of our Trustees, Executive Officers
and 5% Beneficial Owners 14
Section 16(a) Beneficial Ownership Reporting Compliance 15
Summary Compensation Table 15
Employment Agreements 16
Option Grants in Last Fiscal Year 18
Year End Option Value 19
Certain Transactions 19
Independent Auditors 19
Annual Report on Form 10-K 19
1
GENERAL INFORMATION
The questions and answers set forth below provide general information regarding
this Proxy Statement and our Annual Meeting of Shareholders.
WHEN ARE OUR ANNUAL REPORT TO SHAREHOLDERS AND THIS PROXY STATEMENT FIRST BEING
SENT TO SHAREHOLDERS?
Our Annual Report to shareholders and this Proxy Statement are being sent to
shareholders beginning on or about April 2, 2002.
WHAT AM I VOTING ON?
1. The election of two Trustees, each for a three-year term.
2. Any other business that properly comes before the meeting for a vote.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING AND HOW MANY VOTES DO THEY HAVE?
Common shareholders of record at the close of business on March 29, 2002 may
vote at the Annual Meeting. Each share has one vote. There were 22,771,551
common shares outstanding on March 29, 2002.
HOW DO I VOTE?
You must be present, or represented by proxy, at the Annual Meeting in order to
vote your shares. Since many of our shareholders are unable to attend the Annual
Meeting in person, we send proxy cards to all of our shareholders to enable them
to vote.
WHAT IS A PROXY?
A proxy is a person you appoint to vote on your behalf. We are soliciting your
appointment of proxies so that your common shares may be voted at the Annual
Meeting without your attendance. If you complete and return the enclosed proxy
card, your shares will be voted by proxy.
BY COMPLETING AND RETURNING THIS PROXY CARD, WHO AM I DESIGNATING AS MY PROXY?
You will be designating Clay W. Hamlin, III, our Chief Executive Officer, and
Randall M. Griffin, our President and Chief Operating Officer, as your proxies.
They may act on your behalf together or individually and will have the authority
to appoint a substitute to act as proxy.
HOW WILL MY PROXY VOTE MY SHARES?
Your proxy will vote according to the instructions on your proxy card. IF YOU
COMPLETE AND RETURN YOUR PROXY CARD BUT DO NOT INDICATE YOUR VOTE ON BUSINESS
MATTERS, YOUR PROXY WILL VOTE "FOR" PROPOSAL 1. We do not intend to bring any
other matter for a vote at the Annual Meeting, and we do not know of anyone else
who intends to do so. However, your proxies are authorized to vote on your
behalf, using their best judgment, on any other business that properly comes
before the Annual Meeting.
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HOW DO I VOTE USING MY PROXY CARD?
Simply mark, sign and date the enclosed proxy card and return it in the
postage-paid envelope provided. If you hold your shares through a broker, bank
or other nominee, you will receive separate instructions from the nominee
describing how to vote your shares.
HOW DO I REVOKE MY PROXY?
You may revoke your proxy at any time before your shares are voted at the Annual
Meeting by:
o Notifying our Secretary, John H. Gurley, in writing at 8815 Centre
Park Drive, Suite 400, Columbia, Maryland 21045, that you are revoking
your proxy;
o Executing a later dated proxy card; or
o Attending and voting by ballot at the Annual Meeting.
WHO WILL COUNT THE VOTES?
An officer of Corporate Office Properties Trust will act as the inspector of
election and will count the votes.
WHAT CONSTITUTES A QUORUM?
As of March 29, 2002, Corporate Office Properties Trust had 22,771,551 common
shares outstanding. A majority of the outstanding shares, present or represented
by proxy, constitutes a quorum. If you sign and return your proxy card, your
shares will be counted in determining the presence of a quorum, even if you
withhold your vote. If a quorum is not present at the Annual Meeting, the
shareholders present in person or by proxy may adjourn the meeting to a date not
more than 120 days after March 29, 2002 until a quorum is present.
HOW WILL MY VOTE BE COUNTED?
With respect to Proposal 1, the election of Trustees, votes may be cast in favor
of or withheld from one or all nominees. Votes that are withheld will not be
included in the vote and will have no effect on the vote.
WHAT PERCENTAGE OF OUR COMMON SHARES DO THE TRUSTEES AND EXECUTIVE OFFICERS OWN?
Our Trustees and executive officers owned approximately 27.5% of our
beneficially owned common shares as of March 29, 2002. (See the discussion under
the heading "Share Ownership of our Trustees, Executive Officers and 5%
Beneficial Owners" for more details.)
WHAT VOTE IS REQUIRED TO ELECT TRUSTEES?
Trustees are elected by a plurality of the votes, which means that the nominees
with the most votes are elected.
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WHAT VOTE IS REQUIRED ON OTHER MATTERS?
A majority of the votes cast at a meeting of shareholders is required to approve
any other matter unless a greater vote is required by law or by the Declaration
of Trust. An abstention on such matters will have the same effect as a vote
against. Where brokers are prohibited from exercising discretionary authority in
voting for beneficial owners who have not provided voting instructions (commonly
referred to as "broker non-votes"), these shares will not be included in the
votes cast but will be counted in determining if there is a quorum at the
meeting.
WHO IS SOLICITING MY PROXY, HOW IS IT BEING SOLICITED AND WHO PAYS THE COST?
Our Board of Trustees is soliciting your proxy. The solicitation process is
being conducted primarily by mail. However, proxies may also be solicited in
person, by telephone or facsimile. Wells Fargo Bank Minnesota, N.A., our
transfer agent, will be assisting us for a fee of approximately $1,000, plus
out-of-pocket expenses. Corporate Office Properties Trust pays the cost of
soliciting proxies. We will also reimburse stockbrokers and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation material to the owners of common shares.
