PROPOSAL 4. PROPOSAL TO APPROVE THE COMPENSATION OF THE COMPANYS
EXECUTIVE OFFICERS
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank
Act), we are asking our Shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of the Companys Named Executive Officers as described in detail in the Compensation
Discussion and Analysis and the accompanying tables in the Executive Compensation section above. This vote is commonly known as say-on-pay. The
Company is currently conducting say-on-pay votes every year.
As described in greater detail in the Compensation Discussion and Analysis section, we seek to closely align the interests of the
Named Executive Officers with the interests of our Shareholders. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term goals and the achievement of increased total shareholder return, while
at the same time avoiding the encouragement of unnecessary or excessive risk-taking. A substantial part of our compensation for Named Executive Officers is performance based and the Company has used performance-based vesting restricted stock as part
of the long-term incentive program.
In order to promote the short and long-term interest of our Shareholders, the Companys compensation
programs have evolved as necessary over the years. During the last several years, the Compensation and Human Capital Committee has initiated a number of changes to better align management and Shareholder interests. Recent Compensation and Human
Capital Committee actions include the following:
|
|
|
Since 2010, the Company has had in effect a performance-based Annual Incentive Compensation Plan for Executive Officers.
This plan for annual incentive awards is two-thirds based upon objective metrics that relate to targeted FFO and annual FFO growth relative to publicly traded competitors of the Company. One-third of the potential annual bonus award is subject to the Compensation and Human Capital Committees evaluation of a number of other metrics which can be changed by the Compensation and Human Capital
Committee as it deems appropriate to promote specific goals. The Plan also provides that bonuses shall be returned, to the extent that the Compensation and Human Capital Committee deems appropriate, if they result from restated financial
statements of the Company due to a recipients misconduct, and that the Compensation and Human Capital Committee may make adjustments in bonuses to the extent they were affected by misstatements in the audited financial statements of other
companies.
|
|
|
|
The Compensation and Human Capital Committee has revised long-term incentive awards in a manner to provide a direct
linkage between payouts to executive officers and total return to Shareholders. A portion of such awards since 2011 have been made in the form of performance-based awards which are earned based upon the Companys relative total shareholder
return compared to certain peer companies.
|
Life Storage, Inc. 2020 Proxy Statement
- 65 -
|
|
|
Formal minimum share ownership requirements have been adopted for Named Executive Officers and members of the Board of
Directors of the Company. This requirement reflects the Compensation and Human Capital Committees commitment to ensure alignment of management and Shareholder interests.
|
We believe that the information provided in this Proxy Statement demonstrates that the Companys executive compensation program is designed
appropriately to attract and retain talented executives and to align the executives interests with Shareholders interests. Accordingly, the Board of Directors recommends that Shareholders approve the compensation of the Companys
Named Executive Officers by approving the following say-on-pay resolution:
RESOLVED, that the Shareholders of Life Storage, Inc. approve, on an advisory basis, the compensation of the executive officers
identified in the Summary Compensation Table, as disclosed in the Life Storage, Inc. 2020 Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,
the compensation tables and the accompanying footnotes and narratives.
Say-on-pay votes under the Dodd-Frank Act are advisory. Although the
results of the say-on-pay vote do not bind the Company, the Board of Directors will review the results very carefully. The Board of Directors views the vote as providing
important information regarding investor sentiment about the Companys executive compensation philosophy, policies and practice.
The
affirmative vote of a majority of the votes cast is required for approval of the advisory resolution above. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE COMPENSATION OF THE COMPANYS EXECUTIVE OFFICERS.
Life Storage, Inc. 2020 Proxy Statement
- 66 -
CERTAIN TRANSACTIONS
Frederick G. Attea is Senior Counsel at the law firm of Phillips Lytle LLP, which has represented the Company since its inception and is currently
representing the Company and various joint ventures in which the Company has an ownership interest. Mr. Frederick G. Attea married Mr. Saffires
mother-in-law in September 2017. For 2019, Phillips Lytle LLPs legal fees for services rendered to the Company and to the various joint ventures in which the
Company has ownership interests totaled $2,368,675.
Michael Rogers and John Rogers are brothers of Mr. David L. Rogers and are
employees of the Company. In 2019, Michael Rogers was paid a base salary and bonus of approximately $311,000. Additionally, in 2019, Michael Rogers was granted 1,000 shares of restricted stock which vest ratably over a period of seven years. His
2020 salary is approximately $308,000. In 2019, John Rogers was paid a base salary and bonus of approximately $167,000. His 2020 salary is approximately $174,000. The Company has entered into agreements with Michael Rogers and John Rogers which
provide for a severance payment by the Company in the event they are terminated from employment after a change of control of the Company. The severance payment is equal to two times their salary and bonus for the prior calendar year. Such
agreements are consistent with agreements with similarly situated employees of the Company.
The transactions and arrangements above were reviewed
and disclosed under the Companys policies and procedures regarding related-party transactions.
PROPOSALS OF
SHAREHOLDERS FOR THE 2021 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the 2021 Annual Meeting of
Shareholders, Shareholder proposals must be received by the Secretary of the Company, 6467 Main Street, Williamsville, New York 14221, no later than December 18, 2020.
