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): April 28, 2022
PUBLIC STORAGE
(Exact name of registrant as specified in its charter)
| Maryland | 001-33519 | 95-3551121 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 701 Western Avenue, Glendale, California |
91201-2349 | |
| (Address of principal executive offices) | (Zip Code) |
(818) 244-8080
(Registrant’s 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 registrant under any of the following provisions:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class |
Trading |
Name of exchange | ||
| Common Shares, $0.10 par value | PSA | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value | PSAPrF | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value | PSAPrG | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value | PSAPrH | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value | PSAPrI | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value | PSAPrJ | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value | PSAPrK | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value | PSAPrL | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value | PSAPrM | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value | PSAPrN | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value | PSAPrO | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value | PSAPrP | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value | PSAPrQ | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value | PSAPrR | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value | PSAPrS | New York Stock Exchange | ||
| 0.875% Senior Notes due 2032 | PSA32 | New York Stock Exchange | ||
| 0.500% Senior Notes due 2030 | PSA30 | New York Stock Exchange |
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).
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 pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 28, 2022, Public Storage (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). As discussed in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved an amendment (the “Charter Amendment”) to the Company’s Restated Declaration of Trust (“Charter”) to eliminate supermajority voting requirements to amend the Charter. Accordingly, Section 10.3 of the Charter has been amended to eliminate supermajority voting requirements to amend the Charter.
The Charter Amendment became effective upon the filing of the Charter Amendment with the Maryland State Department of Assessments and Taxation on April 29, 2022.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Four proposals were submitted to the Company’s shareholders for a vote at the Annual Meeting held on April 28, 2022.
The four proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 18, 2022. The final results for the votes for each proposal are set forth below.
| 1. | The shareholders elected fourteen trustees to the Board of Trustees to hold office until the 2023 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows: |
| Name |
Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Ronald L. Havner, Jr. |
129,140,692 | 17,574,863 | 3,033,332 | 7,959,464 | ||||||||||||
| Tamara Hughes Gustavson |
147,568,681 | 1,738,747 | 441,459 | 7,959,464 | ||||||||||||
| Leslie S. Heisz |
148,059,571 | 1,476,900 | 212,416 | 7,959,464 | ||||||||||||
| Michelle Millstone-Shroff |
148,822,200 | 715,208 | 211,479 | 7,959,464 | ||||||||||||
| Shankh S. Mitra |
148,982,109 | 546,622 | 220,156 | 7,959,464 | ||||||||||||
| David J. Neithercut |
148,202,765 | 1,332,118 | 214,004 | 7,959,464 | ||||||||||||
| Rebecca Owen |
148,646,180 | 891,787 | 210,920 | 7,959,464 | ||||||||||||
| Kristy M. Pipes |
147,418,242 | 2,120,119 | 210,526 | 7,959,464 | ||||||||||||
| Avedick B. Poladian |
146,112,434 | 3,419,985 | 216,468 | 7,959,464 | ||||||||||||
| John Reyes |
148,118,001 | 1,186,745 | 444,141 | 7,959,464 | ||||||||||||
| Joseph D. Russell, Jr. |
148,881,136 | 655,437 | 212,314 | 7,959,464 | ||||||||||||
| Tariq M. Shaukat |
148,681,679 | 850,516 | 216,692 | 7,959,464 | ||||||||||||
| Ronald P. Spogli |
146,033,712 | 3,498,686 | 216,489 | 7,959,464 | ||||||||||||
| Paul S. Williams |
146,487,574 | 3,046,502 | 214,811 | 7,959,464 | ||||||||||||
| 2. | The shareholders approved the advisory vote to approve the compensation of named executive officers as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 140,103,432 |
9,370,444 | 275,011 | 7,959,464 |
| 3. | The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 147,368,670 |
10,282,805 | 56,876 | 0 |
| 4. | The shareholders approved the amendment to the Charter to eliminate the supermajority voting requirements to amend the Charter as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 149,270,833 | 215,989 | 262,065 | 7,959,464 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
||
| 3.1 | Articles of Amendment to Restated Declaration of Trust of Public Storage, filed with the Maryland State Department of Assessments and Taxation on April 29, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| PUBLIC STORAGE | ||||
| By: | /s/ Nathaniel A. Vitan | |||
| Date: April 29, 2022 | Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary | |||
Exhibit 3.1
PUBLIC STORAGE
ARTICLES OF AMENDMENT OF DELCARATION OF TRUST
Public Storage, a Maryland real estate investment trust formed under the Maryland REIT Law (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article X, Section 10.3 of the Trust’s declaration of trust (the “Declaration of Trust”) is hereby amended and restated in its entirety to read as follows:
Section 10.3 By Shareholders. Any amendment to the Declaration of Trust shall be valid only after the Board of Trustees has adopted a resolution setting forth the proposed amendment and declaring such amendment advisable, and such amendment has been approved by the affirmative vote of the holders of not less than a majority of the shares then outstanding and entitled to vote thereon.
SECOND: This amendment to the Declaration of Trust (this “Amendment”) has been duly advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.
THIRD: The undersigned acknowledges this Amendment to be the corporate 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.
IN WITNESS WHEREOF, the Trust has caused this Amendment to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Senior Vice President, Chief Legal Officer and Corporate Secretary on this 29th day of April, 2022.
| ATTEST | PUBLIC STORAGE | |||
| /s/ Nathaniel A. Vitan |
/s/ Joseph D. Russell, Jr. | |||
| Nathaniel A. Vitan | Joseph D. Russell, Jr. | |||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | President and Chief Executive Officer | |||