UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
Amendment to Articles of Amendment and Restatement of Declaration of Trust
On April 26, 2021, Public Storage (the “Company”) held its 2021 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 Declaration of Trust (“Charter”) to eliminate cumulative voting in trustee elections. Accordingly, Section 8.2(b) of the Charter has been amended and restated to eliminate cumulative voting in trustee elections.
The Charter Amendment became effective upon the filing of the Charter Amendment with the Maryland State Department of Assessments and Taxation on April 28, 2021.
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.
Amendment to Amended and Restated Bylaws
As a result of the approval by the Company’s shareholders of the Charter Amendment, the Company’s Board of Trustees approved Amended and Restated Bylaws of the Company (the “Bylaws”) to remove references to cumulative voting.
The foregoing description of the Company’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 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.
Five proposals were submitted to the Company shareholders for a vote at the Annual Meeting held on April 26, 2021.
The five proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 16, 2021. 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 2022 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. |
131,412,548 | 15,445,588 | 3,173,502 | 7,729,154 | ||||
| Tamara Hughes Gustavson |
148,110,150 | 1,152,297 | 769,191 | 7,729,154 | ||||
| Leslie S. Heisz |
148,808,158 | 1,021,687 | 201,793 | 7,729,154 | ||||
| Michelle Millstone-Shroff |
149,321,446 | 502,667 | 207,525 | 7,729,154 | ||||
| Shankh S. Mitra |
149,214,138 | 609,093 | 208,407 | 7,729,154 | ||||
| David J. Neithercut |
148,880,671 | 943,604 | 207,363 | 7,729,154 | ||||
| Rebecca Owen |
149,375,355 | 452,768 | 203,515 | 7,729,154 | ||||
| Kristy M. Pipes |
148,210,457 | 1,618,239 | 202,942 | 7,729,154 | ||||
| Avedick B. Poladian |
143,847,600 | 5,976,533 | 207,505 | 7,729,154 |
| John Reyes |
148,409,295 | 1,041,971 | 580,372 | 7,729,154 | ||||
| Joseph D. Russell, Jr. |
148,787,409 | 1,037,725 | 206,504 | 7,729,154 | ||||
| Tariq M. Shaukat |
149,277,772 | 547,241 | 206,625 | 7,729,154 | ||||
| Ronald P. Spogli |
147,601,128 | 2,224,450 | 206,060 | 7,729,154 | ||||
| Paul S. Williams |
145,022,589 | 4,801,529 | 207,520 | 7,729,154 |
| 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 | |||
| 145,271,470 |
4,500,511 | 259,657 | 7,729,154 |
| 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, 2021 as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 147,982,921 |
9,690,119 | 87,752 | 7,729,154 |
| 4. | The shareholders approved the 2021 Equity and Performance-Based Incentive Compensation Plan as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 146,398,529 |
3,387,485 | 245,624 | 7,729,154 |
| 5. | The shareholders approved the amendment to the Charter to eliminate cumulative voting as follows: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 142,813,695 |
7,063,009 | 154,934 | 7,729,154 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
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| 3.1 | Articles of Amendment of Declaration of Trust of Public Storage, filed with the Maryland State Department of Assessments and Taxation on April 28, 2021 | |
| 3.2 | Amended and Restated Bylaws of Public Storage, dated April 28, 2021 | |
| 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 |
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| Date: April 28, 2021 | Nathaniel A. Vitan Senior Vice President, Chief Legal Officer & Corporate Secretary |
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