Global Self Storage, Inc DEF 14A, filed Apr 27, 2023
Global Self Storage, Inc. (SELF)
About this DEF 14A
Global Self Storage, Inc filed this DEF 14A on April 27, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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3814 Route 44
Millbrook, New York 12545
www.GLOBALSELFSTORAGE.us
Millbrook, New York
April 27, 2023
Dear Fellow Stockholders,
In 2022, we delivered the highest same-store revenue and net operating income growth in our history. Our operational excellence coupled with pandemic tailwinds for self-storage also enabled our team to achieve record-high total revenues, operating income, funds from operations ("FFO"), and adjusted funds from operations ("AFFO"). Key milestones achieved in 2022 include:
It is our pleasure to invite you to the Annual Meeting (“Meeting”) of Stockholders of Global Self Storage, Inc., a Maryland corporation (the “Company”), to be held on June 6, 2023 at 11:00 a.m. ET via a live audio webcast only at www.virtualshareholdermeeting.com/SELF2023. Formal notice of the Meeting appears on the next pages and is followed by the Proxy Statement for the Meeting.
At the Meeting, you will be asked to: elect five directors (Proposal 1); ratify the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2); approve, on a non-binding, advisory basis, the Company’s executive compensation (Proposal 3); and determine, on a non-binding, advisory basis, whether the advisory vote on the Company’s executive compensation should occur every one, two, or three years (Proposal 4).
THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
EACH OF THE NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 THROUGH 3, AND “EVERY THREE YEARS” FOR PROPOSAL 4.
Your vote is important. Whether or not you plan to attend the Meeting, I urge you to authorize a proxy to vote your shares electronically through the Internet, by telephone, or, if you have requested and received a paper copy of the Proxy Statement, by completing, signing, and returning the paper proxy card enclosed with the Proxy Statement according to the instructions.
How to Vote
You may authorize a proxy to vote your shares by proxy in one of three ways:
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On behalf of the board of directors and management of the Company, I thank you for your continued support.
Sincerely,
Mark C. Winmill
President and CEO
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Notice of Annual Meeting of Stockholders
To Be Held on June 6, 2023
Millbrook, New York
April 27, 2023
To the Stockholders:
Notice is hereby given that the 2023 Annual Meeting of Stockholders (the “Meeting”) of Global Self Storage, Inc., a Maryland corporation (the “Company,” “we,” “our,” or “us”), will be held on June 6, 2023 at 11:00 a.m. ET via a live audio webcast only at www.virtualshareholdermeeting.com/SELF2023. As always, we encourage you to authorize a proxy to vote your shares prior to the Meeting. Formal notice of the Meeting appears on the next pages and is followed by the Proxy Statement for the Meeting. At the Meeting stockholders will consider and vote upon the following matters:
Each of the proposals is discussed in the Proxy Statement attached to this Notice. THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 THROUGH 3, AND “EVERY THREE YEARS” FOR PROPOSAL 4. The board of directors of the Company has fixed the close of business on April 17, 2023 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Meeting or any postponements or adjournments thereof.
Important Notice regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 6, 2023: This Proxy Statement and our 2022 Annual Report to Stockholders are available at https://ir.globalselfstorage.us/sec-filings/all-sec-filings.
The Meeting will be held in a virtual meeting format only. Stockholders must use the following link to access the virtual meeting on the meeting date: www.virtualshareholdermeeting.com/SELF2023.
Upon accessing the link, stockholders must enter the control number found on their proxy card, voting instruction form or notice; otherwise, admittance to the Meeting will not be approved. There will be no physical meeting location established.
It is not necessary to attend the Meeting to vote your shares. To authorize a proxy to vote your shares by mail, mark your vote on the proxy card and follow the mailing directions on the card. To authorize a proxy to vote your shares by telephone or electronically using a smartphone, a tablet or the internet, follow the instructions on the proxy card. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card but do not mark any selections, your shares represented by that proxy will be voted as recommended by the board of directors. Whether or not you expect
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to attend the virtual meeting, we encourage you to authorize a proxy to vote your shares as soon as possible, in case you later decide not to attend the Meeting. Admittance to the Meeting will be limited to stockholders as of the close of business on the record date. If you hold your shares in “street name” through a brokerage firm, bank, broker-dealer or other intermediary, a notice was forwarded to you by such intermediary and you must follow the instructions provided by such intermediary regarding how to instruct such intermediary to vote your shares. If your shares are held in street name and you desire to vote online during the virtual meeting, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the Meeting.
Please complete, sign, and date the enclosed proxy card. You may use the enclosed postage-paid envelope to mail your proxy card or you may attend the Meeting virtually. You may also authorize a proxy to vote your shares by phone by calling toll free at (800) 690-6903. To authorize a proxy to vote your shares via the Internet, go to www.proxyvote.com and enter the control number found on the enclosed proxy card. Instructions for the proper execution of proxies are set forth inside the Proxy Statement. We ask for your cooperation in completing and returning your proxy promptly. The enclosed proxy is being solicited on behalf of the board of directors of the Company.
Sincerely,
Donald Klimoski II
Senior Vice President - Operations, General Counsel, Secretary, and
Chief Compliance Officer
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you and may avoid the time and expense to the Company involved in validating your vote if you fail to sign your proxy card properly.
For example:
Registration |
Valid Signature |
Corporate Accounts |
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(1) ABC Corp. |
ABC Corp., by [title of authorized officer] |
(2) ABC Corp., c/o John Doe Treasurer |
John Doe |
(3) ABC Corp. Profit Sharing Plan |
John Doe, Director |
Trust Accounts |
|
(1) ABC Trust |
Jane B. Doe, Director |
(2) Jane B. Doe, Director, u/t/d 12/28/78 |
Jane B. Doe |
Custodian or Estate Accounts |
|
(1) John B. Smith, Cust., |
John B. Smith |
f/b/o John B. Smith, Jr. UGMA or UTMA |
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(2) Estate of John Doe, John B. Smith, Jr., Executor |
John B. Smith, Jr., Executor |
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STATEMENT ON FORWARD LOOKING INFORMATION
Certain information presented in this Proxy Statement may contain “forward-looking statements” within the meaning of the federal securities laws including the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward looking statements can be identified by terminology such as “believes,” “plans,” “intends,” “expects,” “estimates,” “may,” “will,” “should,” or “anticipates,” or the negative of such terms or other comparable terminology, or by discussions of strategy. All forward-looking statements made by us involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results to be materially different from those expressed or implied by such statements. We may also make additional forward looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements. All forward-looking statements, including without limitation, our examination of historical operating trends and estimates of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and our belief there is a reasonable basis for them, but there can be no assurance that our expectations, beliefs and projections will result or be achieved.
All forward looking statements apply only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise forward looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Proxy Statement. Any forward-looking statements should be considered in light of the risks referenced in “Item 1A. Risk Factors” included in our most recent annual report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). Such factors include, but are not limited to:
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TABLE OF CONTENTS
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PROPOSAL 3: to approve, ON A NON-BINDING, ADVISORY BASIS, the Company’s executive compensation. |
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Security Ownership of Certain Beneficial Owners and Management |
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_________________________
PROXY STATEMENT
_________________________
Annual Meeting of Stockholders
To Be Held on June 6, 2023
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Global Self Storage, Inc., a Maryland corporation (the “Company,” “we,” “our,” or “us”), to be voted at the Annual Meeting of Stockholders of the Company to be held on June 6, 2023 at 11:00 a.m. ET (such meeting and any adjournment(s) or postponement(s) thereof are referred to collectively as the “Meeting”) via a live audio webcast only at www.virtualshareholdermeeting.com/SELF2023. As always, we encourage you to authorize a proxy to vote your shares prior to the Meeting.
We will not hold a physical, in-person Meeting. Instead, the Meeting will be held in a virtual meeting format only using an audio webcast.
It is not necessary to attend the Meeting to vote your shares. To authorize a proxy to vote your shares by mail, mark your vote on the proxy card and follow the mailing directions on the card. To authorize a proxy to vote your shares by telephone or electronically using a smartphone, a tablet or the internet, follow the instructions on the proxy card. Whether or not you expect to attend the Meeting, we encourage you to authorize a proxy to vote your shares as soon as possible, in case you later decide not to attend the Meeting. Stockholders of record as of the close of business on the record date for the Meeting who wish to attend the virtual meeting must use the following link on the day of the Meeting:
www.virtualshareholdermeeting.com/SELF2023.
Upon accessing the link, stockholders must enter the control number found on their proxy card, voting instruction form or notice. Otherwise, admittance to the Meeting will not be approved.
The Board has fixed the close of business on April 17, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any postponements or adjournments thereof (the “Record Date”). It is estimated that proxy materials will be mailed to stockholders as of the Record Date on or about April 27, 2023.
On the Record Date, 11,143,908 shares of the Company’s common stock were outstanding. Each outstanding share is entitled to one vote on each of the matters to be voted on at the Meeting. All properly executed and timely received proxies will be voted at the Meeting in accordance with the directions marked thereon or otherwise provided therein. If you properly execute and return your proxies but do not indicate any voting instructions, your shares will be voted “FOR” each of the nominees in Proposal 1 and “FOR” Proposals 2 through 3, and “EVERY THREE YEARS” for Proposal 4. Any stockholder may revoke a proxy at any time prior to the exercise thereof by giving written notice to the Secretary of the Company at the Company’s principal executive offices at 3814 Route 44, Millbrook, New York 12545, by properly executing another proxy of a later date, or by personally voting at the Meeting. If your shares are held in street name and you desire to change your vote, you should contact the nominee holding shares for you (i.e., a brokerage firm, bank, broker-dealer or other intermediary) for instructions on how to do so.
A COPY OF OUR ANNUAL REPORT ON FORM 10-K (FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), WHICH CONTAINS ADDITIONAL INFORMATION ABOUT US, IS AVAILABLE FREE OF CHARGE TO ANY STOCKHOLDER. REQUESTS SHOULD BE DIRECTED TO THE COMPANY AT 3814 ROUTE 44, MILLBROOK, NEW YORK 12545 OR BY TELEPHONE TOLL-FREE AT 1-800-579-1639. OUR ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL.
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QUESTIONS AND ANSWERS REGARDING THE PROPOSALS
While we strongly encourage you to read the full text of this Proxy Statement, we also are providing the following brief overview of the proposals in “Question and Answer” format. If you have any questions about how to vote your shares, please call toll-free (800) 690-6903.