WHEN ARE SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS FOR OUR 2003 ANNUAL
MEETING DUE?
In accordance with our bylaws, notice relating to nominations for Trustees or
proposed business to be considered at the 2003 Annual Meeting must be given no
earlier than February 14, 2003 and no later than March 16, 2003. These
requirements do not affect the deadline for submitting shareholder proposals for
inclusion in the proxy statement, nor do they apply to questions a shareholder
may wish to ask at the meeting (discussed in the question and answer below).
WHEN ARE SHAREHOLDER PROPOSALS INTENDED TO BE INCLUDED IN THE PROXY STATEMENT
FOR THE 2003 ANNUAL MEETING DUE?
Shareholders who wish to include proposals in the Proxy Statement must submit
such proposals in accordance with regulations adopted by the Securities and
Exchange Commission. Shareholder proposals for the 2003 Annual Meeting must be
submitted in writing by December 2, 2002 to John H. Gurley, Senior Vice
President, General Counsel and Secretary, at 8815 Centre Park Drive, Suite 400,
Columbia, Maryland 21045. You should submit any proposal by a method that
permits you to prove the date of delivery to us.
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PROPOSAL 1 -- ELECTION OF TRUSTEES
The terms of our two Class I Trustees expire upon the election of their
successors at the Annual Meeting. Corporate Office Properties Trust, through the
Nominating Committee of the Board of Trustees, has nominated Betsy Z. Cohen and
Robert L. Denton for election as Class I Trustees at the Annual Meeting. Each of
these nominees has agreed to serve a three-year term if elected.
BETSY Z. COHEN, age 60, has been one of our Trustees since May 1999. Mrs. Cohen
has been Chairman, Chief Executive Officer and Trustee of RAIT Investment Trust,
a real estate investment trust, since August 1997. She has also served as Chief
Executive Officer of TheBancorp.com, Inc. since July 2000 and as a Director of
The Maine Merchant Bank, LLC and of Aetna, Inc. From December 1999 to March
2000, Mrs. Cohen also served as a Director of Hudson United Bancorp, a holding
company that was the successor to JeffBanks, Inc., where she had been Chairman
and Chief Executive Officer since its inception in 1981, and she was formerly
Director of First Union Corp. of Virginia and its predecessor, Dominion
Bankshares, Inc.
ROBERT L. DENTON, age 49, has been one of our Trustees since May 1999. Mr.
Denton joined The Shidler Group in 1994 and is currently a Managing Partner and
the resident principal in the New York office. From 1991 to 1994, Mr. Denton was
a Managing Director with Providence Capital, Inc., an investment-banking firm
that he co-founded.
If any nominee is unable to stand for election, which we do not presently
contemplate, the Board may provide for a lesser number of Trustees or designate
a substitute. In the latter event, shares represented by proxies will be voted
for a substitute nominee.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES IN
PROPOSAL 1.
OUR BOARD OF TRUSTEES
HOW IS THE BOARD OF TRUSTEES CLASSIFIED?
Our Declaration of Trust provides for three classes of Trustees. You will elect
successors to our Class I Trustees at the 2002 Annual Meeting of Shareholders.
Our shareholders will elect successors to our Class II Trustees in 2003 and
Class III Trustees in 2004. All Trustees will be elected for three-year terms.
BESIDES THE TWO NOMINEES FOR ELECTION, WHO ARE THE OTHER MEMBERS OF OUR BOARD OF
TRUSTEES?
NAME AGE OFFICE CLASS
---- --- ------ -----
Jay H. Shidler......................... 55 Chairman of the Board of Trustees III
Clay W. Hamlin, III.................... 57 Chief Executive Officer and Trustee III
Thomas F. Brady........................ 52 Trustee II
Steven D. Kesler....................... 50 Trustee II
Kenneth S. Sweet, Jr................... 69 Trustee III
Kenneth D. Wethe....................... 60 Trustee II
JAY H. SHIDLER has been Chairman of our Board of Trustees since October 1997.
Mr. Shidler is the founder and Managing Partner of The Shidler Group, a
nationally recognized real estate investment
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company. Mr. Shidler has over 27 years of experience in real estate investment
and has been directly involved in the acquisition and management of over 1,000
properties in 40 states and Canada totaling over $4 billion in aggregate value.
Mr. Shidler is a founder and Chairman of the Board of Directors of First
Industrial Realty Trust, Inc. and was a founder, former Director and co-Chairman
of TriNet Corporate Realty Trust, Inc. (now a subsidiary of iStar Financial,
Inc.).
CLAY W. HAMLIN, III has been one of our Trustees and our Chief Executive Officer
since October 1997. He was our President from October 1997 until September 1998.
From May 1989 until joining us, Mr. Hamlin was the Managing Partner of The
Shidler Group's Mid-Atlantic region, where he supervised the acquisition,
management and leasing of over four million square feet of commercial property.
He has been active in the real estate business for 28 years. Mr. Hamlin is also
a founding shareholder of First Industrial Realty Trust, Inc.
THOMAS F. BRADY has been one of our Trustees since January 2002. Mr. Brady has
been Vice President-Corporate Strategy & Development at Constellation Energy
Group, Inc. ("CEG") since 1999. In this role, Mr. Brady is responsible for
setting corporate strategy and managing the development of enabling options to
assure delivery of CEG's strategic objectives. Mr. Brady serves as a director of
Baltimore Gas and Electric Company and other subsidiaries of CEG. He is Chairman
of CEG's two retail energy service companies (BGE Home Products & Services, Inc.
and Constellation Energy Source, Inc.), its investment and real estate
subsidiaries, as well as its international division. Mr. Brady also serves on
the Board of Governors of The National Aquarium in Baltimore and as a Director
of Baltimore County Leadership and Villa Julie College.
