ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2024 annual meeting of shareholders (the “Annual Meeting”) of National Storage Affiliates Trust (the “Company”) was held on May 13, 2023, at which 71,587,869 of the Company’s 78,126,440 common shares of beneficial interest, par value $0.01 per share (the “Shares”), issued and outstanding as of the record date, March 15, 2024, were represented in person via the live webcast or by proxy, representing approximately 91.63% of the issued and outstanding Shares of the Company entitled to vote.
(b) At the Annual Meeting, the Company’s shareholders (1) elected the twelve trustees below to serve on the Company’s board of trustees until the Company’s 2025 annual meeting of shareholders or until their respective successors are duly elected and qualify, (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, (3) approved, on an advisory basis, the compensation of the Company’s named executive officers, (4) approved, on an advisory basis, holding future advisory votes regarding the compensation of the Company’s named executive officers every year, and (5) approved the Company’s 2024 Equity Incentive Plan. The proposals are described in detail in the Company’s 2024 Proxy Statement. The final results for the votes regarding each proposal are set forth below. regarding each proposal are set forth below.
(i) The voting results with respect to the election of each trustee were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
Tamara D. Fischer | | 62,013,954 | | 2,394,204 | | 65,248 | | 7,114,463 |
Arlen D. Nordhagen | | 63,541,745 | | 863,653 | | 68,008 | | 7,114,463 |
David G. Cramer | | 64,144,647 | | 260,425 | | 68,334 | | 7,114,463 |
Lisa R. Cohn | | 63,748,190 | | 659,193 | | 66,023 | | 7,114,463 |
Paul W. Hylbert, Jr. | | 63,536,339 | | 867,521 | | 69,546 | | 7,114,463 |
Chad L. Meisinger | | 62,452,189 | | 1,952,280 | | 68,937 | | 7,114,463 |
Steven G. Osgood | | 63,792,408 | | 609,694 | | 71,304 | | 7,114,463 |
Dominic M. Palazzo | | 63,749,541 | | 653,449 | | 70,416 | | 7,114,463 |
Michael J. Schall | | 64,365,961 | | 37,590 | | 69,855 | | 7,114,463 |
Rebecca L. Steinfort | | 58,072,901 | | 6,335,209 | | 65,296 | | 7,114,463 |
Mark Van Mourick | | 58,584,492 | | 5,817,081 | | 71,833 | | 7,114,463 |
Charles F. Wu | | 64,121,652 | | 284,590 | | 67,164 | | 7,114,463 |
(ii) The voting results with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows:
| | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstain |
71,239,888 | | 277,635 | | 70,346 |
(iii) The voting results with respect to a non-binding advisory vote on executive compensation of the Company’s named executive officers were as follows:
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
61,665,500 | | 2,700,074 | | 107,832 | | 7,114,463 |
(iv) The voting results with respect to a non-binding advisory vote on the frequency of holding shareholder advisory votes on executive compensation of the Company’s named executive officers were as follows:
| | | | | | | | | | | | | | | | | | | | |
Every Year | | Every Two Years | | Every Three Years | | Abstain |
59,147,710 | | 47,138 | | 5,224,871 | | 53,687 |
In light of the shareholders’ recommendation that the advisory vote be held every year, which was consistent with the recommendation of the Company’s board of trustees, the Company’s board of trustees has decided that the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers every year.
(v) The voting results with respect to the approval of the Company’s 2024 Equity Incentive Plan were as follows:
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
61,802,947 | | 2,578,635 | | 91,824 | | 7,114,463 |