SOVRAN SELF STORAGE INC (Form: 8-K, Received: 01/21/2015 16:18:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

washington, d.c. 20549

FORM 8-K

current report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

January 19, 2015

Date of Report (Date of Earliest Event Reported)

SOVRAN SELF STORAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State of Other Jurisdiction

Of Incorporation)

1-13820

(Commission

File Number)

16-1194043

(I.R.S. Employer

Identification Number)

6467 Main Street

Williamsville, New York 14221

(Address of Principal Executive Offices)

(716) 633-1850

(Registrants' Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions ( see General Instruction A.2. below):

[ ] Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

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

On January 19, 2015, Sovran Self Storage, Inc. (the “Company”) entered into Amendments to the existing employment agreements between the Company, its operating partnership, Sovran Acquisition Limited Partnership, and each of Robert J. Attea, Kenneth F. Myszka and David L. Rogers (the “Amendments”). These Amendments were entered into as part of a succession plan for senior management of the Company. The Amendments with respect to Messrs. Attea and Myszka, among other matters, provide for a term end date of December 31, 2017 and December 31, 2018, respectively, provide for a description of their duties during the term, provide that Messrs. Attea and Myszka will no longer participate in the Company’s incentive compensation and bonus plans after January 1, 2015 and January 1, 2016, respectively, and provide that the existing provisions in their employment agreements regarding gross-up payments are deleted. Mr. Attea will continue serve as Executive Chairman. Mr. Myszka will continue to serve as President of the Company, and as set forth below, Edward F. Killeen will assume the position of Chief Operating Officer. The Amendment with respect to Mr. Rogers provides that the existing provision in his employment agreement regarding gross-up payments is deleted.

The above summaries of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments. A copy of the Amendments are included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

Also on January 19, 2015, the Company appointed Edward F. Killeen, age 51, as Chief Operating Officer of the Company, and Paul T. Powell, age 59, as Chief Investment Officer of the Company. Mr. Killeen has been Executive Vice President of Real Estate Management of the Company since March 1, 2012 and has been with the Company since 1997. Mr. Killeen is the brother-in-law of Mr. Attea, the Executive Chairman of the Board and a director of the Company. Mr. Powell has been Executive Vice President of Real Estate Investment of the Company since March 1, 2012 and has been with the Company since 1997.

Also, on January 19, 2015, the Board of Directors (the “Board”) of the Company increased the number of directors to be elected to the Board from six (6) to seven (7) and elected Arthur L. Havener, Jr. and Mark G. Barberio to the Board. There had been one vacancy on the Board since the October 2014 death of James R. Boldt. Each new director was elected with a term expiring at the 2015 annual meeting of shareholders of the Company. At this time, neither new director will serve on any committees of the Board.

Mr. Havener is principal of Stampede Capital LLC, which provides real estate consulting support to publicly traded real estate investment trusts and institutional investors. Prior to forming Stampede, he was a Vice President of A.G. Edwards and Sons Inc., and Head of Real Estate Research from 2002 to 2007. Mr. Havener also serves on the Board of Trustees of Boardwalk REIT, a Canadian REIT traded on the Toronto Stock Exchange.

Mr. Barberio is principal of Markapital, LLC. Prior to forming Markapital, Mr. Barberio was employed by Mark IV, LLC (now Dayco, LLC) a global diversified manufacturing company from 1985 to 2013. He served in a variety of positions at Mark IV, most recently as Co-Chief Executive Officer and Chief Financial Officer.

There are no arrangements or understandings between the new directors and any other person pursuant to which they were elected as directors of the Company and the new directors are not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. The Board has affirmatively determined that each of the new directors is independent from management and its independent registered public accounting firm within the meaning of the New York Stock Exchange listing standards and as defined in the rules and regulations of the Securities and Exchange Commission.

The new directors will receive compensation in accordance with the Company’s director compensation program, with annual fees being prorated for the current year.

Item 8.01

Other Events

On January 20, 2015 and January 21, 2015, the Company issued press releases concerning the matters disclosed in this report. Copies of the press releases are furnished as Exhibits 99.1 and 99.2.

Item 9.01

Financial Statements and Exhibits

The following Exhibits are filed herewith:

Exhibit No.		Description

10.1		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Robert J. Attea dated January 19, 2015

10.2		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Kenneth F. Myszka dated January 19, 2015

10.3		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and David L. Rogers dated January 19, 2015

99.1		Press Release dated January 20, 2015
99.2		Press Release dated January 21, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 21, 2015

SOVRAN SELF STORAGE, INC.