STEVEN D. KESLER has been one of our Trustees since September 1998. Mr. Kesler
is the Chief Executive Officer and President of Constellation Investments, Inc.,
Constellation Real Estate Group, Inc. and Constellation Real Estate, Inc.,
wholly-owned indirect subsidiaries of CEG. In this role, Mr. Kesler manages a
corporate investment entity, CEG's pension plan, CEG's nuclear decommissioning
trust, a portfolio of real estate assets and a portfolio of assisted living
assets. He also serves as Vice Chairman, Chief Executive Officer and President
of Constellation Health Services, Inc., a wholly-owned indirect subsidiary of
CEG. Prior to joining CEG in 1984, Mr. Kesler was Controller of
Westinghouse-Hittman Nuclear, Inc. and Manager of Budgets, Planning and Analysis
with Maryland National Corporation.
KENNETH S. SWEET, JR. has been one of our Trustees since October 1997. Mr. Sweet
is Chairman of GSA Management, LLC and Managing Director of GS Capital, LP, a
venture capital and real estate partnership that he founded in 1991. In 1971,
Mr. Sweet founded K.S. Sweet Associates, which specialized in real estate and
venture capital investments. From 1957 to 1971 he was with The Fidelity Mutual
Life Insurance Company. Mr. Sweet serves as a Director, Chairman of the Real
Estate Committee and a member of the Finance Committee of Main Line Health and
the Philadelphia Chapter of the Nature Conservancy. He also serves as Chairman
of Bryn Mawr Hospital Foundation and is on the Advisory Committee of the Arthur
Ashe Youth Tennis Center.
KENNETH D. WETHE has been one of our Trustees since January 1990. Since 1990,
Mr. Wethe has been the owner and principal officer of Wethe & Associates, a
Dallas-based firm providing independent risk management, insurance and employee
benefit services to school districts and governmental agencies. Mr. Wethe has
over 25 years experience in the group insurance and employee benefits area.
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HOW ARE THE TRUSTEES COMPENSATED?
o Employee Trustees receive no compensation, other than their normal salary,
for serving on the Board of Trustees or its committees.
o Non-employee Trustees receive the following:
* $15,000 annual fee;
* $1,000 per quarterly meeting;
* $500 per other meeting;
* Reimbursement for out-of-pocket expenses;
* Eligibility to participate in our 1998 Long Term Incentive Plan; and
* Annual grants of options to purchase 5,000 common shares with an
exercise price equal to the fair market value of the common shares on
the date of grant. These options are exercisable beginning one year
from the date of grant and expire ten years after the date of grant.
HOW ARE OUR TRUSTEES NOMINATED?
The nominating committee of the Board of Trustees is responsible for presenting
nominations to the Board of Trustees and shareholders. In addition, our bylaws
include procedures regarding shareholder nomination of Trustees, as previously
described in this proxy statement.
WHAT ARE THE CURRENT COMMITTEES OF OUR BOARD OF TRUSTEES?
The Board of Trustees currently has four committees. The committees on which
Trustees serve and the number of meetings held during 2001 are set forth below.
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BOARD MEMBER AUDIT INVESTMENT COMPENSATION NOMINATING
---------------------------------------------------------------------------------------------------------------
Jay H. Shidler |X| |X|
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Betsy Z. Cohen |X|
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Thomas F. Brady |X| |X|
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Robert L. Denton |X|
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Steven D. Kesler |X|
---------------------------------------------------------------------------------------------------------------
Kenneth S. Sweet, Jr. |X| |X| |X|
---------------------------------------------------------------------------------------------------------------
Kenneth D. Wethe |X| |X|
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Meetings Held in 2001 7 8 4 1
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During 2001, the Board of Trustees had four meetings. All of the Trustees
attended a minimum of 75% of the total of the Board of Trustees' meetings and
their committee meetings except for Betsy Z. Cohen.
AUDIT COMMITTEE - This committee reviews our accounting, financial reporting and
internal control functions and recommends the annual appointment of our
independent accountants and reviews their services. All members are independent
non-employee Trustees.
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INVESTMENT COMMITTEE - This committee approves all of our real estate
investments and acquisitions. Investments of greater than $25 million must also
be approved by the full Board of Trustees.
COMPENSATION COMMITTEE - This committee administers executive compensation
programs, policies and practices. The committee also recommends senior
management compensation to the Board of Trustees and administers our executive
incentive plans. All members are independent non-employee Trustees.
NOMINATING COMMITTEE - This committee considers and recommends nominees for
election as Trustees and officers. All members are independent non-employee
Trustees.
OUR EXECUTIVE OFFICERS
Below is information with respect to our executive officers who are not
Trustees.
RANDALL M. GRIFFIN, age 57, has been our President and Chief Operating Officer
since September 1998. Mr. Griffin previously served as President of
Constellation Real Estate Group, Inc. and Constellation Real Estate, Inc. from
June 1993 until September 1998. From 1990 through March 1993, Mr. Griffin worked
as Vice President-Development for EuroDisney Development in Paris, France. From
1976 to 1990, Mr. Griffin served for Linclay Corporation, a St. Louis based real
estate development, management and investment company, most recently as
Executive Vice President and Chief Operating Officer. He serves as Chairman of
the Board of Governors of The National Aquarium in Baltimore. He is Vice
Chairman of the Maryland Economic Development Commission, and serves on its
Executive Committee. He also serves on the Board of Trustees of the Greater
Washington Initiative.
ROGER A. WAESCHE, JR., age 48, has been our Senior Vice President since
September 1998 and our Chief Financial Officer since March 1999. Prior to
joining us, Mr. Waesche was responsible for all financial operations of
Constellation Real Estate, Inc., including treasury, accounting, budgeting and
financial planning. Mr. Waesche also had primary responsibility for
Constellation Real Estate, Inc.'s asset investment and disposition activities.
