8-K
Public Storage (PSA)
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): May 2, 2023
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, | 91201-2349 | |
| --- | --- | |
| Glendale, California | ||
| (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 Symbol | Name of exchange<br><br> <br>on which registered |
|---|---|---|
| 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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 2, 2023, Public Storage (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Five proposals were submitted to the Company’s shareholders for a vote at the Annual Meeting.
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 22, 2023. The final results for the votes for each proposal are set forth below.
| 1. | The shareholders elected thirteen trustees to the Board of Trustees to hold office until the 2024 Annual Meeting or until their successors are duly qualified and elected, and the size of the Board of<br> Trustees concurrently was reduced to thirteen. The votes for each nominee were as follows: | |||
|---|---|---|---|---|
| Name | Votes For | Votes Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Ronald L. Havner, Jr. | 145,627,367 | 5,435,568 | 2,568,013 | 7,372,840 |
| Tamara Hughes Gustavson | 151,470,659 | 1,882,017 | 278,272 | 7,372,840 |
| Leslie S. Heisz | 143,212,687 | 10,142,388 | 275,873 | 7,372,840 |
| Shankh S. Mitra | 152,146,697 | 1,151,204 | 333,047 | 7,372,840 |
| David J. Neithercut | 151,905,295 | 1,393,115 | 332,538 | 7,372,840 |
| Rebecca Owen | 152,459,305 | 842,746 | 328,897 | 7,372,840 |
| Kristy M. Pipes | 148,590,761 | 4,710,436 | 329,751 | 7,372,840 |
| Avedick B. Poladian | 148,543,975 | 4,803,617 | 283,356 | 7,372,840 |
| John Reyes | 151,799,827 | 1,556,009 | 275,112 | 7,372,840 |
| Joseph D. Russell, Jr. | 152,191,588 | 1,145,130 | 294,230 | 7,372,840 |
| Tariq M. Shaukat | 151,954,040 | 1,397,122 | 279,786 | 7,372,840 |
| Ronald P. Spogli | 147,990,953 | 5,357,873 | 282,122 | 7,372,840 |
| Paul S. Williams | 145,872,795 | 7,421,146 | 337,007 | 7,372,840 |
| 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 | |
| --- | --- | --- | --- | |
| 150,785,791 | 2,506,867 | 338,290 | 7,372,840 | |
| 3. | The shareholders voted to hold future advisory votes to approve executive compensation annually as follows: | |||
| --- | --- | |||
| Votes For 1 Year | Votes For 2 Years | Votes for 3 Years | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 149,449,001 | 95,918 | 3,802,692 | 283,337 | 7,372,840 |
After considering the voting results for this proposal, the Company’s Board of Trustees determined to continue to hold the advisory vote on the compensation of the Company’s named executive officers on an annual basis.
| 4. | 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, 2023 as follows: | ||
|---|---|---|---|
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 152,225,230 | 8,687,849 | 90,709 | — |
| 5. | The shareholders did not approve the shareholder proposal requesting that the Company’s Board of Trustees issue short- and long-term Scope 1-3 greenhouse gas reduction targets aligned with the Paris<br> Agreement as follows: | ||
| --- | --- | ||
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 53,062,151 | 99,813,029 | 755,768 | 7,372,840 |
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 | |
| Nathaniel A. Vitan | ||
| Date: May 4, 2023 | Senior Vice President, Chief Legal Officer & Corporate Secretary |