By /s/ ANDREW J. GREGOIRE

Name: Andrew J. Gregoire

Title: Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description

10.1		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Robert J. Attea dated January 19, 2015

10.2		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and Kenneth F. Myszka dated January 19, 2015

10.3		Amendment to Employment Agreement between Sovran Self Storage, Inc., Sovran Acquisition Limited Partnership and David L. Rogers dated January 19, 2015

99.1		Press Release dated January 20, 2015
99.2		Press Release dated January 21, 2015

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) to Employment Agreement by and among Robert J. Attea (“Executive”), Sovran Self Storage Inc. (the “Corporation”) and Sovran Acquisition Limited Partnership (“SALP”) as amended and restated effective January 1, 2009 (“Agreement”). The Corporation and SALP, are collectively referred to herein as the “Company”.

WHEREAS, the Executive is a valuable employee of the Company, an integral part of its management team and a key participant in the decision-making process for material corporate actions and in short-term and long-term strategic planning for the Company; and

WHEREAS, as a founder of the Company and a key executive officer for over 19 years, the Executive has invaluable experience in the real estate market and, in particular, in the self-storage industry; and

WHEREAS, the Corporation’s Board of Directors desires to implement an orderly and efficient succession plan for senior management of the Company; and

WHEREAS, the Board recognizes the value of the Executive’s continuation in the employ of the Company in order to facilitate the implementation of such succession plan, including the transition of Executive duties to his successor and to advise on and to provide advice and counsel to the officers of the Company, including to the Chief Executive Officer and the Chief Investment Officer (or any successor to either); and

WHEREAS, the Executive is willing to assist the Company in the foregoing implementation and transition and devote appropriate time and efforts in facilitating such transition over the next three (3) years.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. The Executive’s shall continue to be the Chairman of the Board of Directors, and shall have the title of Executive Chairman of the Board.

2. Commencing on January 1, 2015, the Executive’s duties will be to assist the senior management of the Company in strategic planning and acquisition strategy, as contemplated in the preambles of this Amendment, and to perform such other duties as may be reasonably requested from time to time by the Board of Directors and agreed to by the Executive.

3. Notwithstanding Section 3 of the Agreement, (a) the Executive’s employment under the Agreement shall expire on December 31, 2017 (the “Term-End Date”) unless earlier terminated pursuant to Section 4 of the Agreement, and (b) expiration of the Agreement at the Term-End Date shall not be treated as a termination by the Company without cause or a resignation by the Executive for Good Reason and the Executive shall not be entitled to severance payments under Section 5 of the Agreement as a result of the expiration of the employment on the Term-End Date.

4. From and after January l, 2015, the Company shall pay the Executive the compensation and benefits as set forth in Section 2 of the Agreement (other than Paragraph 1(b) and Paragraph 1(f) of Exhibit A thereof), provided that the annual base salary shall be not less than $508,200 and except that the Executive shall no longer be entitled to participate in the Company’s incentive compensation plans and bonus plans (under Paragraph 1(b) and Paragraph 1(f) of Exhibit A or otherwise) except as set forth in Paragraph 6 hereof.

5. Section 5(e) (“Gross-up Payments”) of the Agreement is deleted in its entirety.

6. Existing grants of restricted stock, performance-based restricted stock, stock options or any incentive or bonus payments due with respect to 2014 will be unaffected by any of the changes set forth in this Amendment and all other terms of the Agreement will continue unaffected by this Amendment.

7. The Company and the Executive agree that (i) the Executive shall not have the right to terminate the Agreement for “Good Reason” or otherwise make a claim against the Company by reason of entering into this Amendment and (ii) the Company shall not have the right to terminate the Agreement for “cause” or otherwise make a claim against the Executive by reason of entering into this Amendment.

Dated: January 19, 2015

SOVRAN SELF STORAGE, INC. By: /s/David L. Rogers David L. Rogers, Chief Executive Officer
SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its General Partner By: /s/David L. Rogers David L. Rogers, Chief Executive Officer
/s/Robert J. Attea Robert J. Attea

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) to Employment Agreement by and among Kenneth F. Myszka (“Executive”), Sovran Self Storage Inc. (the “Corporation”) and Sovran Acquisition Limited Partnership (“SALP”) as amended and restated effective January 1, 2009 (“Agreement”). The Corporation and SALP, are collectively referred to herein as the “Company”.