Question: What proposals will be acted upon at the Meeting?
Question: How does the Board recommend that I vote?
A. After careful consideration of the proposals, the Board, including all those members who are nonemployee independent directors, as defined under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and exemptions granted therefrom, both as amended from time to time (the “Exchange Act”), and The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rules (the “Independent Directors”), unanimously approved each proposal and recommends that you vote “FOR” each of the nominees in Proposal 1, “FOR” Proposals 2 through 3, and “EVERY THREE YEARS” for Proposal 4. The reasons for the Board’s recommendations are discussed in more detail in this Proxy Statement.
Question: What are stockholders being asked to approve in Proposal 1?
William C. Zachary has served on the Board and as the chairman of the Board’s audit committee (the “Audit Committee”) since 2016. Zachary is Chief Development Officer at SunLight General Capital, an owner and developer of solar energy systems located at schools, municipal buildings, and other small, institutional users. Prior to that, Zachary was the head of Municipal Finance at Société Générale. Zachary previously served as a director of Tuxis Corporation from 2014 to 2016. Zachary was selected to serve on our Board because of his prior experience serving on the board of another self storage company and his experience in underwriting finance.
Thomas B. Winmill, Esq. has served on the Board since 1997. T. Winmill is a member of the New York State Bar and the SEC Rules Committee and Principal Underwriters Working Group of the Investment Company Institute. T. Winmill also serves as a member of the Town of Walpole Zoning Board of Adjustment. T. Winmill was selected to serve on our Board because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters.
George B. Langa has served on the Board and as the chairman of the Board’s nominating committee (the “Nominating Committee”) since 2016. Langa is a Luxury Collection Specialist for Berkshire Hathaway HomeServices and a licensed real estate agent in New York. Prior to that, Langa served as Executive Vice President of Millbrook Real Estate, LLC, licensed real estate brokers in New York and Connecticut. Langa specializes in premium estates, development, land, commercial and agricultural properties. Langa was selected to serve on our Board because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management.
Mark C. Winmill has served as a director, Chief Executive Officer, President, and Chairman of the Board of the Company and its subsidiaries since 2012. M. Winmill manages all aspects of the Company’s self storage facility businesses including, among other things, the formation of business objectives and strategies, identification of potential acquisition targets, development of project plans, retention of employees,
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establishment of compensation and compensation incentives, negotiation and closing of property acquisitions, obtaining zoning approvals, overseeing construction, and development of leasing and tenant acquisition strategies. M. Winmill was selected to serve on our Board because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations.
Russell E. Burke III has served on the Board and as the chairman of the Board’s compensation committee (the “Compensation Committee”) since 2016. Burke is President of Ninigret Trading Corporation, an art investment and appraisal company. Burke is also a Board Member of the New Britain Museum of American Art. Previously, Burke served as an auction house president and partner with responsibility for storage and disposal in connection with large estates. Burke previously served as a director of Tuxis Corporation from 1997 to 2016. Burke was selected to serve on our Board because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry.
Question: What are stockholders being asked to approve in Proposal 2?
Question: What are stockholders being asked to approve in Proposals 3 and 4?
Question: How do I vote?
You may also vote during the Meeting. In order to gain admission to the Meeting, you must go to http://www.virtualshareholdermeeting.com/SELF2023 and enter the control number found on your proxy card, voting instruction form or notice. Otherwise, admittance to the Meeting will not be approved.
Question: How can I attend the Meeting?
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THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2 THROUGH 3, AND “EVERY THREE YEARS” FOR PROPOSAL 4.
PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, THOMAS B. WINMILL, ESQ., GEORGE B. LANGA, MARK C. WINMILL, AND RUSSELL E. BURKE III TO SERVE until the COMPANY’S 2024 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.
Upon the recommendation of the Nominating Committee for nomination by the Board as a candidate for election as a director, with the unanimous approval of the Independent Directors and the Continuing Directors (as defined in the Company’s governing documents), the Board has nominated each of William C. Zachary, Thomas B. Winmill, Esq., George B. Langa, Mark C. Winmill, and Russell E. Burke III for election as a director to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The Nominating Committee may consider, among other things, diversity of gender, race, national origin, ethnicity, culture, age, religion, military service, socio-economic background, and experience and skills as factors in choosing director candidates. The Nominees currently serve as directors of the Company.
In considering William C. Zachary for election, the Board evaluated Zachary’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Zachary should be elected as a director, the Board considered and evaluated Zachary’s relevant knowledge, experience, expertise, and independence. Zachary has served on the Board since 2016. He was selected as a Nominee because of his prior experience serving on the board of a self storage company and his extensive experience in underwriting and finance.
In considering Thomas B. Winmill, Esq. for election, the Board evaluated T. Winmill’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that T. Winmill should be elected as a director, the Board considered and evaluated T. Winmill’s relevant knowledge, experience and expertise. T. Winmill has served on the Board since 1997. T. Winmill was selected as a Nominee because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters. The Board also considered T. Winmill’s service as a director on the board of directors of other companies.
In considering George B. Langa for election, the Board evaluated Langa’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Langa should be elected as a director, the Board considered and evaluated Langa’s relevant knowledge, experience, expertise, and independence. Langa has served on the Board since 2016. He was selected as a Nominee because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management.
In considering Mark C. Winmill, Esq. for election, the Board evaluated M. Winmill’s background and his oversight and service as Chairman of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that M. Winmill should be elected as a director and the Chairman of the Board, the Board considered and evaluated M. Winmill’s relevant knowledge, experience and expertise. M. Winmill has served as Chief Executive Officer, President and Chairman of the Board since 2012. M. Winmill was selected as a Nominee because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations.
In considering Russell E. Burke III for election, the Board evaluated Burke’s background and his oversight and service as a member of the Board. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that Burke should be elected as a director, the Board considered and evaluated Burke’s relevant knowledge, experience, expertise, and independence. Burke has served on the Board since 2016. He was selected as a Nominee because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry.
The Nominees have consented to being named in this Proxy Statement and have agreed to serve if elected. The persons named in the accompanying form of proxy intend to vote each such proxy “FOR” the election of the Nominees unless a stockholder specifically indicates on a proxy the desire to withhold authority to vote for the Nominees. If you properly execute and return your proxy but do not indicate any voting instructions, your shares will be voted for the election of the Nominees. Should either of the Nominees withdraw or otherwise become unavailable for election due to events not now known or anticipated, it is intended that the proxy holders will vote for the election of such other person or persons as the Board may
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recommend. Unless indicated below, the address of record for each of the Nominees is 3814 Route 44, Millbrook, New York 12545.
The following is biographical information of the Nominees for director of the Company, based upon information furnished by such Nominee:
William C. Zachary, 58, has served as a director and as the chairman of the Audit Committee since 2016. He is Chief Development Officer at SunLight General Capital, one of the largest owners of distributed generation solar energy systems in the northeast. Prior to that, he was the head of Municipal Finance at Société Générale, specializing in taxable and tax-exempt bond investments, interest rate derivatives, and other traditional banking products. He also worked in the Public Finance Department at Smith Barney. Zachary previously served as a Tuxis Corporation director from 2014 to 2016. He was selected to serve on our Board because of his prior experience serving on the board of another self storage company and his extensive experience in underwriting and finance.
Thomas B. Winmill, Esq., 63, has served as a director of our Company since 1997. He is also President, Chief Executive Officer, Chief Legal Officer, and a director or trustee of Dividend and Income Fund, Foxby Corp., and Midas Series Trust (collectively, the “Funds”). He is President, Chief Executive Officer, Chief Legal Officer, and a director of Bexil Advisers LLC and Midas Management Corporation (registered investment advisers and, collectively, the “Advisers”), Midas Securities Group, Inc. (a registered broker-dealer, the “Broker-Dealer”), and Bexil Corporation (a holding company) (“Bexil”). He is President and Chief Legal Officer of Winmill & Co. Incorporated (a holding company) (“Winco”). He is a director of Bexil American Mortgage Inc. (“Bexil American”). He is a member of the New York State Bar and the SEC Rules Committee and Principal Underwriters Working Group of the Investment Company Institute. He also serves as a member of the Town of Walpole Zoning Board of Adjustment. He was selected to serve on our Board because of his experience and extensive knowledge of finance, accounting, regulatory, investment, and board operational matters. He may be deemed to be an “interested person” of the Company due to his relation to Mark Winmill. Mark and Thomas Winmill are brothers. The Funds, the Advisers, Winco, the Broker-Dealer, Bexil, and Bexil American may be deemed to be affiliates of the Company.
George B. Langa, 60, has served as a director of the Company and as the chairman of the Nominating Committee since 2016. He is a Luxury Collection Specialist for Berkshire Hathaway HomeServices and a licensed real estate agent in New York. Prior to that, he served as Executive Vice President of Millbrook Real Estate, LLC, licensed real estate brokers in New York and Connecticut. He specializes in premium estates, development, land, commercial and agricultural properties. He was selected to serve on our Board because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management.
Mark C. Winmill, 65, has served as a director, Chief Executive Officer, President and Chairman of the Board of the Company and its subsidiaries since 2012. He is also Chief Executive Officer, President, and a director of Tuxis (a holding company) and its subsidiaries. He is Vice President of the Funds and Chief Investment Strategist of Midas Management Corporation (a registered investment adviser). He is Executive Vice President and a director of Winco. He is a principal of the Broker-Dealer. He manages all aspects of the Company’s self storage facility businesses including, among other things, the formation of business objectives and strategies, identification of potential acquisition targets, development of project plans, retention of employees, establishment of compensation and compensation incentives, negotiation and closing of property acquisitions, obtaining zoning approvals, overseeing construction, and development of leasing and tenant acquisition strategies. He was selected to serve on our Board because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations. He may be deemed to be an “interested person” of the Company due to his role as an officer and director of the Company. Mark and Thomas Winmill are brothers.
Russell E. Burke III, 76, has served as a director and as the chairman of the Compensation Committee since 2016. He is President of Ninigret Trading Corporation, an art investment and appraisal company. He is also a Board Member of the New Britain Museum of American Art. Previously, he served as an auction house president and partner with responsibility for storage and disposal in connection with large estates. He previously served as a director of Tuxis Corporation from 1997 to 2016. He was selected to serve on our Board because of his prior experience serving on the board of a self storage company and his experience and extensive knowledge of the self storage industry.
