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
Date of Report (Date of earliest event reported): May 31, 2017
CUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in Charter)
Maryland
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001-32324 |
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20-1024732 |
Delaware
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000-54462 |
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34-1837021 |
(State or Other Jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification
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5 Old Lancaster Road, Malvern, Pennsylvania 19355
(Address of Principal Executive Offices)
(610) 535-5700
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company (CubeSmart) o
Emerging growth company (CubeSmart, L.P.) o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
CubeSmart o
CubeSmart, L.P. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On May 31, 2017, the shareholders of CubeSmart (the Company) approved an amendment of Article X, Section 10.4 of the Companys Declaration of Trust to grant shareholders the right alter, amend or repeal the Companys Third Amended and Restated Bylaws (the Bylaws), and adopt new Bylaws (the Declaration Amendment). Article X, Section 10.4 of the Declaration of Trust previously provided that only the Board of Trustees had the right to modify the Companys bylaws. The foregoing summary is qualified in its entirety by reference to the Declaration Amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Also effective on May 31, 2017, the Board of Trustees of the Company amended the Bylaws effective upon the adoption of the Declaration Amendment to provide shareholders the power to alter, amend or repeal the Bylaws, and adopt new Bylaws (the Bylaws Amendment). As a result of the Bylaws Amendment, shareholders of the Company now have the right to propose amendments or modifications to the Companys Bylaws and to approve such amendments or modifications by a simple majority of the shares entitled to vote on such proposal. The foregoing summary is qualified in its entirety by reference to the Bylaws Amendment, which is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 31, 2017, at the Companys shareholders voted on: (1) the election of eight trustees, (2) the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for 2017, (3) an advisory vote regarding the compensation of the Companys named executive officers, (4) advisory vote regarding the frequency of advisory votes on the compensation of the Companys named executive officers, and (5) a proposal to amend the Declaration of Trust to provide shareholders with the ability to alter, amend or repeal the Bylaws, and adopt new Bylaws. The voting results on these proposals were as follows:
Proposal 1: Election of eight trustees.
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Votes For |
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Withheld |
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Broker Non-Votes |
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William M. Diefenderfer III |
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155,338,343 |
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2,839,199 |
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9,402,691 |
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Piero Bussani |
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156,641,661 |
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1,535,881 |
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9,402,691 |
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John W. Fain |
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155,362,800 |
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2,814,742 |
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9,402,691 |
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Marianne M. Keler |
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156,641,511 |
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1,536,031 |
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9,402,691 |
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Christopher P. Marr |
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156,757,040 |
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1,420,502 |
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9,402,691 |
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John F. Remondi |
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156,733,557 |
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1,443,985 |
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9,402,691 |
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Jeffrey F. Rogatz |
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156,511,890 |
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1,665,652 |
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9,402,691 |
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Deborah R.Salzberg |
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156,657,238 |
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1,520,304 |
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9,402,691 |
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Proposal 2: Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017.
Votes For |
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Votes Against |
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Abstentions |
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166,793,023 |
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648,617 |
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138,593 |
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Proposal 3: Advisory vote on the compensation of the Companys named executive officers.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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150,579,495 |
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7,414,239 |
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183,808 |
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9,402,691 |
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Proposal 4: Advisory vote on frequency of further advisory votes on executive compensation.
One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non-Votes |
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142,648,750 |
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48,426 |
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15,187,793 |
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292,573 |
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9,402,691 |
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Proposal 5: Proposal to amend the Declaration of Trust to provide shareholders with the ability to alter, amend or repeal the Bylaws, and adopt new Bylaws.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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157,639,712 |
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350,953 |
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186,877 |
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9,402,691 |
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
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3.1 |
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Articles of Amendment of Declaration of Trust of CubeSmart. |
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3.2 |
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First Amendment to the Third Amended and Restated Bylaws of CubeSmart. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CUBESMART |
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Date: June 2, 2017 |
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By: |
/s/ Jeffrey P. Foster |
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Name: Jeffrey P. Foster |
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Title: Senior Vice President, Chief Legal Officer & Secretary |
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CUBESMART, L.P. |
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By: |
CUBESMART, its general partner |
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Date: June 2, 2017 |
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By: |
/s/ Jeffrey P. Foster |
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Name: Jeffrey P. Foster |
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Title: Senior Vice President, Chief Legal Officer & Secretary |
Exhibit 3.1
CUBESMART
ARTICLES OF AMENDMENT
CubeSmart, a Maryland real estate investment trust (the Trust) under the Maryland REIT Law, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Article X, Section 10.4 of the Trusts Declaration of Trust (the Declaration of Trust) is hereby amended in its entirety to read as follows:
Section 10.4 Bylaws . The Bylaws of the Trust may be altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of a majority of the entire Board of Trustees or, by the shareholders, by the affirmative vote of a majority of the shares then outstanding and entitled to vote on the matter.
SECOND : This amendment to the Declaration of Trust (Amendment) has been duly advised by the Board of Trustees of the Trust in the manner and by the vote required by law and approved by the requisite vote of the shareholders of the Trust in the manner and by the vote required by law.
THIRD : The undersigned Chief Executive Officer of the Trust acknowledges this Amendment to be the act of the Trust, and, as to all matters or facts required to be verified under oath, that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and such statement is made under the penalties for perjury.
[Signature Page Follows]
IN WITNESS WHEREOF, the Trust has caused this Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 1st day of June, 2017.
ATTEST: |
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CUBESMART |
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/s/ Jeffrey P. Foster |
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By: |
/s/ Christopher P. Marr |
Jeffrey P. Foster, Secretary |
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Christopher P. Marr, Chief Executive Officer |
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EXHIBIT 3.2
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
BYLAWS OF
CUBESMART
(THE TRUST)
The following amendment is effective as of June 1, 2017 as approved by the Trust:
1. Article XIII of the Third Amended and Restated Bylaws (the Bylaws) of the Trust is hereby deleted in its entirety and replaced with the following provision:
ARTICLE XIII
AMENDMENT OF BYLAWS
The Bylaws of the Trust may be altered, amended or repealed, and new Bylaws adopted, by the affirmative vote of a majority of the entire Board of Trustees or, by the shareholders, by the affirmative vote of a majority of the shares then outstanding and entitled to vote on the matter.
2. In the event of any conflict between this amendment and the Bylaws, this amendment shall prevail.
3. All other terms and provisions of the Bylaws shall remain in full force and effect.