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 30, 2019
Date of Report (Date of Earliest Event Reported)
LIFE STORAGE, INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 1-13820 | 16-1194043 | ||
| (Life Storage, Inc.) | ||||
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Life Storage, Inc.:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $.01 par value | LSI | New York Stock Exchange |
Life Storage LP:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 2019 Annual Meeting of Shareholders of Life Storage, Inc. (the “Company”) was held on May 30, 2019. Proxies were solicited pursuant to the Company’s proxy statement filed on April 16, 2019 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 2, 2019, there were 46,632,703 shares of the Company’s common stock issued and outstanding. 43,168,630 shares were represented in person or by proxy at the meeting, or 92.6% 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.
Proposal 1. The election of nine 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 |
||||||||||
| Mark G. Barberio |
40,039,982 | 253,517 | 2,875,131 | |||||||||
| Joseph V. Saffire |
40,202,885 | 90,614 | 2,875,131 | |||||||||
| Charles E. Lannon |
39,530,041 | 763,458 | 2,875,131 | |||||||||
| Stephen R. Rusmisel |
39,800,082 | 493,417 | 2,875,131 | |||||||||
| Arthur L. Havener, Jr. |
39,847,032 | 446,467 | 2,875,131 | |||||||||
| Carol Hansell |
39,790,279 | 503,220 | 2,875,131 | |||||||||
| Dana Hamilton |
39,928,782 | 364,717 | 2,875,131 | |||||||||
| Edward J. Pettinella |
39,845,640 | 447,859 | 2,875,131 | |||||||||
| David L. Rogers |
40,167,602 | 125,897 | 2,875,131 | |||||||||
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, 2019. In accordance with the results below, the appointment of Ernst & Young LLP was ratified and approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 41,922,819 | 1,201,484 | 44,327 | 0 |
Proposal 3. Proposal to amend the Bylaws of the Company. In accordance with the results below, the amendment to the Bylaws was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 25,912,623 | 14,286,216 | 94,660 | 2,875,131 |
The amendment to the Bylaws of the Company is filed as Exhibit 3.1 to this Form 8-K.
Proposal 4. Proposal to amend and restate the Company’s 2009 Outside Directors’ Stock Option and Award Plan. In accordance with the results below, the Amended and Restated 2009 Outside Directors’ Stock Option and Award Plan was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 39,414,643 | 784,394 | 94,462 | 2,875,131 |
Proposal 5. 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 | |||
| 39,204,771 | 1,002,545 | 86,183 | 2,875,131 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibits are filed herewith: |
| Exhibit |
Description | |
| 3.1 | Amendment to Bylaws | |
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: May 31, 2019 | ||||||
| By | /s/Andrew J. Gregoire | |||||
| Name: | Andrew J. Gregoire | |||||
| Title: | Chief Financial Officer | |||||
| LIFE STORAGE LP | ||||||
| Date: May 31, 2019 | By: LIFE STORAGE HOLDINGS, INC., as General Partner | |||||
| By | /s/Andrew J. Gregoire | |||||
| Name: | Andrew J. Gregoire | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 3.1
AMENDMENT TO
BYLAWS
OF
LIFE STORAGE, INC.
The Bylaws of LIFE STORAGE, INC. are hereby amended to add new Article XI to read as follows:
ARTICLE XI
EXCLUSIVE FORUM FOR CERTAIN LITIGATION
Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, or any successor provision thereof, (b) any derivative action or proceeding brought on behalf of the Corporation, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL or the charter or Bylaws of the Corporation, or (e) any other action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. Unless the Corporation consents in writing, none of the foregoing actions, claims or proceedings shall be brought in any court sitting outside the State of Maryland,
Except as herein amended, the provisions of the Bylaws, as previously amended , shall remain in full force and effect.
Adopted and effective as of May 30, 2019.