Vote Required
As set forth in the Company’s bylaws, except as otherwise provided in the Company’s charter and notwithstanding any other provision of Maryland law, unless all nominees for director are approved by a majority of the Continuing Directors (as such term is defined in the Company’s governing documents), the affirmative vote of the holders of at least two-thirds of the outstanding
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shares of all classes of voting stock, voting together, shall be required to elect a director. However, if all nominees for director are approved by a majority of the Continuing Directors, a plurality of all the votes cast at a meeting at which a quorum is present shall be sufficient to elect a director. Inasmuch as the election of each of the Nominees was approved by a majority of the Continuing Directors, a plurality of all the votes cast at the Meeting at which a quorum is present shall be sufficient to elect each of the Nominees. Because directors will be elected by a plurality of the votes cast in the election of directors, and no additional nominations may properly be presented at the Meeting, “withhold” votes will have no effect on the result of the vote on this proposal. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies solicited by the Board will be voted FOR each of the Nominees, unless otherwise instructed.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES.
BOARD OF DIRECTORS AND COMMITTEE MATTERS
The Board is responsible for overseeing our affairs. The Board conducts its business through meetings and actions taken by written consent in lieu of meetings. Each of the Nominees currently serves as a director of the Board.
Board Committees and Board Meetings
Audit Committee. The Board has an Audit Committee, comprised of Zachary (Chair), Burke and Langa. The Board determined that all of the members of the Audit Committee are independent as required by the Nasdaq Listing Rules and SEC rules governing the qualifications of Audit Committee members. The Board has also determined, based upon its qualitative assessment of their relevant levels of knowledge and business experience, that Zachary, Burke and Langa qualify as “audit committee financial experts” for purposes of, and as defined by, the SEC rules and possess the requisite financial sophistication, as required by the Nasdaq Listing Rules. The purpose of the Audit Committee is to meet with the Company’s independent registered public accounting firm (“independent registered public accounting firm”) to review its financial reporting, external audit matters, and fees charged by the Company’s independent registered public accounting firm and to evaluate the independence of the independent registered public accounting firm. The Audit Committee is also responsible for recommending the selection, retention, or termination of the Company’s independent registered public accounting firm, reviews with the independent registered public accounting firm the plans and results of the audit engagement, reviews the adequacy of the Company’s internal accounting controls, and reviews any other relevant matter to seek to provide integrity and accuracy in the Company’s financial reporting. The Audit Committee met four times during the fiscal year ended December 31, 2022. A current copy of the Audit Committee Charter is available on the Company’s website at www.GlobalSelfStorage.us.
Compensation Committee. The Board has a Compensation Committee, comprised of Burke (Chair), Langa and Zachary. The Board determined that all of the members of the Compensation Committee are independent as required by the Nasdaq Listing Rules. The role of the Compensation Committee is to assist the Board by: (i) making decisions on the compensation of the Company’s executive officers; (ii) reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating his performance relative to those goals and objectives, and setting his compensation annually; and (iii) assisting the Board with other related tasks, as assigned from time to time. The Compensation Committee may delegate its responsibilities to subcommittees as it deems appropriate. The Compensation Committee met two times during fiscal year ended December 31, 2022. A current copy of the Company’s Compensation Committee Charter is available on the Company’s website at www.GlobalSelfStorage.us.
Nominating Committee. The Board has a Nominating Committee comprised of Langa (Chair), Burke and Zachary. The primary purposes and responsibilities of the Nominating Committee are: (i) to identify individuals qualified to become members of the Board in the event that a position is vacated or created; (ii) to consider all candidates proposed to become members of the Board, subject to the procedures and policies set forth in the Nominating Committee charter, the Company’s bylaws or resolutions of the Board; (iii) to select and nominate, or recommend for nomination by the Board, candidates for election as Directors; and (iv) to set any necessary standards or qualifications for service on the Board. The Nominating Committee met two times during fiscal year ended December 31, 2022. A current copy of the Company’s Nominating Committee Charter is available on the Company’s website at www.GlobalSelfStorage.us.
Executive Committee. The Board has an executive committee (the “Executive Committee”), comprised of Mark Winmill, which may meet from time to time, the function of which is to exercise the powers of the Board between meetings of the Board to the extent permitted by law to be delegated and not delegated by the Board to any other committee. The Executive Committee did not meet during the fiscal year ended December 31, 2022.
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Committee of Continuing Directors. The Company has a committee of continuing directors (the “Committee of Continuing Directors”) which may meet from time to time, to take such actions as are required by the governing documents of the Company. The Committee of Continuing Directors is comprised of Burke, Langa, Zachary, Mark Winmill, and Thomas Winmill. The Committee of Continuing Directors did not meet during the fiscal year ended December 31, 2022.
For the fiscal year ended December 31, 2022, the Board held two regularly scheduled meetings and three special meetings. For the fiscal year ended December 31, 2022, each of the directors currently in office attended 100% of the total number of meetings of the Board and of all committees of the Board on which such directors served during the period.
Director Compensation
Members of the Board who are not independent receive no compensation for their service as directors. Currently, the Independent Directors are paid an annual retainer of $2,000, payable semi-annually, a fee of $10,000 for each semi-annual regular Board meeting attended, $250 for each special Board meeting attended, $250 for each committee meeting attended, $500 per annum per committee chaired, and $500 for attendance at the Company’s annual meeting of stockholders. Each Independent Director is reimbursed for reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings.
A summary of the compensation and benefits for the Independent Directors for the fiscal year ended December 31, 2022 is shown in the following table:
2022 Director Compensation
Name |
|
Fees earned in cash ($) |
|
|
All other compensation ($) |
|
|
Total ($) |
|
||||||
Russell E. Burke III |
|
$ |
23,250 |
|
|
$ |
— |
|
|
$ |
23,250 |
|
|||
George B. Langa |
|
$ |
23,250 |
|
|
$ |
— |
|
|
$ |
23,250 |
|
|||
William C. Zachary |
|
$ |
23,250 |
|
|
$ |
— |
|
|
$ |
23,250 |
|
|||
Qualifications of the Board
Each director’s background and his oversight and service as a member of other boards of directors was evaluated in determining whether he should serve as a director of the Company. With respect to the specific experience, qualifications, attributes, or skills that led to the conclusion that each person should serve as a director of the Company, each director’s relevant knowledge, experience, expertise, and independence was considered and evaluated. Burke was selected to serve on our Board because of his prior experience serving on the board of another self storage company and his experience and extensive knowledge of the self storage industry. Langa was selected to serve on our Board because of his experience with and extensive knowledge of commercial real estate transactions, marketing, and management. Zachary was selected to serve on our Board because of his prior experience serving on the board of another self storage company and his experience in underwriting finance. Thomas Winmill, Esq. has experience with finance, accounting, regulatory, investment, and board operational matters as a result of his service as an officer and director for more than 20 years of the Funds. Mark Winmill was selected to serve on our Board because of his experience and extensive knowledge of the self storage industry and matters relating to real estate development, finance, accounting, and board operations. Each of the directors has experience with finance, accounting, regulatory, and board operational matters as a result of his service as a director on our Board and other boards of directors.
EXECUTIVE OFFICERS
The Company’s named executive officers, other than Mark Winmill who also serves as a director, and their relevant biographical information are set forth below, based on the information furnished by such executive officer:
Thomas O’Malley, 64, has served as our Chief Financial Officer, Chief Accounting Officer, Treasurer, and Senior Vice President since 2005. He oversees financial reporting for the Company and assists the Chief Executive Officer in acquiring, developing, managing, and operating the Company's self storage facility businesses. He is also Chief Financial Officer, Chief
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Accounting Officer, Treasurer, and Vice President of the Funds, the Advisers, the Broker-Dealer, Bexil, Tuxis, and Winco. He is a certified public accountant.
Donald Klimoski II, Esq., 42, has served as our General Counsel, Secretary, Chief Compliance Officer since 2017 and Senior Vice President - Operations since 2022. He oversees the operations of the Company and legal and compliance matters, and assists in acquiring, developing, managing, and operating the Company’s self storage facility businesses. Klimoski also serves as General Counsel, Secretary, and Chief Compliance Officer of Tuxis; Klimoski also serves as Co-General Counsel, Secretary, and Chief Compliance Officer of Winco; and Assistant Secretary, Assistant General Counsel, and Assistant Chief Compliance Officer of the Funds, the Advisers, and Bexil. Prior to joining the Company, Klimoski served as the Associate General Counsel of Commvault Systems, Inc. from 2014 to 2017. Prior to leaving private practice, Klimoski was an associate at Sullivan and Cromwell LLP from 2008 to 2014. Klimoski began his legal career as a law clerk to the Honorable Freda L. Wolfson of the United States District Court of New Jersey. He is admitted as a member of the United States Patent and Trademark Office, and the New York and New Jersey State Bars.
Overview
We are focused on building our company for the long-term to generate sustainable growth. To that end, we have established a cross-functional Environmental, Social, and Governance (“ESG”) committee responsible for establishing our sustainability priorities and objectives. Management regularly evaluates sustainability risks faced by our portfolio and believes the low obsolescence, geographic diversification, and low emissions of our portfolio help to mitigate those risks. Our ESG committee reports annually to our Board on the status of our ESG program, our progress against the goals we have set, and provide updates on the various initiatives we have undertaken to improve our sustainability.
A key area of focus from a sustainability perspective is minimizing the impact we make on the environment. Self-storage remains a low-environmental impact business as it consumes less energy and water while emitting fewer greenhouse gases than other real estate property types. We continue to look for ways to further reduce our low impact through a variety of initiatives including solar panel installations, HVAC upgrades, high-efficiency LED lighting retrofits, energy management systems, and paper reduction through our online rental platform. We continue to explore the installation of solar panels at our properties which we expect would reduce energy consumption and costs at such locations.
Environmental
We are committed to managing climate-related risks and opportunities in relation to our business. This commitment is a key component of our recognition that we must operate in a responsible and sustainable manner that aligns with our long-term corporate strategy and promotes our best interests along with those of our stakeholders, including our tenants, investors, employees, and the communities in which we operate.
Our ESG committee guides our commitment to sustainability and will have primary responsibility for climate-related activities. Our ESG committee reports annually to our Board, which oversees all of our sustainability initiatives.