Prior to joining Constellation Real Estate, Inc. in 1984, Mr. Waesche was a
practicing Certified Public Accountant with Coopers & Lybrand.
JOHN H. GURLEY, age 63, has been our Secretary, Senior Vice President and
General Counsel since September 1998. Prior to joining us, Mr. Gurley served as
Vice President and General Counsel of Constellation Real Estate, Inc. Prior to
joining Constellation Real Estate, Inc. in 1987, Mr. Gurley spent 17 years with
The Rouse Company where he worked eight years as Assistant General Counsel.
Before that he worked in private practice for five years with Semmes, Bowen &
Semmes where he provided a broad spectrum of real estate related services to
various clients.
MICHAEL D. KAISER, age 50, has been President of Corporate Realty Management,
LLC ("CRM") since April 1996 and President of Corporate Management Services,
LLC, an indirect subsidiary, since January 2000. Prior to joining CRM, Mr.
Kaiser served as Vice President of Asset Management of Constellation Realty
Management, LLC. He has more than 24 years of real estate experience, including
a background in development, leasing and management of real estate projects in
the Baltimore-Washington area. He serves on the Board of Directors of the
Baltimore Chapter of the Building Owners and Managers Association.
8
DWIGHT S. TAYLOR, age 57, has been President of Corporate Development Services,
LLC ("CDS") since September 1999, previously serving as Senior Vice President
since joining CDS in September 1998. Mr. Taylor has more than 25 years of real
estate experience, including 14 years with Constellation Real Estate, Inc. prior
to joining CDS and four years with The Rouse Company. From 1977 to 1981, Mr.
Taylor was Senior Vice President of the Baltimore Economic Development
Corporation. He currently serves as President of the Maryland Chapter and is on
the national board of the National Association of Industrial and Office
Properties. He served as Chairman of the Associated Black Charities from 1989 to
1991. He also serves on the Board of Directors of Micros Systems, Inc.
9
REPORT OF THE COMPENSATION COMMITTEE
WHAT IS OUR COMPENSATION PHILOSOPHY?
Our philosophy is to provide competitive compensation levels for senior
management and to align compensation levels with the long-term interests of our
shareholders. We have designed the compensation of the senior management team to
motivate management to focus on our operating results and sustained shareholder
value by:
o Establishing a plan that attracts, retains and motivates key management
through competitive compensation within the REIT industry;
o Linking a portion of senior management compensation with the returns
realized by shareholders; and
o Building a pay-for-performance system that encourages and rewards
successful initiatives within a team environment based on company, business
unit and individual objectives.
WHAT IS THE STRUCTURE OF OUR EXECUTIVE COMPENSATION?
The elements of our executive compensation program are:
o base salary,
o annual incentive awards,
o long-term incentives, and
o special awards in recognition of superior achievements.
Our compensation plan has been structured to provide incentives for senior
management performance that promote continuing improvements in our financial
results and share price over both the short and long-term.
HOW DO WE DETERMINE BASE SALARIES?
We determine base salaries by each individual's experience and comparisons to
similar base salaries in other REITs and the real estate industry. Base salaries
generally approximate the median of the salaries shown in our REIT peer group
comparison. Special factors considered in determining the compensation of our
CEO are discussed below. Changes in salaries will depend upon such factors as
individual performance, compensation levels within the industry and the economic
conditions affecting our business.
HOW DO WE DETERMINE ANNUAL INCENTIVE AWARDS?
We establish annual incentive award targets for the senior management team at
the beginning of each fiscal year. The annual incentive award, which may be a
combination of cash bonus and share option grants, is based on the individual's
success in achieving those targets.
We base the amount of the award on a combination of two criteria: COPT's overall
performance and business unit performance. The relative importance of these
criteria is determined by the senior manager's position within our organization.
The CEO and President and COO awards are based on operating results and
shareholder return. The awards to other senior managers are based on operating
results and shareholder return as well as other strategic accomplishments and
performance
10
of their business units. The overall operating objectives are based on
measurements related to our funds from operations, adjusted funds from
operations and total shareholder return. The bonus plan provides that no bonus
will be paid unless a threshold level of performance, as approved by the
Compensation Committee, is achieved. The Compensation Committee has the option
to recommend to the Board of Trustees the increase of awards to members of the
senior management team who have shown exemplary performance and far exceeded all
objectives.
HOW DO WE DETERMINE THE COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER?
Mr. Hamlin served as our Chief Executive Officer during 2001. The compensation
awarded to Mr. Hamlin consisted primarily of base salary. Mr. Hamlin's base
salary is significantly below comparable REIT Chief Executive Officers. Mr.
Hamlin's base salary was set at this level as a result of his substantial equity
interest in Corporate Office Properties Trust as shown in the section entitled
"Share Ownership of our Trustees, Executive Officers and 5% Beneficial Owners."
COMPENSATION COMMITTEE
Kenneth S. Sweet, Jr.
Thomas F. Brady
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Corporate Office Properties Trust's Board of Trustees
(the "Audit Committee") is comprised of three Trustees. Each of these Trustees
meets the independence and experience requirements of the New York Stock
Exchange. The Audit Committee adopted and, in May 2000, the Board of Trustees
approved a written charter outlining the Audit Committee's practices. The
Committee re-affirmed the charter in May 2001.
Management is responsible for the Company's financial statements, financial
reporting process and internal financial controls. The independent auditors are
responsible for performing an independent audit in accordance with generally
accepted auditing standards and for issuing an opinion as to the conformity of
the Company's annual financial statements to generally accepted accounting
principles. The role of the Audit Committee is to assist the Board of Trustees
in overseeing these activities.
