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

September 12, 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 5.02

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

On September 12, 2018, Life Storage, Inc. (the “Company”) announced that David L. Rogers, the Chief Executive Officer of the Company, will retire effective March 1, 2019 and that Joseph V. Saffire, the Company’s current Chief Investment Officer, will succeed Mr. Rogers as Chief Executive Officer of the Company effective upon Mr. Rogers’ retirement.

In connection with Mr. Rogers’ retirement as Chief Executive Officer of the Company, the Company and Mr. Rogers entered into an Amendment to Employment Agreement and Separation Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed that Mr. Rogers will retire as of March 1, 2019 and will continue to receive his current salary and bonus through his retirement date. He will also remain eligible for a bonus, if any, for 2018 service under the Company’s annual incentive compensation plan and the performance metrics of such plan, vest in certain previously issued restricted stock upon his retirement, and be entitled to receive performance shares under previously issued performance-based share awards as if he had remained in the employment of the Company through end of the applicable performance period. Also, the Company’s severance obligations applicable to Mr. Rogers were deleted from his existing employment agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Mr. Saffire, age 48, has served as Chief Investment Officer of the Company since November 1, 2017. Prior to joining the Company, Mr. Saffire served as Executive Vice President and Head of Commercial Banking of First Niagara Bank from April 2014 until September 2016 and served as an Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa of Wells Fargo Bank from 2012 to 2014. Prior to 2012, Mr. Saffire served in various management capacities for over 20 years with HSBC Bank, including serving as Chief Operating Officer and Head of International Corporate and Commercial Banking from 2010 to 2012 and Executive Vice President and Regional President - Corporate and Commercial Banking from 2007 to 2010.

Except for the change in Mr. Saffire’s position with the Company, the terms of his employment remain unchanged.

The law firm of Phillips Lytle LLP has represented the Company since its inception and is currently representing the Company and various joint ventures in which the Company has an ownership interest. Mr. Frederick G. Attea, a partner of Phillips Lytle LLP, married Mr. Saffire’s mother-in-law in September 2017. Phillips Lytle LLP’s legal fees for services rendered to the Company and to the various joint ventures in which the Company has an ownership interest totaled $2,385,739 in 2017.

 

Item 7.01

Regulation FD Disclosure.

On September 12, 2018, the Company issued a press release with respect to the matters set forth herein, a copy of which press release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No. 		  

Description

10.1    Amendment to Employment Agreement and Separation Agreement by and among Life Storage, Inc., Life Storage LP and David L. Rogers, dated September 12, 2018
99.1    Press Release issued on September 12, 2018

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 its behalf by the undersigned, thereunto duly authorized.

 

    LIFE STORAGE, INC .
Date: September 12, 2018     By  

/s/ Andrew J. Gregoire

    Name:   Andrew J. Gregoire
    Title:   Chief Financial Officer

 

    LIFE STORAGE LP
Date: September 12, 2018     By: LIFE STORAGE HOLDINGS, INC., as General Partner
    By  

/s/ Andrew J. Gregoire

    Name:   Andrew J. Gregoire
    Title:   Chief Financial Officer

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT AND SEPARATION AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT AND SEPARATION AGREEMENT (this “Amendment and Agreement”) is entered into as of the 12th day of September, 2018, by and among Life Storage, Inc., a Maryland corporation and Life Storage LP, a Delaware limited partnership (the “Corporation” or the “Partnership”, respectively and collectively the “Company”), and David L. Rogers (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of May 14, 1999, which Employment Agreement was amended and restated as of January 1, 2009, amended by a certain Amendment to Employment Agreement dated as of January 19, 2015 and amended by a certain Amendment to Employment Agreement dated as of February 22, 2017 (such agreement as so amended, being the “Employment Agreement”); and

WHEREAS, the Executive is a co-founder of the Company, has served as an executive officer of the Company since its inception in 1995 and has served as the Chief Executive Officer of the Company since 2012; and

WHEREAS, as part of the Company’s ongoing succession process and in order to facilitate an orderly and efficient succession plan with respect to the Chief Executive Officer position of the Company, the Executive and the Company have mutually agreed that the Executive will retire from his position as Chief Executive Officer of the Company effective as of March 1, 2019; and

WHEREAS, in connection with such retirement, the Company and the Executive desire to enter into this Amendment and Agreement to amend the Employment Agreement and to evidence certain additional understandings, all as set forth below.    