We consider potential environmental impacts—both positive and negative—in our decision making across the business. The following features of our properties reflect our commitment to responsible environmental stewardship:
Social
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We seek to create a diverse and inclusive work environment that values each employee’s talents and contributions. Our success relies on the general professionalism of our property managers and staff which are contributing factors to our ability to successfully secure rentals, retain tenants and maintain clean and secure self storage properties. We seek to increase employee retention and well-being and our employees enjoy an attractive benefit package that includes medical, dental, vision, life insurance, 401(k) with matching employer contribution, cash bonuses, and long-term equity compensation. We offer competitive health benefits and encourage our employees to participate in employee health and wellness programs. We also offer individualized counseling to our employees to assist them with their journey towards better health.
We also seek to promote diversity among our employees and management team. As of December 31, 2022, approximately 44% of our non-store (including finance, human resources, accounting, tax, legal, and marketing, but excluding store-level operations) employees were women. As of December 31, 2022, we had 31 employees, which includes employees of our property management platform.
In order to attract and retain diverse top talent, we offer training and development opportunities for our employees. In 2022, we offered training and development for our employees, which included anti-harassment training, cyber security training, and site manager training. We value the safety of our employees and provide regular training for our employees to increase safety at our properties. During 2022, we continued to make masks and other personal protective equipment available to our employees.
Governance
We remain committed to strong governance practices and the highest ethical standards. For further details on our corporate governance, see the section of this proxy statement titled “Corporate Governance.”
CORPORATE GOVERNANCE
Code of Conduct and Ethics
We have adopted a Code of Conduct and Ethics in compliance with rules of the SEC that applies to all of our personnel, including our Board, Chief Executive Officer and Chief Financial Officer. The Code of Conduct and Ethics is available free of charge on the “Governance Documents” section of our website at www.GlobalSelfStorage.us. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, provisions of our Code of Conduct and Ethics by posting such information on our web site at the address specified above.
Director Independence
The Nasdaq Listing Rules generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and governance committees be independent.
Accordingly, the Board has evaluated the independence of its members based upon the rules of Nasdaq and the SEC and the transactions referenced under “Certain Relationships and Related Party Transactions” in this Proxy Statement. Applying these standards, the Board determined that none of the directors who currently serve, other than Mark and Thomas Winmill, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that Burke, Langa and Zachary are “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. Mark and Thomas Winmill are not considered independent because they are officers of the Company and/or its affiliates. The Board also determined that each non-employee director who serves as a member of the Audit, Compensation and Nominating Committees satisfies the independence standards for such committee established by the SEC and the Nasdaq Listing Rules, as applicable.
Current Board Leadership Structure and Oversight Responsibilities
The Board is responsible for the oversight of the Company’s operations. The Board is currently composed of five members, three of whom are Independent Directors. As described above, the Board has established five standing committees, the Audit Committee, Compensation Committee, Nominating Committee, Executive Committee and Committee of Continuing Directors, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The inclusion of all Independent Directors as members of the Audit, Compensation, Nominating, and Continuing Directors committees allows all the Independent Directors to participate in the full range of the Board’s oversight duties,
9
including oversight of risk management processes discussed below.
The Board has designated Mark Winmill to serve as the Chairman of the Board (the “Chairman”). M. Winmill has been active in the real estate and self storage industries for over 20 years as chief executive officer and in other capacities. The Chairman presides at each Board meeting, establishes the agenda for Board meetings, and acts as the primary liaison between the Independent Directors and Company management. The Chairman of the Board is an “interested person” of the Company. The Independent Directors have not appointed a lead Independent Director. The Independent Directors believe that the utilization of an interested person as Chairman provides an efficient structure for them to coordinate with Company management in carrying out their responsibilities. The Chairman plays an important role in communicating with them in identifying matters of special interest to be addressed by Company management and the Board. The Chairman may also perform such other functions as may be requested by the directors from time to time. Designation as Chairman does not impose on such director any duties or standards greater than or different from other directors. The directors believe that the Board’s leadership structure, taking into account, among other things, its committee structure, which permits certain areas of responsibility to be allocated to the Independent Directors, is appropriate given the characteristics and circumstances of the Company.
Risk Oversight
The operation of the Company generally involves a variety of risks. As part of its oversight of the Company, the Board oversees risk management through various regular Board and committee activities. The Board, directly or through its committees, reviews reports from, among others, the Company’s management, including the Company’s Chief Compliance Officer, the Company’s independent registered public accounting firm, outside legal counsel, and others, as appropriate, regarding risks faced by the Company and the extent of its risk management programs. Although the Company’s risk management program is designed to be effective, there is no guarantee that it will anticipate or mitigate all risks. Not all risks that may affect the Company can be identified, eliminated, or mitigated and some risks may not be anticipated or may be beyond the control of the Board or the Company.
Information Regarding the Company’s Process for Director Candidate Recommendations and Director Selection Criteria
In identifying potential nominees for the Board, the Nominating Committee may consider candidates recommended by one or more of the following sources: (i) the Company’s current directors, (ii) the Company’s officers, (iii) the Company’s affiliates, (iv) the Company’s stockholders, and (v) any other source the Nominating Committee deems to be appropriate. The Nominating Committee will not consider self-nominated candidates. The Nominating Committee may, but is not required to, retain a third-party search firm at the Company’s expense to identify potential candidates. The Nominating Committee may consider, among other things, diversity of gender, race, national origin, ethnicity, culture, age, religion, military service, socio-economic background, and experience and skills as factors in choosing director candidates, but has not adopted any specific policy in this regard.
Pursuant to the Company’s governing documents, to qualify as a nominee for a directorship, an individual, at the time of nomination, (i)(A) shall be a resident United States citizen and have substantial expertise, experience or relationships relevant to the business of the Company, and (B) shall have a master’s degree in economics, finance, business administration or accounting, a graduate professional degree in law from an accredited university or college in the United States or the equivalent degree from an equivalent institution of higher learning in another country, or a certification as a public accountant in the United States, or be deemed an “audit committee financial expert” as such term is defined in Item 401 of Regulation S-K (or any successor provision) of the Exchange Act; or (ii) shall be a current director of the Company. In addition, to qualify as a nominee for a directorship or election as a director, (i) an incumbent nominee shall not have violated any provision of the Conflicts of Interest and Corporate Opportunities Policy (the “Policy”), adopted by the Board on July 8, 2003, as subsequently amended or modified, and (ii) an individual who is not an incumbent director shall not have a relationship, hold any position or office or otherwise engage in, or have engaged in, any activity that would result in a violation of the Policy if the individual were elected as a director. The Nominating Committee, in its sole discretion, shall determine whether an individual satisfies the foregoing qualifications. Any individual who does not satisfy the qualifications set forth under the foregoing provisions of this section shall not be eligible for nomination or election as a director. In addition, no person shall be qualified to be a director unless the Nominating Committee, in consultation with counsel to the Company, has determined that such person, if elected as a director, would not cause the Company to be in violation of, or not in compliance with, applicable law, regulation or regulatory interpretation, or the Company’s charter, or any general policy adopted by the Board regarding either retirement age or the percentage of interested persons and non-interested persons to comprise the Company’s Board.
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The Nominating Committee will consider and evaluate nominee candidates properly submitted by stockholders on the basis of the same criteria used to consider and evaluate candidates recommended by other sources. Nominee candidates proposed by stockholders will be properly submitted for consideration by the Nominating Committee only if the qualifications and procedures set forth in the Nominating Committee charter, as it may be amended from time to time by the Nominating Committee or the Board, are met and followed (recommendations not properly submitted will not be considered by the Nominating Committee).
A candidate recommended for nomination as a director submitted by a stockholder will not be deemed to be properly submitted to the Nominating Committee for the Nominating Committee’s consideration unless the following qualifications have been met and procedures followed:
1. A stockholder or group of stockholders (referred to in either case as a “Nominating Stockholder”) that, individually or as a group, has beneficially owned at least 5% of the Company’s common stock for at least two years prior to the date the Nominating Stockholder submits a candidate for nomination as a director may submit one candidate to the Nominating Committee for consideration at an annual meeting of stockholders.
2. The Nominating Stockholder must submit any such recommendation (a “Stockholder Recommendation”) in writing to the Company, to the attention of the Secretary, at the address of the principal executive offices of the Company.
3. The Stockholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 calendar days before the first anniversary date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders.
4. The Stockholder Recommendation must include: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the person recommended by the Nominating Stockholder (the “Candidate”); (B) any position or business relationship of the candidate, currently or within the preceding five years, with the Nominating Stockholder or an Associated Person of the Nominating Stockholder (as defined below); (C) the class or series and number of all shares of stock of the Company owned of record or beneficially by the Candidate, as reported to such Nominating Stockholder by the Candidate; (D) any other information regarding the Candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of directors pursuant to the Exchange Act; (E) whether the Nominating Stockholder believes that the Candidate is or will be an Independent Director and, if believed not to be an “independent director,” information regarding the Candidate that will be sufficient for the Company to make such determination; and (F) information as to the Candidate’s knowledge of the Company’s industry, experience as a director or senior officer of public companies, and educational background; (ii) the written and signed consent of the Candidate to be named as a nominee and to serve as a director if elected; (iii) the written and signed agreement of the Candidate to complete a directors’ and officers’ questionnaire if elected; (iv) the Nominating Stockholder’s consent to be named as such by the Company; (v) the class or series and number of all shares of stock of the Company owned beneficially and of record by the Nominating Stockholder and any Associated Person of the Nominating Stockholder and the dates on which such shares were acquired, specifying the number of shares of stock owned beneficially but not of record by each, and stating the names of each as they appear on the Company’s record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the Nominating Stockholder, the Candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the Nominating Stockholder. “Associated Person of the Nominating Stockholder” as used herein means any person required to be identified pursuant to clause (vi) and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the Nominating Stockholder or (b) any person required to be identified pursuant to clause (vi).
5. The Nominating Committee may require the Nominating Stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the requirements of the Nominating Committee charter or to determine the qualifications and eligibility of the Candidate proposed by the Nominating Stockholder to serve on the Board. If the Nominating Stockholder fails to provide such other information in writing within seven days of receipt of written request from the Nominating Committee, the recommendation of such Candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Nominating Committee.
A detailed description of the criteria used by the Nominating Committee as well as information required to be provided by stockholders submitting candidates for consideration by the Nominating Committee are included in the Nominating Committee charter. The Nominating Committee charter, as amended, was approved by the Board on May 11, 2017.