WHEREAS, as a founder of the Company and a key executive officer for over 19 years, the Executive has invaluable experience in the self-storage industry; and

WHEREAS, the Corporation’s Board of Directors desires to implement an orderly and efficient succession plan for senior management of the Company; and

WHEREAS, the Board recognizes the value of the Executive’s continuation in the employ of the Company in order to facilitate the implementation of such succession plan, including the transition of Executive’s duties to his successor and to advise on and to provide advice and counsel to the officers of the Company, including to the Chief Executive Officer and the newly appointed Chief Operating Officer or any successor to either; and

WHEREAS, the Executive is willing to assist the Company in the foregoing implementation and transition and devote significant time and efforts in facilitating such transition over the next four (4) years.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. The Executive shall continue to serve as, and have the title of President of the Company but Executive shall no longer be Chief Operating Officer.

2. Commencing on January 1, 2016, the Executive’s duties will be to assist the senior management of the Company in strategic planning and operational matters, as contemplated in the preambles of this Amendment, and to perform such other duties as may be reasonably requested from time to time by the Board of Directors and agreed to by the Executive.

3. Notwithstanding Section 3 of the Agreement, (a) the Executive’s employment under the Agreement shall terminate on December 31, 2018 (the “Term-End Date”) unless earlier terminated pursuant to Section 4 of the Agreement; and (b) expiration of the Agreement at the Term-End Date shall not be treated as a termination by the Company without cause or a resignation by the Executive for Good Reason and the Executive shall not be entitled to severance payments under Section 5 of the Agreement as a result of the expiration of the employment on the Term-End Date.

4. From and after January l, 2015, the Company shall pay the Executive the compensation and benefits as set forth in Section 2 of the Agreement (other than Paragraph 1(b) and Paragraph 1(f) of Exhibit A thereof). From and after January l, 2016, the Company shall pay the Executive the compensation and benefits as set forth in Section 2 of the Agreement, provided that the annual base salary shall be not less than $508,200 and except that the Executive shall no longer be entitled to participate in the Company’s incentive compensation plans and bonus plans (under Paragraph 1(b) and Paragraph 1(f) of Exhibit A or otherwise) except as set forth in Paragraph 6 hereof.

5. Section 5(e) (“Gross-up Payments”) of the Agreement is deleted in its entirety.

6. Existing grants of restricted stock, performance-based restricted stock, stock options or any incentive or bonus payments with respect to 2014 and 2015 will be unaffected by any of the changes set forth in this Amendment and all other terms of the Agreement will continue unaffected by this Amendment.

Dated: January 19, 2015
SOVRAN SELF STORAGE, INC. By: /s/David L. Rogers David L. Rogers, Chief Executive Officer
SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its General Partner By: /s/David L. Rogers David L. Rogers, Chief Executive Officer
/s/Kenneth F. Myszka Kenneth F. Myszka

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) to Employment Agreement by and among David L. Rogers (“Executive”), Sovran Self Storage Inc. (the “Corporation”) and Sovran Acquisition Limited Partnership (“SALP”) as amended and restated effective January 1, 2009 (“Agreement”). The Corporation and SALP, are collectively referred to herein as the “Company”.

WHEREAS, the Corporation’s Board of Directors desires to implement an orderly and efficient succession plan for senior management of the Company and in connection therewith the Company and Robert J. Attea and Kenneth F. Myszka are each entering an amendments to their respective employments agreements on the date hereof; and

WHEREAS, among other matters, the amendments to the employment agreements with Robert J. Attea and Kenneth F. Myszka provide that the section regarding gross-up payments in the connection with certain severance payments is deleted in its entirety; and

WHEREAS, in connection with the foregoing and to assist in facilitating the succession plan, the Executive and the Company have agreed to enter into this Amendment.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree that Section 5(e) (“Gross-up Payments”) of the Agreement is deleted in its entirety.

Dated: January 19, 2015
SOVRAN SELF STORAGE, INC. By: /s/Kenneth F. Myszka Kenneth F. Myszka, President
SOVRAN ACQUISITION LIMITED PARTNERSHIP By: Sovran Holdings, Inc., its General Partner By: /s/Kenneth F. Myszka Kenneth F. Myszka, President
/s/ David L. Rogers David L. Rogers

	Exhibit 99.1
Sovran Self Storage, Inc 6467 Main St., Buffalo, NY 14221 (716) 633-1850

FOR IMMEDIATE RELEASE

January 20, 2015

Sovran Self Storage, Inc. Announces Promotions, Changes in Executive Positions

Buffalo, New York, January 20, 2015 - Sovran Self Storage, Inc., (NYSE:SSS), a self storage real estate investment trust (REIT), announced promotions and changing roles of several of its executive personnel.