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

1.     Retirement Date.     The Executive will retire on March 1, 2019 (the “Retirement Date”) and, thus his employment under the Employment Agreement shall terminate on such Retirement Date (the “Retirement Date”), unless such employment is earlier terminated pursuant to Section 4 of the Employment Agreement. During the remaining term of the Executive’s employment with the Company, in addition to the Executive’s duties as Chief Executive Officer of the Company, the Executive will assist in the transition of the Chief Executive Officer position of the Company to his successor.

2.     Salary and Benefits .    During the remaining term of the Executive’s employment with the Company, the Executive shall continue to be paid his current annual base salary of $600,000 per year (with such salary being prorated for 2019), payable in accordance with the Company’s regular pay practices and subject to applicable withholdings, and the Executive shall

continue to be provided with all other benefits in accordance with Section 1 of Exhibit A of the Employment Agreement and past practice, except as expressly provided herein. The Executive shall also continue to be eligible for a bonus, if any, pursuant to the Company’s Annual Incentive Compensation Plan for senior executives based upon his employment with the Company in 2018 and the performance metrics under such plan, with any such bonus to be paid in 2019 consistent with past practices of the Company. The Executive shall not be eligible for a bonus pursuant to such plan with respect to his employment in 2019. During the remaining term of the Executive’s employment, the Executive shall not receive, and shall not be entitled to receive, any long term equity incentive grants pursuant to the Company’s award and option plan or otherwise.

3.      Restricted Stock . The Executive shall continue to vest in outstanding restricted stock grants in accordance with the terms of such grants. Also, unless the Company terminates the Employment Agreement for “cause” or the Executive terminates the Employment Agreement by his resignation of employment with the Company effective prior to the Retirement Date, the balance of any remaining unvested restricted stock (9,143 shares) shall all immediately vest on the Retirement Date and not be forfeited.

4.     Performance Shares . The Executive has been issued certain Performance-Based Share Awards as set forth in Exhibit A hereto (the “ Performance-Based Share Awards ”). With respect to the Performance-Based Share Awards, unless the Company terminates the Employment Agreement for “cause” or the Executive terminates the Employment Agreement by his resignation of employment with the Company effective prior to the Retirement Date, the Executive shall be entitled to receive such number of shares issuable pursuant to each of the Performance-Based Share Awards as if the Executive had remained in the employment of the Company through the end of the applicable Performance Period. Such Performance-Based Share Awards shall be issued and awarded at the end of the applicable Performance Period in accordance with the applicable award notice.

5.     Severance Benefits . Section 5 of the Employment Agreement and Section 2 of Exhibit A of the Employment Agreement are each deleted in their entirety.

6.     Termination of Executive’s Employment During the Remaining Term In the event the Employment Agreement is terminated during the Remaining Term (a) as a result of the Executive’s death or “disability” (as defined in the Employment Agreement), (b) by the Company without cause, or (c) by the Executive for “Good Reason” (as defined in the Employment Agreement”) prior to the Retirement Date, the Company shall pay to the Executive (or his successors and assigns in the event of his death), the Executive’s salary and bonus as if the Executive had remained in the Company’s employment through the Retirement Date (less in the case of permanent disability, any amounts paid by the Company or under the Company’s disability insurance contracts). Each installment of salary shall be deemed a separate “payment” for purposes of Code Section 409A and Reg. §1.409A-2(b)(2). Any amount payable under this Section 6 on or after March 15, 2019 on account of any reason other than the Executive’s death shall not be paid sooner than the day following the six month anniversary of the Executive’s termination of employment.

7.     Status as Director . On the Retirement Date, the Executive’s status as a director of the Company shall remain unchanged. After the Retirement Date, for so long as the Executive serves as a non-employee director of the Company, the Executive shall be entitled to compensation for such service as a director consistent with other non-employee directors of the Company.

8.     Effect of this Amendment and Agreement. Except as specifically set forth in this Amendment and Agreement, the terms of the Employment Agreement remain in full force and effect. The Executive and the Company agree that the modifications to the terms of the Executive’s employment set forth herein have been mutually agreed to by the parties and the Executive shall not have the right to terminate the Employment Agreement for “Good Reason” as a result of such modifications.