11
Audit Committee Financial Expert
The Board has determined that it has three “audit committee financial experts” (as that term is defined under SEC rules implementing Section 407 of the Sarbanes-Oxley Act) serving on its Audit Committee, each of whom are “independent” directors that satisfy the heightened audit committee independence requirements under the Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act. Further, each member of the Audit Committee possesses the requisite financial sophistication, as required by the Nasdaq Listing Rules.
Executive Sessions of Independent Directors
The Independent Directors serving on our Board regularly meet in executive session with outside counsel at our Board meetings.
Director Attendance at Annual Meetings of Stockholders
The Company does not have a formal policy regarding attendance by directors at annual meetings of stockholders but encourages such attendance. The Company held an annual meeting of stockholders for the fiscal year ended December 31, 2022 on June 6, 2022, at which all directors were in attendance.
Whistleblower Procedures
The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential and anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. If you wish to contact the Audit Committee to report complaints or concerns relating to the financial reporting of the Company, you may do so by delivering the report via regular mail, which may be mailed anonymously, to the Audit Committee Chair, c/o Global Self Storage Inc., 3814 Route 44, Millbrook, New York 12545.
PROPOSAL 2: TO ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
The Audit Committee is empowered to appoint a firm to serve as the Company’s independent registered public accounting firm. The Audit Committee has previously appointed RSM to serve as the Company’s independent registered public accounting firm for the fiscal period commencing January 1, 2023. RSM served as the Company’s independent registered public accounting firm for the year ended December 31, 2022.
Although the Audit Committee has sole authority to appoint, re-appoint, and dismiss the Company’s independent registered public accounting firm, it is seeking the opinion of the stockholders regarding its appointment of RSM as the Company’s independent registered public accounting firm. For this reason, stockholders are being asked to ratify this appointment. If stockholders ratify the appointment of RSM as the Company’s independent registered public accounting firm, the Audit Committee will take that fact into consideration, but may, nevertheless, dismiss RSM. If stockholders do not ratify the appointment of RSM as the Company’s independent registered public accounting firm, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain RSM.
Representatives of RSM are expected to be present at the Annual Meeting and will be provided with an opportunity to make a statement if so desired and to respond to appropriate inquiries.
Audit and Non-Audit Fee Table
The following table presents the aggregate fees for professional audit services rendered for the integrated audits of our annual financial statements for the years ended December 31, 2022 and 2021, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for those fiscal years and fees billed for other services rendered during those periods.
12
|
|
2022 |
|
|
2021 |
|
||
Audit fees (1) |
|
$ |
182,310 |
|
|
$ |
187,590 |
|
Audit - related fees (2) |
|
|
12,360 |
|
|
|
53,350 |
|
Tax fees (3) |
|
|
68,847 |
|
|
|
63,757 |
|
Total(4) |
|
$ |
261,517 |
|
|
$ |
304,697 |
|
(1) Audit fees consist of services rendered for the audit of our annual financial statements and other financial disclosures, review of the consolidated financial statements included in our Form 10-Q filings.
(2) Audit-related fees represent professional fees for accounting consultation and consents issued related to registration statements, and comfort letters.
(3) Tax fees represent professional services rendered for tax compliance, tax advice and tax planning.
(4) There were no amounts under “all other fees” for 2021 and 2022.
Audit Committee Pre-Approval of Services by the Independent Registered Public Accounting Firm
In accordance with the Audit Committee charter, which sets forth the Audit Committee’s responsibilities, and applicable rules and regulations adopted by the SEC, the Audit Committee reviews and pre-approves any engagement of the independent registered public accounting firm to provide audit, review or attest services or non-audit services and the fees for any such services. The Audit Committee annually considers and, if appropriate, approves the provision of audit services by the independent registered public accounting firm. In addition, the Audit Committee periodically considers and, if appropriate, approves the provision of any additional audit and non-audit services by our independent registered public accounting firm that are neither pre-approved by the Audit Committee on an annual basis nor prohibited by applicable rules and regulations of the SEC. The Audit Committee has delegated to the chairman of the Audit Committee, Zachary, the authority to pre-approve, on a case-by-case basis, any such additional audit and non-audit services to be performed by our independent registered public accounting firm. Zachary reports any decision to pre-approve such services to the Audit Committee at its next regular meeting. All of the fees described in the table above were pre-approved by the Audit Committee.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the Company’s audited financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022 with Company management and RSM. The Audit Committee has also discussed with RSM the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Audit Committee has received the written disclosures and the letter from RSM pursuant to the applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence and the Audit Committee has discussed with RSM its independence with respect to the Company.
Based on the foregoing review and discussions, the Audit Committee recommended to the Board (and the Board approved) that the Company’s audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC.
Russell E. Burke III, Member of the Audit Committee
George B. Langa, Member of the Audit Committee
William C. Zachary, Chairman of the Audit Committee
The foregoing Audit Committee Report shall not be deemed under the Securities Act of 1933, as amended, or the Exchange Act, to be (i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.
Vote Required
Under Section 6 of Article II of the Company’s bylaws, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any matter which may properly come before the Meeting, unless more than a majority of the votes cast is required by statute or the Company’s charter. Inasmuch as Proposal 2 does not require a
13
greater vote by statute or the Company’s charter, a majority of all the votes cast at the Meeting at which a quorum is present is sufficient to ratify the appointment of the independent registered public accounting firm. Abstentions are not votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies solicited by the Board will be voted FOR this proposal, unless otherwise instructed.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL 3: to approve, ON A NON-BINDING, ADVISORY BASIS, the Company’s executive compensation.
As required by Section 14A of the Exchange Act, and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, stockholders are being asked to approve, on a non-binding, advisory basis, the Company’s executive compensation. This “say-on-pay” vote is a non-binding, advisory vote on whether to approve the Company’s executive compensation as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the following compensation tables and related material disclosed in this Proxy Statement).
In connection with our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), we conducted extensive outreach efforts to our stockholders to obtain feedback and seek their support for our proposals. We submitted our executive compensation program to our stockholders for approval, on a non-binding, advisory basis (also known as “Say-on-Pay”). Approximately 90% of voting stockholders at the 2017 Annual Meeting approved our executive compensation program. In addition, approximately 88% of voting stockholders at the 2017 Annual Meeting approved our 2017 Equity Incentive Plan (our “Plan”). At the 2017 Annual Meeting, our stockholders also approved, on a non-binding, advisory basis, “every three years” for the frequency of the “say-on-pay” vote. The Compensation Committee considered such strong stockholder support as an endorsement of the Company’s executive compensation program and policies.
In connection with our 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), we submitted our executive compensation program to our stockholders for approval, on a non-binding, advisory basis. Approximately 74% of voting stockholders at the 2020 Annual Meeting approved our executive compensation program. The Compensation Committee reviews our executive compensation program annually to ensure it is aligned with our long-term business strategy and encourages the creation of long-term stockholder value. The Compensation Committee values the opinions of our stockholders and will continue to consider those opinions when making future executive compensation decisions.
Our executive compensation program reflects the philosophy that compensation should reward executives for outstanding individual performance and, at the same time, align the interests of executives closely with those of stockholders. To implement that philosophy, the Company aims to reward above average corporate performance and recognize individual initiative and achievements. Our executive compensation program is designed to attract, retain, motivate, and reward key executives and align their interests with that of our stockholders. As such, we believe that our executive compensation program and the corresponding executive compensation detailed in this Proxy Statement are aligned with the long-term interests of our stockholders.
As an advisory vote, this proposal is not binding upon the Company. However, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal, and intends to consider the outcome of the vote when making future compensation decisions for our executive officers.
The Board strongly endorses the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation tables and any related material disclosed in Global Self Storage’s Proxy Statement for the 2023 Annual Meeting of Stockholders.
EXECUTIVE COMPENSATION
14
General
Our named executive officers for our 2022 fiscal year are:
We recognize that the quality, abilities and dedication of our named executive officers are critical factors that drive the long-term value of the Company. One of the primary objectives of the Compensation Committee is to ensure that the Company provides a competitive and comprehensive compensation program that allows us to attract and retain qualified and talented individuals who possess the skills and expertise necessary to lead, manage and grow the Company and who are accountable for the performance of the Company. The Compensation Committee, which is comprised entirely of Independent Directors, has the overall responsibility for monitoring the performance of our named executive officers and evaluating and approving our executive compensation plans, policies and programs.
The main elements of our executive compensation program include base salary, cash bonuses, and long-term equity compensation. Base salary is a critical element of executive compensation as it provides such executives with assured monthly cash compensation. Annual cash bonuses are also important to incentivize our executives to achieve short-term corporate strategic initiatives, to motivate certain desired individual behaviors, and to reward substantial achievement of these objectives and individual goals. In 2017, the Company engaged Willis Towers Watson (“WTW”), a globally recognized compensation consultant, to advise and provide guidance to the Compensation Committee with respect to its existing executive compensation practices, and also to help develop and implement our ongoing executive compensation program that incorporates long-term equity compensation. Long-term equity compensation is central to our overall executive compensation program as it promotes retention and encourages the creation of long-term stockholder value and the achievement of our long-term business strategy.
As the Company seeks to continue to implement its growth plan and expand its underlying business, the Compensation Committee will continue to review and consider our executive compensation program to ensure that the Company provides a compensation program that attracts and retains the best executive talent in a manner that allows us to align the interests of our named executive officers with those of our stockholders.
Summary Compensation Table
The following table provides summary information concerning compensation paid or accrued by the Company to or on behalf of our named executive officers for services provided to the Company during the years ended December 31, 2021 and December 31, 2022. The Company has not granted or paid any option awards, nonequity incentive plan compensation, or nonqualified deferred compensation earnings to any of our named executive officers during the years ended December 31, 2021 and December 31, 2022.
