Current Report Filing (8-k)
May 31 2019 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 30, 2019
Date
of Report (Date of Earliest Event Reported)
LIFE STORAGE,
INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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1-13820
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16-1194043
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(Life Storage, Inc.)
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Delaware
(Life Storage LP)
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0-24071
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16-1481551
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(State or Other Jurisdiction
Of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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6467 Main Street
Williamsville, New York 14221
(Address of Principal Executive Offices)
(716)
633-1850
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrants under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Life Storage, Inc.:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $.01 par value
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LSI
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New York Stock Exchange
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Life Storage LP:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Life Storage, Inc.:
Emerging growth company ☐
Life Storage LP:
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Life Storage,
Inc. ☐
Life Storage LP ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2019 Annual Meeting of Shareholders of Life Storage, Inc. (the Company) was held on May 30, 2019. Proxies were solicited pursuant to
the Companys proxy statement filed on April 16, 2019 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the Companys
solicitation. As of the record date of April 2, 2019, there were 46,632,703 shares of the Companys common stock issued and outstanding. 43,168,630 shares were represented in person or by proxy at the meeting, or 92.6% of the
total shares issued and outstanding. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.
P
roposal 1.
The election of nine directors of the Company to hold office until the next Annual Meeting of Shareholders and until
their successors are elected and qualified. In accordance with the results below, each nominee as listed in the proxy statement was elected to serve as a director.
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Mark G. Barberio
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40,039,982
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253,517
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2,875,131
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Joseph V. Saffire
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40,202,885
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90,614
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2,875,131
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Charles E. Lannon
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39,530,041
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763,458
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2,875,131
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Stephen R. Rusmisel
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39,800,082
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493,417
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2,875,131
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Arthur L. Havener, Jr.
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39,847,032
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446,467
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2,875,131
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Carol Hansell
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39,790,279
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503,220
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2,875,131
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Dana Hamilton
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39,928,782
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364,717
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2,875,131
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Edward J. Pettinella
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39,845,640
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447,859
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2,875,131
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David L. Rogers
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40,167,602
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125,897
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2,875,131
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Proposal 2.
The ratification of the appointment by the Board of Directors of Ernst &
Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019. In accordance with the results below, the appointment of Ernst & Young LLP was ratified and approved.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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41,922,819
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1,201,484
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44,327
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0
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Proposal 3.
Proposal to amend the Bylaws of the Company. In accordance with the results below,
the amendment to the Bylaws was approved.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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25,912,623
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14,286,216
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94,660
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2,875,131
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The amendment to the Bylaws of the Company is filed as Exhibit 3.1 to this
Form 8-K.
Proposal 4.
Proposal to amend and restate the Companys 2009 Outside
Directors Stock Option and Award Plan. In accordance with the results below, the Amended and Restated 2009 Outside Directors Stock Option and Award Plan was approved.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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39,414,643
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784,394
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94,462
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2,875,131
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Proposal 5.
Proposal to approve (on a
non-binding
basis)
the compensation of the Companys executive officers.
In accordance with the results below, the compensation was approved (on a
non-binding
basis).
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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39,204,771
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1,002,545
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86,183
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2,875,131
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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The following exhibits are filed herewith:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on their behalf by
the undersigned, thereunto duly authorized.
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LIFE STORAGE, INC
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Date: May 31, 2019
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By
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/s/Andrew J. Gregoire
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Name:
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Andrew J. Gregoire
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Title:
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Chief Financial Officer
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LIFE STORAGE LP
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Date: May 31, 2019
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By: LIFE STORAGE HOLDINGS, INC., as General
Partner
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By
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/s/Andrew J. Gregoire
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Name:
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Andrew J. Gregoire
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Title:
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Chief Financial Officer
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