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
May 31, 2018
Date of Report (Date of Earliest Event Reported)
LIFE STORAGE, INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
|
Maryland
(Life Storage, Inc.) |
1-13820 | 16-1194043 | ||
|
Delaware
(Life Storage LP) |
0-24071 | 16-1481551 | ||
|
(State or Other Jurisdiction
Of Incorporation) |
(Commission
File Number) |
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Life Storage, Inc.:
Emerging growth company ☐
Life Storage LP:
Emerging growth company ☐
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.
Life Storage, Inc. ☐
Life Storage LP ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2018 Annual Meeting of Shareholders of Life Storage, Inc. (the “Company”) was held on May 31, 2018. Proxies were solicited pursuant to the Company’s proxy statement filed on April 19, 2018 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the Company’s solicitation. As of the record date of April 17, 2018, there were 46,514,198 shares of the Company’s common stock issued and outstanding. 44,205,296 shares were represented in person or by proxy at the meeting, or 95% of the total shares issued and outstanding. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.
P roposal 1. The election of eight directors of the Company to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. In accordance with the results below, each nominee as listed in the proxy statement was elected to serve as a director.
| Votes For |
Votes
Withheld |
Broker
Non-Votes |
||||||||||
|
David L. Rogers |
41,523,150 | 88,841 | 2,593,305 | |||||||||
|
Charles E. Lannon |
40,862,314 | 749,677 | 2,593,305 | |||||||||
|
Stephen R. Rusmisel |
41,137,349 | 474,642 | 2,593,305 | |||||||||
|
Arthur L. Havener, Jr. |
41,158,236 | 453,755 | 2,593,305 | |||||||||
|
Mark G. Barberio |
41,366,205 | 245,786 | 2,593,305 | |||||||||
|
Carol Hansell |
41,515,113 | 96,878 | 2,593,305 | |||||||||
|
Dana Hamilton |
41,432,769 | 179,222 | 2,593,305 | |||||||||
|
Edward J. Pettinella |
41,515,261 | 96,730 | 2,593,305 | |||||||||
Proposal 2. The ratification of the appointment by the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018. In accordance with the results below, the appointment of Ernst & Young LLP was ratified and approved.
| Votes For | Votes Against | Abstentions |
Broker Non- Votes |
|||
| 43,273,453 | 885,657 | 46,185 | 0 |
Proposal 3. Proposal to approve (on a non-binding basis) the compensation of the Company’s executive officers. In accordance with the results below, the compensation was approved (on a non-binding basis).
| Votes For | Votes Against | Abstentions |
Broker Non- Votes |
|||
| 39,750,973 | 1,753,793 | 107,225 | 2,593,305 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized.
| LIFE STORAGE, INC. | ||||||
| Date: June 1, 2018 | By |
/s/ Andrew J. Gregoire |
||||
| Name: | Andrew J. Gregoire | |||||
| Title: | Chief Financial Officer | |||||
| LIFE STORAGE LP | ||||||
| Date: June 1, 2018 | By: | LIFE STORAGE HOLDINGS, INC., as General Partner | ||||
| By |
/s/ Andrew J. Gregoire |
|||||
| Name: | Andrew J. Gregoire | |||||
| Title: | Chief Financial Officer | |||||