2022 Summary Compensation Table
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Bonus ($) |
Stock Awards (1) ($) |
|
|
All Other Compensation (2) ($) |
|
|
Total ($) |
|
|||||||
Mark C. Winmill President and Chief Executive Officer |
|
2022 2021 |
|
|
397,000 377,000 |
|
|
|
15,269 14,500 |
55,899 144,844 |
|
|
|
58,085 51,566 |
|
|
|
526,253 587,950 |
|
|
|
|
Thomas O’Malley Chief Financial Officer, Chief Accounting Officer, Treasurer, and Senior Vice President |
|
2022 2021 |
|
|
160,775 167,573 |
|
|
|
6,560 5,626 |
24,380 62,689 |
|
|
|
9,540 10,207 |
|
|
|
201,255 246,095 |
|
|||
Donald Klimoski II Senior Vice President – Operations, General Counsel, Secretary, and Chief Compliance Officer |
|
2022 2021 |
|
|
168,733 164,578 |
|
|
|
6,710 6,226 |
24,380 62,689 |
|
|
|
16,037 14,936 |
|
|
|
215,860 248,429 |
|
|
|
|
15
Name |
|
401 (k) Match ($) |
|
|
Benefits ($) |
|
|
Auto Lease and Insurance ($) |
|
|
Total of All Other Compensation ($) |
|
||||
Mark C. Winmill |
|
|
12,421 |
|
|
|
21,962 |
|
|
|
23,702 |
|
|
|
58,085 |
|
Thomas O’Malley |
|
|
8,673 |
|
|
|
867 |
|
|
|
— |
|
|
|
9,540 |
|
Donald Klimoski II |
|
|
9,836 |
|
|
|
6,201 |
|
|
|
— |
|
|
|
16,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Winmill’s compensation as Chief Executive Officer and President of the Company is determined by the Compensation Committee and consists of a salary, bonus, employee benefits, and/or reimbursement of reasonable business expenses. The Compensation Committee reviews and approves corporate goals and objectives relevant to M. Winmill’s compensation, evaluates his performance relative to those goals and objectives, and sets his compensation annually. As of December 31, 2022, M. Winmill, O’Malley, and Klimoski’s compensation plan generally consisted of base salary, employee benefits plan participation, qualified retirement plan participation, bonuses, stock grants, and certain prerequisites. A portion of M. Winmill, O’Malley, and Klimoski’s compensation may be deferred at their election.
Mark Winmill’s compensation is typically determined annually by the Compensation Committee by level of responsibility and tenure at the Company. For 2021 and 2022, the Board directed that non-CEO employee compensation (other than awards under our Plan, which are typically determined annually by the Compensation Committee), including O’Malley’s and Klimoski’s, be set based on a general methodology used in prior years whereby the total level of compensation for each employee that is concurrently employed by the Company and its affiliates is set by Mark Winmill, as Chief Executive Officer of the Company and Tuxis, and Thomas Winmill, as Chief Executive Officer of other affiliates of the Company, and then allocated based on time allocation reports of each such non-CEO employee or other means deemed appropriate by Mark and Thomas Winmill.
The primary components of Mark Winmill, Thomas O’Malley, and Donald Klimoski’s bonuses are typically based on, among other things, (i) the number of weeks’ salary paid as bonuses to Company employees generally, and/or (ii) the financial performance of the Company. A subjective component of M. Winmill, O’Malley, and Klimoski’s bonuses may be based on their overall contribution to management of the Company.
Benefits consist of premiums paid by the Company for medical, dental, vision, life and long term disability insurances. The Company and its affiliates (as detailed below) participate in a 401(k) retirement savings plan for substantially all qualified employees. A matching expense based upon a percentage of contributions to the plan by eligible employees is incurred and allocated among the Company and its affiliates. The matching expense is accrued and funded on a current basis and may not exceed the amount permitted as a deductible expense under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s allocated matching expense to M. Winmill, O’Malley, and Klimoski under the plan was $12,421, $8,673 and $9,836, respectively, for the year ended December 31, 2022.
The Company currently reimburses monthly automobile expenses of $1,000 per month to its President, Mark C. Winmill. To the extent that the monthly payment under the Company’s automobile lease exceeds the current monthly reimbursement amount, M. Winmill voluntarily reimburses the Company for the excess amount. In this regard, M. Winmill has reimbursed the Company $1,878 for the automobile payments paid and due in 2022.
Equity Awards
On March 28, 2022 and March 27, 2023, respectively, in consultation with WTW, the Compensation Committee approved awards under our Plan to our named executive officers and certain of our other officers, employees and independent contractors in respect of performance for the fiscal years ending December 31, 2022 and December 31, 2023, as further described below.
The awards approved on March 28, 2022, consisted of restricted share awards under our Plan to our named executive officers and certain of our other officers, employees and independent contractors in the aggregate amount of 26,025 shares, of which 15,025 shares are performance-based grants and the remainder of the shares are time-based grants. M. Winmill, O’Malley, and Klimoski, received 8,025, 3,500 and 3,500 shares, respectively. With respect to the grants made to M. Winmill, O’Malley,
16
and Klimoski, 8,025 of the shares for M. Winmill, 3,500 of the shares for O’Malley and 3,500 of the shares for Klimoski vest based on continued employment and the achievement of certain adjusted funds from operations (“AFFO”) and same store revenue growth (“SSRG”) goals by the Company during 2022. Between 0% and 200% of these shares were to be earned based on achievement of the AFFO and SSRG goals in 2022, and the shares which were earned will remain subject to quarterly vesting during the remaining four-year time vesting period. In the event that the Company completed acquisitions in 2022 of a certain dollar amount or more, the number of performance shares earned by M. Winmill, O’Malley, and Klimoski in 2022 would have been increased by 25%. Dividends paid by the Company prior to the determination of how many shares are earned will be retained by the Company and released only with respect to earned shares.
M. Winmill, O’Malley, and Klimoski earned a weighted payout percentage of approximately 126.09% of such shares based on AFFO and SSRG in 2022. With respect to the grants made in 2022 to M. Winmill, O’Malley and Klimoski, 10,118 of the shares for M. Winmill and 4,413 of the shares for each of O’Malley and Klimoski vest based on continued employment. Dividends paid by the Company prior to the determination of how many shares were earned were retained by the Company and released with respect to earned shares.
On March 27, 2023, the Compensation Committee approved restricted share awards under our Plan to our named executive officers and certain of our other officers, employees and independent contractors in the aggregate amount of 37,976 shares, of which 23,726 shares are performance-based grants and the remainder of the shares are time-based grants. With respect to the grants made to M. Winmill, O’Malley, and Klimoski, 12,672 of the shares for M. Winmill, 5,527 of the shares for O’Malley and 5,527 of the shares for Klimoski vest based on continued employment and the achievement of certain AFFO and SSRG goals by the Company during 2023. It is currently expected that performance-based grants such as these will be made to M. Winmill, O’Malley and Klimoski on an annual basis. Between 0% and 200% of these shares will be earned based on achievement of the AFFO and SSRG goals in 2023, and the shares which are earned will remain subject to quarterly vesting during the remaining four-year time vesting period. In the event that the Company completes acquisitions in 2023 of a certain dollar amount or more, the number of performance shares earned by M. Winmill, O’Malley, and Klimoski in 2023 shall be increased by 25%. Dividends paid by the Company prior to the determination of how many shares are earned will be retained by the Company and released only with respect to earned shares. If a Change in Control (as defined in our Plan) occurs during 2023, the number of shares earned will equal the greater of the number of shares granted and the number of shares which would have been earned based on the AFFO and SSRG through the date of the Change in Control. If following a Change in Control, a grantee is terminated by the Company without Cause or by the grantee with Good Reason (as each is defined in our Plan), all unvested restricted shares will fully vest.
Outstanding Equity Awards at Fiscal Year End 2022
The following table summarizes all outstanding equity awards held by our named executive officers on December 31, 2022.
|
Stock Awards |
|
Name |
Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) |
Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(1) |
Mark C. Winmill |
|
|
Time Vesting (2) |
13,556 |
66,153 |
Performance Vesting (3) |
13,561 |
66,178 |
Thomas O'Malley |
|
|
Time Vesting (2) |
5,850 |
28,548 |
Performance Vesting (3) |
5,915 |
28,865 |
Donald Klimoski II |
|
|
Time Vesting (2) |
5,850 |
28,548 |
Performance Vesting (3) |
5,915 |
28,865 |
|
|
|
(1) For purposes of this table, the market value of the restricted shares is deemed to be $4.88 per share, the closing price of the common stock reported on NASDAQ on December 31, 2022 (the last trading day of the year).
(2) Represents the unvested restricted shares granted on March 26, 2020, March 25, 2021, March 28, 2022, and outstanding on December 31, 2022, 6.25% of which vest quarterly solely based on the performance of services.
(3) Represents the number of unvested restricted shares granted on March 26, 2020, March 25, 2021, and March 28, 2022, respectively, and outstanding on December 31, 2022 that were eligible to vest at a rate of 6.25% per quarter based on the performances of services and upon attainment of “target” AFFO and SRRG goals in 2020, 2021 and 2022, respectively, as described immediately below.
The following table sets forth the fiscal year 2022 AFFO and SSRG performance vesting targets for the restricted shares granted on March 28, 2022 that vest based on continued employment and achievement of AFFO and SSRG goals.
17
|
|
Performance Levels |
|||||||
Performance Measure |
Weighting |
Threshold |
|
|
Target |
|
|
Maximum |
Actual |
AFFO(1) |
50% |
$2,521,223 |
$2,661,291 |
$2,731,325 |
$2,801,359 |
$2,871,393 |
$2,941,426 |
$3,081,494 |
$4,695,031 |
SSRG(2) |
50% |
12.50% |
13.65% |
14.23% |
14.80% |
15.38% |
15.95% |
17.10% |
13.70% |
Payout Percentage: |
0% |
50% |
75% |
100% |
125% |
150% |
200% |
100%(3) |
|
Name |
Performance Level Share Amounts |
||||||||
Mark C. Winmill |
0 |
4,013 |
6,019 |
8,025 |
10,031 |
12,038 |
16,050 |
10,118 |
|
Thomas O’Malley |
0 |
1,750 |
2,625 |
3,500 |
4,375 |
5,250 |
7,000 |
4,413 |
|
Donald Klimoski II |
0 |
1,750 |
2,625 |
3,500 |
4,375 |
5,250 |
7,000 |
4,413 |
|
(1) In the event AFFO falls between shown points, the payout percentage for the AFFO shares is determined using a straight line linear interpolation.
(2) In the event SSRG falls between shown points, the payout percentage for the SSRG shares is determined using a straight line linear interpolation.
(3) Reflects the weighted payout percentage for the AFFO shares and the SSRG shares.
For 2022, the Company’s AFFO was $4,695,031 and SSRG was 13.7%, which, with each weighted equally, resulted in vesting of 126.09% of the target number of performance vesting restricted shares (a total of 10,118, 4,413 and 4,413 shares for M. Winmill, O’Malley and Klimoski, respectively). As of March 31, 2023, twenty-five percent of these shares were vested and the remainder will vest quarterly in 6.25% increments based on continued employment.