The Audit Committee met quarterly with the Company's accounting and financial
management team, general counsel and independent auditors. The Audit Committee
also met with the Company's accounting and financial management team and
independent auditors to review the Company's annual and quarterly consolidated
financial statements prior to the Company's filing of such financial statements
with the Securities and Exchange Commission.
Management has represented to the Audit Committee that the Company's
consolidated financial statements for the year ended December 31, 2001 were
prepared in accordance with generally accepted accounting principles. The Audit
Committee discussed with the independent auditors the matters required to be
discussed under Statement on Auditing Standards No. 61, which addresses
communication between audit committees and independent auditors. The Audit
Committee received from the independent auditors the written disclosures and
letter required by Independence Standards Board Standard No. 1, which addresses
independence discussions between auditors and audit committees. The Audit
Committee also held discussions with the independent auditors regarding their
independence from the Company and its management and considered whether the
independent auditor's provision of non-audit services provided to the Company
during 2001 is compatible with maintaining the auditor's independence.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the Company's audited
consolidated financial statements be included in the Company's 2001 Annual
Report to Shareholders and Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
Kenneth D. Wethe, Chairman
Betsy Z. Cohen
Robert L. Denton
12
FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL ACCOUNTANT
For the year ended December 31, 2001, PricewaterhouseCoopers LLP, our
independent auditors and principal accountant, billed the approximate fees set
forth below:
Fees for audit of consolidated financial statements and reviews
of quarterly consolidated financial statements $121,805
Fees for services to provide comfort on filings associated
with Preferred Offerings 133,040
Fees for tax compliance and consulting services 51,615
Fees for other services 51,882
COMMON SHARES PERFORMANCE GRAPH
The graph and the table set forth below assumes $100 was invested on December
31, 1996 in the common shares of the predecessor corporation to Corporate Office
Properties Trust and continued to be invested in Corporate Office Properties
Trust after its reformation as a Maryland trust in March 1998. The graph and the
table compare the cumulative return (assuming reinvestment of dividends) of this
investment with a $100 investment at that time in the S&P 500 Index or the
Equity Index of the National Association of Real Estate Investment Trusts
("NAREIT").
[In the printed document there appears a graph with the following plot points
depicted]
1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- -------
Corporate Office Properties Trust $100.00 $205.99 $158.25 $187.06 $265.44 $342.37
S&P 500 100.00 133.36 171.48 207.56 188.66 166.24
NAREIT Equity 100.00 120.26 99.21 94.63 119.58 136.24
13
SHARE OWNERSHIP OF OUR TRUSTEES,
EXECUTIVE OFFICERS AND 5% BENEFICIAL OWNERS
The following table shows certain information as of March 22, 2002 regarding the
beneficial ownership (as defined under the regulations of the Securities and
Exchange Commission) of our common shares by each Trustee, each nominee for
election as Trustee, each executive officer, all Trustees and executive officers
as a group and each person known to us to be the beneficial owner of more than
five percent of our outstanding common shares. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and means voting or investment power with respect to securities. Each
person named in the table below has sale, voting and investment power with
respect to the securities listed opposite such person's name, except as
otherwise noted.
PERCENT OF OPTIONS
ALL COMMON EXERCISABLE
COMMON SHARES SHARES WITHIN 60 DAYS
BENEFICIALLY BENEFICIALLY OF MARCH 22,
OWNED(1) OWNED(2) 2002
------------- ------------ --------------
United Properties Group, Inc.(3)............... 2,420,672 9.6 --
Barony Trust Limited (4)....................... 2,049,345 8.6 --
Jay H. Shidler (5)............................. 3,770,817 14.4 22,500
Clay W. Hamlin, III (6)........................ 4,681,010 17.3 427,500
Betsy Z. Cohen................................. 17,000 * 15,000
Robert L. Denton (7)........................... 449,910 1.9 15,000
Steven D. Kesler............................... 15,468 * 15,000
Kenneth S. Sweet, Jr.......................... 43,875 * 22,500
Kenneth D. Wethe............................... 27,835 * 27,500
Randall M. Griffin............................. 760,093 3.3 443,068
Roger A. Waesche, Jr........................... 214,125 * 105,000
John H. Gurley................................. 85,076 * 85,076
Michael D. Kaiser.............................. 92,500 * 42,500
Dwight S. Taylor............................... 86,850 * 42,500
All Trustees and Executive Officers as a Group
(12 persons)............................... 10,244,559 27.5% 1,263,144
------------------
* Represents less than one percent.
(1) Assumes that all units of our operating partnership are exchanged for
common shares and assumes we elect to issue common shares rather than pay
cash upon exchange of partnership units. Also assumes the conversion of
preferred shares that are convertible into our common shares and includes
common shares issuable under options exercisable within 60 days of March
22, 2002.
(2) Common shares issuable upon the conversion of units in our operating
partnership and the exercise of stock options exercisable currently or
within 60 days of March 22, 2002 are deemed outstanding and to be
beneficially owned by the person holding such units or options for purposes
of computing such person's percentage ownership, but are not deemed
outstanding for the purpose of computing the percentage ownership of any
other person.
(3) United Properties Group, Inc. is located at 305 West Grand Street, Suite
100, Montvale, New Jersey 07645. United Properties Group, Inc.'s common
shares beneficially owned include preferred units in our operating
partnership that are convertible into 2,420,672 common units in our
operating partnership.
(4) Barony Trust Limited is located at 7 Athol Street, Douglas, Isle of Mann,
British Isles IM 1 1LD. Barony Trust Limited's common shares beneficially
owned include preferred shares that are convertible into 1,196,800 common
shares.
(5) Jay Shidler's address is 810 Richards Street, Suite 1000, Honolulu, Hawaii
96813. Mr. Shidler's common shares beneficially owned include 3,448,317
common units in our operating partnership exchangeable for common shares.
