Summary of FIRST POTOMAC REALTY TRUST

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Non-Employee Trustee Compensation

On May 23, 2012, each of the non-employee trustees was granted 4,649 restricted common shares of the Company (the "Trustee Share Awards"), valued on the date of grant at approximately $55,000. The Trustee Share Awards will vest on the earlier of May 23, 2013 or the date of the Company's 2013 Annual Meeting of Shareholders, assuming continued service by the trustee until that date. A form of Restricted Stock Agreement is filed as Exhibit 10.1 hereto.

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

Results of 2012 Annual Meeting of Shareholders

The Annual Meeting was held at the Company's corporate headquarters in Bethesda, Maryland. A total of 46,762,795 (92.12%) of the Company's issued and outstanding common shares held of record on March 16, 2012 were present either in person or by proxy. The information below is a summary of the voting results on three proposals considered and voted upon at the meeting.

Election of Trustees

The following persons, which represents the entire previous board of trustees of the Company, were duly elected as trustees of the Company until the 2013 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert H. Arnold, Richard B. Chess, Douglas J. Donatelli, J. Roderick Heller, III, R. Michael McCullough, Alan G. Merten and Terry L. Stevens. The table below sets forth the voting results for each nominee:

                                      Votes            Votes           Broker
         Nominee                       For            Withheld        Non-Votes
         Robert H. Arnold            36,529,855        5,718,126       4,514,814
         Richard B. Chess            36,495,681        5,752,300       4,514,814
         Douglas J. Donatelli        32,725,765        9,522,216       4,514,814
         J. Roderick Heller, III     36,482,480        5,765,501       4,514,814
         R. Michael McCullough       32,101,639       10,146,342       4,514,814
         Alan G. Merten              33,170,707        9,077,274       4,514,814
         Terry L. Stevens            33,196,560        9,051,421       4,514,814

Ratification of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company's shareholders ratified the appointment of
KPMG LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2012. Set forth below are the results of the
shareholder vote on these proposals:



                                Votes                            Broker
                Votes For      Against        Abstentions       Non-Votes
                44,814,152     1,922,682            25,461               0

Approval (on an advisory, non-binding basis) of the Company's Named Executive Officer Compensation

                                                             Broker
                 Votes For    Votes Against   Abstentions   Non-Votes
                 32,629,942     9,556,908       61,131      4,514,814