Pay Versus Performance
As discussed above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our executives' compensation to the achievement of the Company’s financial, operational and strategic objectives. The following tables set forth information concerning the compensation and compensation actually paid to
Year |
|
Summary Compensation Table Total for PEO |
|
Compensation Actually Paid to PEO |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
Value of Initial Fixed $100 Investment Based on Total Shareholder Return (TSR) |
|
Net Income |
2022 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
To calculate the Compensation Actually Paid ("CAP"), the following amounts were deducted from and added to the Summary Compensation Table ("SCT") total compensation:
PEO SCT Total to CAP Reconciliation
Year |
|
Salary |
|
Bonus |
|
Stock Awards |
|
All Other Compensation |
|
SCT Total |
|
Grant Date Fair Value of Current Year Equity Awards included in SCT |
|
Fair Value Adjustments to SCT Table |
|
CAP |
2022 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
$ |
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
$ |
Average Non-PEO NEOs SCT Total to CAP Reconciliation
18
Year |
|
Salary |
|
Bonus |
|
Stock Awards |
|
All Other Compensation |
|
SCT Total |
|
Grant Date Fair Value of Current Year Equity Awards included in SCT |
|
Fair Value Adjustments to SCT Table |
|
CAP |
2022 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
$ |
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
$ |
Supplemental Tables
PEO Equity Component of CAP
Year |
|
Fair Value of Current Year Equity Awards at December 31, (a) |
|
Change in Fair Value of Prior Years' Awards Unvested at December 31, (b) |
|
Fair Value of Current Year Vested Awards (c) |
|
Change in Fair Value of Prior Years' Awards Vested through the Year Ended December 31, (d) |
|
Change in Value of Prior Year's Awards Failed to Vest through the Year Ended December 31, (e) |
|
Dividends on Unvested Awards/Accrued Dividends (f) |
|
Equity Value included in CAP (g) = (a)+(b)+(c)+(d)+(e)+(f) |
2022 |
|
$ |
|
$( |
|
$ |
|
$( |
|
|
$ |
|
$ |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
Average Non-PEO NEOs Equity Component of CAP
Year |
|
Fair Value of Current Year Equity Awards at December 31, (a) |
|
Change in Fair Value of Prior Years' Awards Unvested at December 31, (b) |
|
Fair Value of Current Year Vested Awards (c) |
|
Change in Fair Value of Prior Years' Awards Vested through the Year Ended December 31, (d) |
|
Change in Value of Prior Year's Awards Failed to Vest through the Year Ended December 31, (e) |
|
Dividends on Unvested Awards/Accrued Dividends (f) |
|
Equity Value included in CAP (g) = (a)+(b)+(c)+(d)+(e)+(f) |
2022 |
|
$ |
|
$( |
|
$ |
|
$( |
|
|
$ |
|
$ |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
Relationship to Compensation Actually Paid
The following charts show the relationship of the compensation actually paid to our PEO and the average compensation actually paid to our NEOs to our cumulative total stockholder return and net income for the periods indicated.
Compensation Actually Paid versus Total Shareholder Return
Compensation Actually Paid versus Net Income
19
Chief Executive Officer Employment Agreement
On March 28, 2022, the Company entered into an amended and restated employment agreement with its Chief Executive Officer and President, Mark Winmill.
The amended and restated employment agreement has an initial term of three years and is subject to automatic one-year extensions thereafter, unless either party provides at least 90 days’ notice of non-renewal.
The employment agreement provides for:
The amended and restated employment agreement provides that, if M. Winmill’s employment is terminated by the Company without “cause” or by M. Winmill for “good reason” (each as defined in the employment agreement), or as a result of the Company’s notice of non-renewal of the employment term, M. Winmill will be entitled to the following severance payments and benefits, subject to the execution and non-revocation of a general release of claims:
In the event M. Winmill’s employment terminates by reason of his death or disability he or his estate shall receive:
20
The amended and restated employment agreement contains standard confidentiality provisions, which apply indefinitely, and both non-competition and non-solicitation of employees and customers covenants, which apply during the term of employment and for a period of twelve months thereafter.
Equity Compensation Plan Information
Our Plan is designed to provide equity-based incentives to certain eligible persons, as defined in our Plan, in the form of options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights or other forms of equity-based compensation as determined in the discretion of the Board, the Compensation Committee, or other designee thereof. For additional information about our Plan, see “–2017 Equity Incentive Plan” below.
The following table presents certain equity compensation plan information as of December 31, 2022:
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
|
|
Weighted average exercise price of outstanding options, warrants and rights |
|
|
|
Number of securities remaining available for future issuance under equity compensation plans |
|
|||
Equity compensation plans approved by security holders |
|
|
— |
|
|
|
|
— |
|
|
|
|
535,883 |
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
Total |
|
|
— |
|
|
|
|
— |
|
|
|
|
535,883 |
|
2017 Equity Incentive Plan
On October 16, 2017, our stockholders approved our Plan.
The purpose of our Plan is to provide us with the flexibility to use stock options and other equity-based awards to provide a means of performance-based compensation.
Key employees, directors, officers, advisors, consultants, and other personnel of ours and our subsidiaries, and other persons expected to provide significant services to us or our subsidiaries, are eligible to be granted incentive and nonqualified share options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights, and other forms of equity-based compensation under our Plan.
The Compensation Committee has the authority to administer and interpret our Plan, to authorize the granting of awards to eligible participants, to determine the eligibility of eligible participants to receive an award, to determine the number of shares of common stock to be covered under each award agreement, considering the position and responsibilities of the eligible participants, the nature and value to us of the eligible participants’ present and potential contribution to our success, whether directly or through our subsidiaries, and such other factors as the Compensation Committee may deem relevant, to approve the form of award agreement, to determine the terms applicable to each award, which may differ among individual awards and participants, and may include performance goals, to extend at any time the period in which options or share appreciation rights may be exercised, provided that such awards cannot have a term longer than 10 years, to determine the extent to which the transferability of shares issued or transferred pursuant to an award is restricted, to decide all disputes arising in connection with our Plan, and to take any other actions, make all other determinations that it deems necessary or appropriate, and otherwise supervise the administration of our Plan.
Our Plan has been administered by a Compensation Committee consisting of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director and will, at such times as we are subject to Section 162(m) of the Code, qualify as an "outside director" for purposes of Section 162(m) of the Code.
21
Subject to adjustment upon certain corporate transactions or events, a maximum of 760,000 shares of common stock may be subject to share options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights, and other forms of equity-based compensation awards under our Plan. If an option or other award granted under our Plan is cancelled, expires or terminates, the shares that expire or terminate without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. In addition, shares subject to any restricted share unit, dividend equivalent right or other equity-based award (other than share options and share appreciation rights) that are settled in cash will again become available for the issuance of additional awards. Furthermore, awards granted in substitution, assumption, continuation or adjustment of awards remaining available for grant under our Plan pursuant to a change in control or other corporate transaction will not count against the number of shares remaining available for issuance under our Plan. The shares available under a stockholder-approved plan of an entity acquired by us will be available for awards granted to individuals who were not employees of ours immediately before such acquisition, and will not count against the number of shares remaining available for issuance under our Plan. Unless previously terminated by our Board, no new award may be granted under our Plan after October 16, 2027.
Vote Required
Under Section 6 of Article II of the Company’s bylaws, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any matter which may properly come before the Meeting, unless more than a majority of the votes cast is required by statute or the Company’s charter. Inasmuch as Proposal 3 does not require a greater vote by statute or the Company’s charter, a majority of all the votes cast at the Meeting at which a quorum is present is sufficient to approve this Proposal 3. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies solicited by the Board will be voted FOR this proposal, unless otherwise instructed.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE,
ON A NON-BINDING, ADVISORY BASIS, FOR
THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.
PROPOSAL 4: Advisory vote to determine whether the advisory vote on the Company’s executive compensation should occur every one, two, or three years.
SEC rules require that the Company seek an advisory vote as to whether advisory approval of the Company’s executive compensation should occur every one, two, or three years. The Board recommends that stockholders determine, on a non-binding, advisory basis, that the advisory vote on the Company’s executive compensation should occur every three years. Should our stockholders determine that the frequency of the “say-on-pay” vote should be “every three years” the next “say-on-pay” vote would occur at the Company’s 2026 Annual Meeting of Stockholders.
This “say-when-on-pay” vote is a non-binding, advisory vote on the frequency of when to approve the Company’s compensation for its named executive officers as disclosed pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the following compensation tables and related material disclosed in this Proxy Statement). With respect to this proposal, stockholders may vote for “EVERY YEAR,” “EVERY TWO YEARS” or “EVERY THREE YEARS” or mark your proxy “ABSTAIN.”
At this stage of the Company’s development, we believe that having this “say-on-pay” vote again in 2026 would provide the Company with sufficient time to engage with stockholders to understand and respond to the 2023 “say-on-pay” vote results. Stockholders who have concerns about executive compensation during the interval between “say-on-pay” votes are welcome to bring their specific concerns to the attention of the Board and the Compensation Committee. Please refer to “Additional Information” in this Proxy Statement for information about communicating with the Board.
This vote is an advisory vote, and therefore the result will be non-binding. Although the vote is non-binding, the Board and the Compensation Committee intend to consider the outcome of the vote when considering the frequency of future advisory votes on executive compensation.
Vote Required
Under Section 6 of Article II of the Company’s bylaws, a majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present is sufficient to approve any matter which may properly come before the Meeting, unless more than a majority of the votes cast is required by statute or the Company’s charter. Inasmuch as Proposal 4 does not require a
22
greater vote by statute or the Company’s charter, a majority of all the votes cast at the Meeting at which a quorum is present is sufficient to approve this Proposal 4. If no frequency receives the affirmative vote of a majority of the votes cast on the proposal, our Board intends to regard the frequency receiving the greatest number of votes as the recommendation of our stockholders. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Proxies solicited by the Board will be voted for “EVERY THREE YEARS” on this proposal, unless otherwise instructed.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE,
ON A NON-BINDING, ADVISORY BASIS, FOR
SEEKING THE ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION
EVERY THREE YEARS.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of the Record Date for:
We have determined beneficial ownership in accordance with the rules of the SEC including, but not limited to, Section 13(d)(3) of the Exchange Act. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. There are no shares of common stock subject to options or other rights exercisable outstanding as of the date of this Proxy Statement. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole or shared voting and investment power with respect to all of the common stock that they beneficially own.