(6) Clay Hamlin's address is 401 City Avenue, Suite 615, Bala Cynwyd,
Pennsylvania 19004. Mr. Hamlin's common shares beneficially owned include
3,947,910 common units in our operating partnership exchangeable for common
shares.
(7) Robert Denton's common shares beneficially owned include 434,910 common
units in our operating partnership exchangeable for common shares.
14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require that we disclose
late filings of initial reports of share ownership and reports of changes in
share ownership by our Trustees, officers and greater than 10% shareholders. Our
Trustees, officers and greater than 10% shareholders are required by those rules
to furnish us with copies of the reports of share ownership (and changes in
share ownership) they file with the Securities and Exchange Commission. Based
solely on our review of the copies of such reports received by us and other
information provided by this person, we believe that during the year ended
December 31, 2001, our Trustees, officers and greater than 10% shareholders
filed all required reports on a timely basis.
SUMMARY COMPENSATION TABLE
The table below provides information about the annual compensation of our Chief
Executive Officer and our other four most highly compensated executive officers
during 2001.
LONG TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION($) AWARDS
----------------------------------- --------------------------
RESTRICTED
SHARE SECURITIES OTHER
OTHER ANNUAL AWARDS UNDERLYING COMPENSATION
NAME AND POSITION YEAR SALARY BONUS (1) COMPENSATION (2) ($) (3) OPTIONS (4) ($) (5)
-----------------------------------------------------------------------------------------------------------------------
Clay W. Hamlin, III 2001 $100,000 $ -- $ 13,108 -- -- $ 6,373
Chief Executive Officer 2000 103,462 -- 28,776 -- 225,000 7,643
1999 90,000 -- -- -- 200,000 6,765
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Randall M. Griffin 2001 366,353 240,000 182,399 -- 50,000 10,142
President and Chief 2000 350,190 131,438 103,653 97,565 105,000 9,291
Operating Officer 1999 311,585 170,000 7,962 2,212,500 300,000 12,838
-----------------------------------------------------------------------------------------------------------------------
Roger A. Waesche, Jr. 2001 218,462 160,781 48,021 233,450 -- 7,363
Senior Vice President and 2000 186,547 58,203 27,914 -- 155,000 5,452
Chief Financial 1999 170,993 80,000 13,257 576,172 -- 7,256
Officer
-----------------------------------------------------------------------------------------------------------------------
Michael D. Kaiser 2001 147,677 55,200 29,823 -- -- 5,017
President of Corporate 2000 141,235 44,550 16,897 -- 20,000 3,919
Realty 1999 134,774 37,000 5,762 368,750 -- 2,418
Management, LLC
-----------------------------------------------------------------------------------------------------------------------
Dwight S. Taylor 2001 174,240 63,338 27,948 -- 75,000 5,250
President of Corporate 2000 156,923 40,994 17,003 -- 20,000 6,202
Development 1999 139,820 50,000 9,000 322,656 -- 4,242
Services, LLC
-----------------------------------------------------------------------------------------------------------------------
(1) Cash bonuses paid for 2001 and 2000 were reduced by the amount of dividends
paid on certain common shares subject to forfeiture restrictions.
(2) Includes income tax payments associated with the lapsing of forfeiture
restrictions on common share grants as follows: Mr. Griffin: $173,584 in
2001 and $93,164 in 2000; Mr. Waesche: $43,396 in 2001, $23,290 in 2000 and
$9,002 in 1999; Mr. Kaiser: $27,773 in 2001, $14,906 in 2000 and $5,762 in
1999; and Mr. Taylor: $24,304 in 2001, $13,043 in 2000 and $5,040 in 1999.
Also includes taxable auto allowances and personal financial and tax
preparation fees paid by the Company on behalf of the officers.
(3) Represents the value of grants of common shares that were made under our
1998 Long Term Incentive Plan based on the closing market price of our
common shares on the date of grant. The 2000 and 1999 share grants are
subject to forfeiture restrictions that lapse annually as the employee
remains employed by us and the Company attains defined earnings or
shareholder return growth targets. The lapsing of the forfeiture
restrictions on the 2000 and 1999 share grants as a percentage of the
number of shares granted follows: for Mr. Griffin-15% in 2000, 15% in 2001,
15% in 2002, 25% in 2003 and 30% in 2004; for Mr. Waesche, Mr. Kaiser and
Mr. Taylor-5% in 1999, 10% in 2000,
15
15% in 2001, 15% in 2002, 25% in 2003 and 30% in 2004. The 2001 share
grants lapse annually in 25% increments through 2005 as the employee
remains employed by us. Holders of these shares have the right to vote and
receive dividends on the shares. As of December 31, 2001, the total
holdings of common shares granted and the market value of such holdings
(based on the closing price per common share as reported on the New York
Stock Exchange of $11.87) were as follows: Mr. Griffin: 312,500 shares
($3,709,375); Mr. Waesche: 101,125 shares ($1,200,354); Mr. Kaiser: 50,000
shares ($593,500); and Mr. Taylor: 43,750 shares ($519,313).
(4) Share options are reported based on the calendar year the grants of such
options took place, although certain option grants occurring in a reporting
year are attributable to the prior reporting year.
(5) Includes Company matching of officers' 401(k) contributions.