Paul T. Powell has assumed the title of Chief Investment Officer, responsible for the acquisition, disposition and development of the Company’s self storage assets. Mr. Powell has served the Company in various capacities since 1997, most recently as Executive Vice President of Real Estate Investment. Prior to joining Sovran, he was Director of Storage Operations for a Virginia based self storage entity.

Edward F. Killeen has assumed the title of Chief Operating Officer. Mr. Killeen joined the Company in 1997 and has held a number of positions in the property management, marketing and operations departments, and has most recently held the title of Executive Vice President of Real Estate Management. Prior to joining the Company, Mr. Killeen was a senior executive of a multi-state apparel retailer.

Robert J. Attea remains the Company’s Executive Chairman and will advise Mr. Powell in his newly expanded role and work with other senior executives concerning overall corporate strategy. Kenneth F. Myszka will retain his position as the Company’s President and will likewise advise Mr. Killeen as he assumes the COO position and continue working with the executive team. The changes are part of an organized succession plan approved by the Company’s Board of Directors, and the employment contracts of both Mr. Attea and Mr. Myszka have been modified. Both will continue to serve on the Board of Directors of the Company.

David Rogers, the Company’s Chief Executive Officer commented, “Paul and Ed are key members of our management team, and are well prepared for their more senior roles. Further, we’re fortunate to have the experience and counsel of Bob and Ken in the coming years. Each has over 30 years in the self storage business and offers a wealth of knowledge to all of us.”

About Sovran Self Storage, Inc.

Sovran Self Storage, Inc. is a self-administered and self-managed equity REIT that is in the business of acquiring and managing self storage facilities. The Company operates over 500 self storage facilities in 25 states under the name “Uncle Bob’s Self Storage” ® . For more information, visit www.unclebobs.com , like us on Facebook , or follow us on Twitter .

	Exhibit 99.2
Sovran Self Storage, Inc 6467 Main St., Buffalo, NY 14221 (716) 633-1850

FOR IMMEDIATE RELEASE

January 21, 2015

Sovran Self Storage, Inc. Announces Appointment of Two Independent Directors to Board

Buffalo, New York, January 21, 2015 - Sovran Self Storage, Inc., (NYSE:SSS), a self storage real estate investment trust (REIT), announced the appointment of two new members to its Board of Directors.

Mark G. Barberio and Arthur L. Havener will begin service on the Board immediately and will stand for election for a one-year term in May at the Company’s Annual Meeting of Shareholders.

Robert J. Attea, the Company’s Executive Chairman of the Board stated, “We’re pleased to have Mark and Art join our Company. They each bring a depth of experience and knowledge in their respective areas of expertise, and complement the skills of our existing Directors”.

Mr. Havener is Principal of Stampede Capital LLC, providing real estate consulting support to publicly traded real estate investment trusts and institutional investors. Prior to forming Stampede, he was a Vice President of A.G. Edwards and Sons Inc., and Head of Real Estate Research from 2002 to 2007. He obtained a Master’s of Business Administration from Webster University in St. Louis, Missouri in 1992, a Bachelor of Science from the University of Missouri – Columbia in 1989, and is a graduate of the Directors Education Program from the Rotman School of Management, University of Toronto. Mr. Havener also serves on the Board of Trustees of Boardwalk REIT and was recently an Alderman and Chair of the Finance Committee in the Municipality of Sunset Hills, Missouri.

Mr. Barberio is Principal of Markapital, LLC, a Business and M & A consulting firm. Prior to forming Markapital, Mr. Barberio was employed by Mark IV, LLC (now Dayco, LLC) a global diversified manufacturing company (formerly NYSE:IV) from 1985 to 2013. He served in a variety of positions at Mark IV, most recently as Co-CEO and CFO. He earned a B.S. degree in Accounting from the Rochester Institute of Technology in 1985 and an M.B.A. degree from the State University of New York at Buffalo in 1990. Mr. Barberio serves on the Boards of RWP Energy and Buffalo Angels, LLC, and is a member of the National Association of Corporate Directors.

Sovran Self Storage, Inc. is a self-administered and self-managed equity REIT that is in the business of acquiring and managing self storage facilities. The Company operates over 500 self storage facilities in 25 states under the name “Uncle Bob’s Self Storage” ® . For more information visit www.unclebobs.com , like us on Facebook , or follow us on Twitter .