Applicable percentage ownership is based on 11,143,908 shares of common stock outstanding as of the Record Date. Unless otherwise indicated, the mailing address of each beneficial owner in the table is: Global Self Storage, Inc., 3814 Route 44, Millbrook, New York 12545.
Name |
|
Amount and Nature of Beneficial Ownership |
|
|
|
Percentage of Outstanding Shares |
|
||
5% Stockholder: |
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Bard Associates, Inc. 135 South LaSalle Street, Suite 3700 Chicago, IL 60603 |
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685,033 |
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(1) |
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6.15% |
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Named Executive Officers and Directors: |
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Mark C. Winmill |
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656,065 |
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(2) |
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5.89% |
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Thomas B. Winmill(3) |
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440,766 |
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(4) |
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3.96% |
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Winmill Family Trust |
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439,666 |
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(5) |
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3.95% |
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Winmill & Co. Incorporated |
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439,666 |
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(6) |
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3.95% |
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Tuxis Corporation |
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299,478 |
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2.69% |
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Midas Securities Group, Inc. |
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135,101 |
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1.21% |
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Russell E. Burke |
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23,300 |
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* |
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William C. Zachary |
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1,359 |
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* |
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George B. Langa |
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3,547 |
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* |
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Thomas O'Malley |
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46,125 |
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(7) |
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* |
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Donald Klimoski II |
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49,440 |
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(7) |
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* |
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Directors and officers as a group (7 persons) |
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780,936 |
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(8) |
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7.01% |
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* Represents beneficial ownership of less than 1.00% of the outstanding shares of common stock.
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Certain Relationships and Related PARTY Transactions
There are no currently proposed transactions nor have there been any transactions during the Company’s last two fiscal years in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person (as defined in Item 404 of Regulation S-K of the Exchange Act) had or will have a direct or indirect material interest, except for the transaction with Tuxis described below. The Company has not had a promoter at any time during the past five fiscal years and does not have a parent.
Certain officers and directors of the Company also serve as officers and/or directors of Winco, Bexil, Tuxis, and/or their affiliates (collectively with the Company, the “Affiliates”). As of the Record Date, certain of the Affiliates and the Company’s directors and employees may be deemed to own approximately 8.1% of the Company’s outstanding common stock. There may be conflicts of interest resulting from the relationships among the Company, the Affiliates, and other related parties. The outside business interests of the Company’s officers may divert their time and attention away from the Company, and may result in a potential conflict with respect to the allocation of business opportunities, which could harm its business. The Board has adopted policies and procedures designed to mitigate these conflicts of interest, such as allocation procedures for determining the appropriate allocation of such business opportunities. Specifically, if any officer or director of the Company who also serves as an officer, director, or advisor of the Affiliates becomes aware of a potential transaction related primarily to the self storage business that may represent a business opportunity for the Company and one or more of the Affiliates, such officer or director has no duty to present that opportunity to such Affiliates and the Company will have the sole right to pursue the transaction if the Board so determines. Notwithstanding the foregoing, officers or directors of the Company are encouraged to notify the Affiliates of such an opportunity.
On May 19, 2020, an affiliate of the Company (the “Borrower”) entered into a Paycheck Protection Program Term Note (“PPP Note”) with Customers Bank on behalf of itself, the Company, and certain other affiliates, under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration (the “SBA”). The Borrower received total proceeds of $486,602 from the PPP Note of which approximately $307,000 was attributable to the Company under the SBA’s loan determination formula. The Borrower thereafter applied for forgiveness of the amount due on the PPP Note. On April 5, 2022, the SBA completed its review of the Borrower’s PPP loan forgiveness application and approved loan forgiveness of the entire PPP Note. Accordingly, the Company will not be required to repay its proportionate share of interest on its portion of the PPP Note.
ADDITIONAL INFORMATION
Solicitation of Proxies
All costs of soliciting proxies for the Meeting will be borne by the Company. In addition to the solicitation of proxies by use of the mail, directors and officers of the Company may solicit proxies by telephone, electronic communications, or personal contact, for which they will not receive any additional compensation. The Company may pay persons holding shares of its stock in their names or those of their nominees for their expenses in sending soliciting materials to their beneficial owners. Authorizations to execute proxies may be obtained by telephonic instructions in accordance with procedures designed to authenticate the stockholder’s identity. Stockholders requiring further information with respect to telephonic voting instructions may call toll-free at (800) 690-6903. Any stockholder giving a proxy may revoke it at any time before it is exercised by submitting to the Secretary of the Company a written notice of revocation or a subsequently executed proxy.
Voting and Quorum
Stockholders are entitled to one vote for each share held, and a fractional vote for each fractional share held. Shares represented by executed and unrevoked proxies will be voted in accordance with the instructions on the proxy card. If a stockholder has signed a proxy card but no instructions are indicated, the proxies will vote “FOR” each proposal and, in their discretion, upon such other matters as may properly come before the Meeting. A stockholder may revoke a proxy by delivering to the Company’s Secretary, Donald Klimoski II, Esq. Global Self Storage, Inc., 3814 Route 44, Millbrook, New York 12545, a properly executed proxy with a date later than the previously delivered proxy or by sending a written revocation to the Company. To be effective, such revocation must be received prior to the Meeting. In addition, any stockholder who attends the Meeting virtually may vote by ballot at the Meeting, thereby canceling any proxy previously given.
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The presence virtually or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting shall constitute a quorum. If a quorum is not present at the Meeting, the chairman of the Meeting has the power to adjourn the Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the Meeting. At a reconvened Meeting, if a quorum is present, any business may be transacted that might have been transacted at the originally scheduled Meeting. A stockholder vote may be taken for one or more proposals prior to any adjournment if sufficient votes have been received for approval. If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, represents a broker “non-vote” (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares of stock of the Company on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, “abstentions”), shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Under Maryland law, abstentions are not votes cast and will have no effect on the results of the votes on Proposals 1 through 4. Because directors will be elected by a plurality of the votes cast in the election of directors, and no additional nominations may properly be presented at the Meeting, “withhold” votes will have no effect on the result of the vote on Proposal 1.
No other business is expected to be acted upon at the Meeting other than as described in this Proxy Statement. If any other matters properly come before the Meeting, shares represented by proxies will be voted in the discretion of the person or persons holding the proxies.
Our Board knows of no other matters or business to be presented for consideration at the Meeting. If, however, any other matters properly come before the Meeting or any adjournments or postponements thereof, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their discretion on any such matters. The persons named in the enclosed proxy may also, if they deem it advisable, vote such proxy to adjourn the Meeting from time to time.
Discretionary Authority; Stockholder Proposals
In accordance with the rules established by the SEC, any stockholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act intended for inclusion in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) must be received by the Company no later than 120 days before the anniversary of the date of this proxy statement (e.g., not later than December 29th). Such proposals should be sent in writing to Global Self Storage, Inc., Attn: Donald Klimoski II, Esq., Senior Vice President - Operations, General Counsel, Secretary, and Chief Compliance Officer, 3814 Route 44, Millbrook, New York 12545. Such proposals must comply with Rule 14a-8 of the Exchange Act and the interpretations thereof, and may be omitted from the Company’s proxy materials for the 2024 Annual Meeting if such proposals are not in compliance with applicable requirements of the Exchange Act and the interpretations thereof.
The Company’s current bylaws also establish advance notice procedures for stockholder proposals and director nominations that are not submitted for inclusion in the Company’s proxy statement for the 2024 Annual Meeting. Pursuant to the Company’s current bylaws, a stockholder of record may nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, provided that generally that an advance written stockholder notice that meets the requirements set forth in the Company’s current bylaws is timely submitted to the Company. To be timely submitted, a stockholder’s notice must be delivered to the Secretary of the Company, at its principal executive offices, no earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. Accordingly, pursuant to such bylaws, a record stockholder nomination or proposal intended to be considered at the 2024 Annual Meeting must be delivered and received by the Secretary of the Company no earlier than November 29, 2023, nor later than 5:00 p.m., Eastern time, on December 29, 2023. Stockholder notices of proposals and/or director nominations should be sent to Global Self Storage, Inc., Attn: Donald Klimoski II, Esq., Senior Vice President - Operations, General Counsel, Secretary, and Chief Compliance Officer, 3814 Route 44, Millbrook, New York 12545. In the event that the date of the 2024 Annual Meeting is held earlier than May 7, 2024 or later than August 5, 2024, in order for the stockholder’s notice to be timely for the 2024 Annual Meeting, it must be so delivered and received no earlier than the 150th day nor later than 5:00 p.m., Eastern time, on the later of the 120th day prior to the date of the 2024 Annual Meeting, as originally convened, or the 10th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by the Company.
In addition to the above requirements for stockholder proposals and director nominations, the stockholder proponent or a qualified representative must attend the 2024 Annual Meeting to present such proposal or nomination.
Stockholders and other interested parties who wish to communicate with members of the Board or a specified member of the Board should submit the communication in writing to Global Self Storage, Inc., Attn: Donald Klimoski II, Esq., Senior Vice
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President - Operations, General Counsel, Secretary, and Chief Compliance Officer, 3814 Route 44, Millbrook, New York 12545, identifying the correspondence as intended for the Board, a specified member of the Board, or a specified group of directors.
Householding of Proxy Materials
To reduce the expenses of printing and delivering duplicate copies of proxy statements, some banks, brokers, and other nominee record holders may deliver only one copy of these materials to stockholders who share an address unless otherwise requested. If you share an address with another stockholder and have received only one copy of this Proxy Statement, you may request a separate copy of these materials at no cost to you by writing to Global Self Storage, Inc., Attention: Secretary, 3814 Route 44, Millbrook, New York 12545. For future stockholder meetings, you may request separate copies of these materials or request that we send only one set of these materials to you if you are receiving multiple copies by calling or writing to us at the number or address given above.
Notice to Banks, Broker/Dealers, and Voting Directors and Their Nominees
Please advise the Company’s transfer agent, American Stock Transfer Company, at (800) 937-5449, whether other persons are the beneficial owners of the shares of stock for which proxies are being solicited and, if so, the number of copies of this Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares.
It is important that proxies be returned promptly. Therefore, stockholders who do not expect to attend the Meeting virtually are urged to complete, sign, date, and return the enclosed proxy card in the enclosed stamped envelope.
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