EMPLOYMENT AGREEMENTS
We have an employment agreement with Clay W. Hamlin, III currently in effect
through December 31, 2002 with continuous and self-renewing one-year terms
unless terminated by either party on one day's prior notice. Under the
agreement, Mr. Hamlin's current base salary is $100,000 per year and he receives
additional allowances for an automobile, personal financial planning and income
tax preparation totaling $22,900 per year. His incentive compensation is set by
the Board of Trustees upon the Compensation Committee's recommendation. The
Compensation Committee may take action in future years to increase his base
salary. The employment agreement provides for the following severance package in
the event of his termination by us without cause or by Mr. Hamlin based upon
constructive termination: (1) payment equal to his base annual salary multiplied
by two; (2) payment equal to the average of his two most recent annual incentive
awards multiplied by two; and (3) perquisites and benefits for 12 to 24 months
following termination. The agreement also provides for the following in the
event of a change of control of Corporate Office Properties Trust: (1) payment
equal to his base annual salary multiplied by three; (2) payment equal to the
average of his three most recent annual incentive awards multiplied by three;
(3) perquisites and benefits for 12 to 24 months following termination; and (4)
reimbursement for any parachute excise taxes. He is required to devote his full
business time to our affairs and is prohibited from competing directly or
indirectly with us during the term of the agreement and for a period thereafter.
We have an employment agreement with Randall M. Griffin for a five-year basic
term commencing July 1, 1999 with a continuous and self-renewing three-year term
after the third year of the basic term without further action unless terminated
by either party on one day's prior notice. Under the agreement, Mr. Griffin's
current base salary is $385,200 per year and he receives additional allowances
for an automobile, personal financial planning and income tax preparation
totaling $16,000 per year. His incentive compensation is set by the Board of
Trustees upon the Compensation Committee's recommendation. The Compensation
Committee may take action in future years to increase his base salary. The
employment agreement provides for the following severance package in the event
of his termination by us without cause or by Mr. Griffin based upon constructive
termination: (1) payment equal to his base annual salary multiplied by three;
(2) payment equal to the average of his three most recent annual incentive
awards multiplied by three; (3) perquisites and benefits for 12 to 24 months
following termination; and (4) full vesting of previously unvested share options
and restricted shares with the right to exercise options as far as 18 months
following termination. The agreement also provides for the following in the
event of a change of control of Corporate Office Properties Trust: (1) payment
equal to his base annual salary multiplied by the greater of the number of years
remaining in his contract or three years; (2) payment equal to the average of
his three most recent annual incentive awards multiplied by the greater of the
number of years remaining in his contract or three years; (3) perquisites and
benefits for 12 to 24 months following termination; (4) reimbursement for any
parachute excise taxes; and (5) full vesting
16
of previously unvested share options and restricted shares with the right to
exercise options as far as 18 months following termination. He is required to
devote his full business time to our affairs and is prohibited from competing
directly or indirectly with us during the term of the agreement and for a period
thereafter.
We have an employment agreement with Roger A. Waesche, Jr. for a three-year term
commencing July 1, 1999 with continuous and self-renewing three-year terms
unless terminated by either party on one day's prior notice. Under the
agreement, Mr. Waesche's current base salary is $240,000 per year and he
receives additional allowances for an automobile, personal financial planning
and income tax preparation totaling $13,000 per year. His incentive compensation
is set by the Board of Trustees upon the Compensation Committee's
recommendation. The Compensation Committee may take action in future years to
increase his base salary. The employment agreement provides the following
severance package in the event of his termination by us without cause or by Mr.
Waesche based upon constructive termination: (1) payment equal to his base
annual salary multiplied by three; (2) payment equal to the average of his three
most recent annual incentive awards multiplied by three; (3) perquisites and
benefits for 12 to 24 months following termination; and (4) full vesting of
previously unvested share options and restricted shares with the right to
exercise options as far as 18 months following termination. The agreement also
provides for the following in the event of a change of control of Corporate
Office Properties Trust: (1) payment equal to his base annual salary multiplied
by three; (2) payment equal to the average of his three most recent annual
incentive awards multiplied by three; (3) perquisites and benefits for 12 to 24
months following termination; (4) reimbursement for any parachute excise taxes;
and (5) full vesting of previously unvested share options and restricted shares
with the right to exercise options as far as 18 months following termination. He
is required to devote his full business time to our affairs and is prohibited
from competing directly or indirectly with us during the term of the agreement
and for a period thereafter.
We have an employment agreement with Dwight S. Taylor for a three-year term
commencing September 15, 1999 with continuous and self-renewing three-year terms
unless terminated by either party on one day's prior notice. Under the
agreement, Mr. Taylor's current base salary is $185,000 per year and he receives
additional allowances for an automobile, personal financial planning and income
tax preparation totaling $14,200 per year. His incentive compensation is set by
the Board of Trustees upon the Compensation Committee's recommendation. The
Compensation Committee may take action in future years to increase his base
salary. The employment agreement provides for the following severance package in
the event of his termination by us without cause or by Mr. Taylor based upon
constructive termination: (1) payment equal to his base annual salary multiplied
by three; (2) payment equal to the average of his three most recent annual
incentive awards multiplied by three; (3) perquisites and benefits for 12 to 24
months following termination; and (4) full vesting of previously unvested share
options and restricted shares with the right to exercise options as far as 18
months following termination. The agreement also provides for the following in
the event of a change of control of Corporate Office Properties Trust: (1)
payment equal to his base annual salary multiplied by three; (2) payment equal
to the average of his three most recent annual incentive awards multiplied by
three; (3) perquisites and benefits for 12 to 24 months following termination;
(4) reimbursement for any parachute excise taxes; and (5) full vesting of
previously unvested share options and restricted shares with the right to
exercise options as far as 18 months following termination. He is required to
devote his full business time to our affairs and is prohibited from competing
directly or indirectly with us during the term of the agreement and for a period
thereafter.