9.     Survival of Covenants under Employment Agreement . The Company and the Executive agree that the Executive’s obligations under Section 6 of the Employment Agreement shall continue and survive the Executive’s retirement pursuant to such terms; however, the Executive’s obligations under Section 6(a)(i) shall be extended through December 31, 2020.

IN WITNESS WHEREOF, the parties have executed this Amendment and Agreement as of the day and year first set forth above.

 

    LIFE STORAGE, INC.
    By:  

/s/ Andrew J. Gregoire

/s/ David L. Rogers

    Andrew J. Gregoire, Chief Financial Officer
David L. Rogers      
    LIFE STORAGE LP
    By  

LIFE STORAGE HOLDINGS, INC.

General Partner

    By:  

/s/ Andrew J. Gregoire

   

Andrew J. Gregoire, Chief Financial Officer

EXHIBIT A

PERFORMANCE BASED SHARE AWARDS

 

Grant Date

  

Target Number
of Performance Shares

  

Performance Period

12/17/2015

   5,196   

12/18/2015 to

12/17/2018

12/22/2016

   6,907   

12/23/2016 to

12/22/2019

2/22/2017

   3,577    2/23/2017 to
2/22/2020

12/29/2017

   7,039    12/30/2017 to
12/29/2020

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Life Storage, Inc. Announces Leadership Succession

David Rogers to Retire as Chief Executive Officer, to be Succeeded by Joseph V. Saffire, currently Chief Investment Officer

Buffalo, NY, September  12, 2018 – Life Storage, Inc. (NYSE:LSI), a leading national owner and operator of self storage facilities, announced today that it will promote the Company’s Chief Investment Officer Joseph Saffire to Chief Executive Officer upon the retirement of current CEO David Rogers, effective March 1, 2019. Mr. Rogers will continue to serve on the Company’s Board of Directors.

Mark Barberio, the Company’s Chairman commented, “We are excited for Joe to transition to the role of CEO. He brings a wealth of leadership, relationship, real estate, and capital markets skills to this position, and he has been a great fit since joining us last year. We believe Joe, along with the rest of our talented and experienced team, will continue to successfully serve our customers, grow our portfolio, and build our Company’s shareholder value.”

Mr. Barberio continued, “The Board of Directors would like to thank Dave for his significant contributions to the Company over the past 35 years as a co-founder, CFO and, for the past seven years, as CEO. We are pleased that he will continue to provide his knowledge, perspective, and passion as a member of our Board.”

Mr. Rogers commented, “Joe has proven to be an incredible asset to our Company, working extremely well with the entire management team and all of our stakeholders. His efforts to advance our real estate investment and third-party management strategies and operations have better positioned Life Storage for further growth. I look forward to collaborating with him over the next six months to ensure a smooth transition, and with my fellow board members to position Life Storage for continued success.”

Mr. Saffire noted, “It is an absolute honor to lead Life Storage through our next phase of growth. I look forward to continuing to work side-by-side with this incredible customer-focused, hard-working, collaborative and innovative team.”

Prior to joining Life Storage, Mr. Saffire held various executive leadership roles over a two-decade banking career across three continents with HSBC, Wells Fargo, and First Niagara Financial Group. In addition to driving strategic growth at all three banks, Mr. Saffire had extensive experience with commercial real estate, including self storage. In his last role with First Niagara, Mr. Saffire served as Executive Vice President and Head of Commercial Banking with responsibility for total commercial assets of $20 billion and more than 1,000 teammates.

ABOUT LIFE STORAGE, INC:

Life Storage, Inc. is a self-administered and self-managed equity REIT that is in the business of acquiring and managing self storage facilities. Located in Buffalo, NY, the Company operates more than 700 storage facilities in 28 states. The Company serves both residential and commercial storage customers with

LOGO

storage units rented by month. Life Storage consistently provides responsive service to its 400,000-plus customers, making it a leader in the industry. For more information visit https://invest.lifestorage.com/ .

Life Storage, Inc.

David Dodman

Vice President, Investor Relations and Strategic Planning

(716) 229-8284

ddodman@lifestorage.com