We have an employment agreement with Michael D. Kaiser for a three-year term
commencing September 15, 1999 with continuous and self-renewing three-year terms
unless terminated by either party on one day's prior notice. Under the
agreement, Mr. Kaiser's current base salary is $150,800
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per year and he receives additional allowances for an automobile, personal
financial planning and income tax preparation totaling $13,000 per year. His
incentive compensation is set by the Board of Trustees upon the Compensation
Committee's recommendation. The Compensation Committee may take action in future
years to increase his base salary. The employment agreement provides for the
following severance package in the event of his disability or termination by us
without cause or by Mr. Kaiser based upon constructive termination: (1) payment
equal to his base annual salary multiplied by three; (2) payment equal to the
average of his three most recent annual incentive awards multiplied by three;
(3) perquisites and benefits for 12 to 24 months; and (4) full vesting of
previously unvested share options and restricted shares with the right to
exercise options as far as 18 months following termination. The agreement also
provides for the following in the event of a change of control of Corporate
Office Properties Trust: (1) payment equal to his base annual salary multiplied
by three; (2) payment equal to the average of his three most recent annual
incentive awards multiplied by three; (3) perquisites and benefits for 12 to 24
months; (4) reimbursement for any parachute excise taxes; and (5) full vesting
of previously unvested share options and restricted shares with the right to
exercise options as far as 18 months following termination. He is required to
devote his full business time to our affairs and is prohibited from competing
directly or indirectly with us during the term of the agreement and for a period
thereafter.
OPTION GRANTS IN LAST FISCAL YEAR
Number of Percent of Weighted
Common Shares Total Average
Underlying Options Exercise
Options Granted Granted to Price per Grant Date
Name (1) Employees Common Share Expiration Date Present Value (2)
---- --------------- ----------- ------------ --------------- -----------------
Clay W. Hamlin, III -- -- -- -- --
Randall M. Griffin 50,000 6.5 $9.90 3/8/11 $50,500
Roger A. Waesche, Jr. -- -- -- -- --
Mike D. Kaiser -- -- -- -- --
Dwight S. Taylor 75,000 9.8 $9.90 3/8/11 $75,750
------------------
(1) The options granted to Mr. Griffin and Mr. Taylor in 2001 are exercisable
beginning on March 8, 2005.
(2) We chose to use the Black-Scholes option-pricing model to estimate the
grant date present value of the options set forth in this table. Our use of
this model should not be construed as an endorsement of its accuracy at
valuing options. The following assumptions were made for purposes of
calculating the grant date present value: an expected life of 4.0 years,
volatility of 25.85%, a dividend yield of 8.06% and a risk-free interest
rate of 4.71%. The real value of the options in this table depends upon the
actual performance of our common shares during the applicable period.
18
YEAR END OPTION VALUE
The table below provides information about the value of share options
unexercised at the end of 2001 for executive officers listed in the Summary
Compensation Table previously set forth. Value is calculated using the
difference between the option exercise price and the year-end common share price
multiplied by the number of common shares underlying the options. None of the
executive officers on the table below exercised share options during 2001.
No. of Shares Underlying Value of Unexercised
Unexercised Options at in-the-money Options at
December 31, 2001 December 31, 2001
--------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Clay W. Hamlin, III 427,500 -- $1,489,825 $ --
Randall M. Griffin 275,000 380,000 756,750 1,569,350
Roger A. Waesche, Jr. 105,000 237,500 311,663 296,838
Michael D. Kaiser 42,500 5,000 135,725 21,225
Dwight S. Taylor 42,500 80,000 135,725 21,225
CERTAIN TRANSACTIONS
During 2001, we acquired two parcels of land for $469,000 from Constellation
Real Estate, Inc. ("Constellation"), which at the time was our largest
shareholder and designated two of the eight members on our Board of Trustees.
Constellation sold its security holdings in Corporate Office Properties Trust on
March 5, 2002.
We recognized revenue of $103,000 in 2001 on office space leased to
Constellation Real Estate, Inc.
INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP audited our financial statement for the year ended
December 31, 2001. We have selected PricewaterhouseCoopers LLP as our auditors
for 2002. We expect one of its representatives to be present at the Annual
Meeting. The representative will have an opportunity to make a statement, if
they desire to do so, and to answer questions.
ANNUAL REPORT ON FORM 10-K
We will provide without charge to each person solicited by this proxy statement
a copy of our Annual Report on Form 10-K for the year ended December 31, 2001 as
filed with the Securities and Exchange Commission that includes all financial
statements and schedules. You must make this request in writing to the Vice
President-Investor Relations, at IR@COPT.COM or 8815 Centre Park Drive, Suite
400, Columbia, MD 21045.
19
CORPORATE OFFICE PROPERTIES TRUST
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 16, 2002
10:00 A.M.
THE WORLD TRADE CENTER BALTIMORE
401 EAST PRATT STREET
BALTIMORE, MARYLAND
----------------------------------------------------------------------------
[LETTERHEAD] PROXY
--------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES FOR USE AT THE ANNUAL MEETING
ON MAY 16, 2002.
The common shares you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEM 1.
By signing the proxy, you revoke all prior proxies and appoint Clay W. Hamlin,
III and Randall M. Griffin, and each of them, with full power of substitution,
to vote your shares on the matters shown on the reverse side and any other
matters which may come before the Annual Meeting and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS.
TO VOTE YOUR PROXY BY MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope or return it to Corporate Office Properties Trust, c/o Shareowner
Services(TM), P.O. Box 64873, St. Paul, MN 55164-0873.
PLEASE DETACH HERE
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ITEM 1.
1. Election of Trustees: 01 Betsy Z. Cohen | | Vote FOR | | Vote WITHHELD
02 Robert L. Denton both nominees from both nominees
(except as marked)
_______________________________
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) _______________________________
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE PROPOSAL.
Address Change? Mark Box | |
indicate changes below: Date: __________________
_______________________________
_______________________________
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held
in joint tenancy, all persons must sign. Trustees,
administrators, etc., should include title and authority.
Corporations should provide full name of corporation and title
of authorized officer signing the proxy.