The Companys By-Laws set forth the procedure to be followed by a Shareholder who wishes to recommend one
or more persons for nomination to the Board of Directors or present a proposal at an annual meeting. Only a Shareholder of record entitled to vote at an annual meeting may present a proposal and must give timely written notice thereof to the
Secretary of the Company at the address noted above. Generally, to be timely, a Shareholders notice shall set forth all information required under the By-laws and shall be delivered to the Secretary not
earlier than the 150th day (i.e. November 18, 2020) nor later than the 120th day (i.e. December 18, 2020) prior to the first anniversary of the date of the Proxy Statement for the preceding years annual meeting. However, in the event
that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding years annual meeting, to be timely, notice by a Shareholder must be so delivered not earlier than the 150th
day prior to the date of such annual meeting and not later than the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting
is first made.
Life Storage, Inc. 2020 Proxy Statement
- 67 -
VOTING AND VIRTUAL MEETING INFORMATION
This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors of the
Company for the Annual Meeting to be held virtually over the Internet on Thursday, May 28, 2020 at 9:00 a.m. (E.D.T.), and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. No
physical meeting will be held. This Proxy Statement and form of proxy are first being made available to Shareholders on April 17, 2020.
Shareholders of record may vote by (i) using the toll-free telephone number shown on the proxy card, (ii) voting via the Internet at the
address shown on the proxy card, or (iii) marking, dating, signing and returning the enclosed proxy card. Returning your completed proxy will not prevent you from voting these shares at the Annual Meeting should you wish to do so. The proxy may
be revoked at any time before it is voted by delivering to the Secretary of the Company a written revocation or a duly executed proxy (including a telephone or Internet vote) as of a later date.
If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a legal proxy
from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding
obtaining a legal proxy. Even if you plan to attend the Annual Meeting over the Internet, we recommend that you submit your proxy card or voting instructions, or that you vote your shares by telephone or through the Internet, so that your vote will
be counted if you later decide not to attend the Annual Meeting.
We are providing these materials on behalf of the Board to ask for your vote and
to solicit your proxies for use at the Annual Meeting, or any adjournments or postponements thereof.
We have made these materials available to you
on the Internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a Shareholder as of March 30, 2020, the record date fixed by the Board, and are therefore entitled to receive Notice of the
Annual Meeting and to vote on matters presented at the meeting.
We are pleased to take advantage of the SEC rules that allow us to furnish proxy
materials to you on the Internet. These rules allow us to provide our Shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
Our Annual Report to Shareholders (the 2019 Annual Report) includes a copy of our Annual Report on Form
10-K for the fiscal year ended December 31, 2019, as filed with the SEC on February 25, 2020, excluding exhibits. On or about April 17, 2020, we mailed you a notice containing instructions on
how to access this Proxy Statement and our 2019 Annual Report and vote over the Internet. If you received the notice by mail, you will not receive a printed copy of the proxy materials in the mail. The notice instructs you on how you may submit your
proxy. If you received the notice by mail and would like a printed copy of our proxy materials, you should follow the instructions for requesting those materials in the notice.
Life Storage, Inc. 2020 Proxy Statement
- 68 -
All Shareholders receiving this Proxy Statement should have also received a paper copy or access to an
electronic copy of the 2019 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2019. Shareholders may request a free copy of our 2019 Annual Report on Form 10-K, including financial statements and schedules, by sending a written request to: Life Storage, 6467 Main Street, Williamsville, NY 14221, Attention: Investor Services. Alternatively, Shareholders can access the
2019 Annual Report on Form 10-K and other financial information on Life Storages Investor Relations section of its website at lifestorage.com.
The entire cost of preparing, assembling and mailing the proxy material will be borne by the Company. The Company will reimburse brokerage firms, banks
and other securities custodians for their expenses in forwarding proxy materials to their principals. Solicitations other than by mail may be made by officers or by employees of the Company without additional compensation.
Only Shareholders of record at the close of business on March 30, 2020 are entitled to notice of, to vote at, and to participate in the Annual
Meeting and at all adjournments thereof. At the close of business on March 30, 2020, there were 46,902,030 shares of the Companys common stock (Common Stock) issued and outstanding. Each share of Common Stock has one vote. A
majority of shares entitled to vote at the Annual Meeting will constitute a quorum. If a share is represented for any purpose at the meeting, it is deemed to be present for all other purposes. Abstentions and shares held of record by a broker or its
nominee (Broker Shares) that are voted on any matter are included in determining whether a quorum is present. Broker Shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is
present.
Note to Beneficial Owners
Under the
rules of the New York Stock Exchange (NYSE), brokers or nominees have the authority to vote shares held for a beneficial owner on routine matters, such as the ratification of the selection of the Companys independent
registered public accounting firm, without instructions from the beneficial owner of those shares. The election of directors, the proposal to adopt the Companys 2020 Outside Directors Stock Award Plan, and the non-binding vote on the compensation of the Companys executive officers are considered non-routine matters. As a result, if a broker or nominee does not
receive voting instructions from the beneficial owner of shares held by such broker or nominee, those shares will not be voted and will be considered broker non-votes with respect to those non-routine matters. Therefore, it is very important for beneficial owners holding shares in this manner to provide voting instructions to their broker or other nominee.
|
|
|
|
|
|
|
|
|
|
|
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to be held on May 28, 2020
The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2019 are available at
www.proxyvote.com.
|
|
|
Life Storage, Inc. 2020 Proxy Statement
- 69 -
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of Directors of the Company did not contemplate or expect that any business other than
that pertaining to the subjects referred to in this Proxy Statement would be brought up for action at the meeting, but in the event that other business calling for a Shareholders vote does properly come before the meeting, the Proxies will
vote thereon according to their best judgment in the interest of the Company.
A COPY OF LIFE STORAGE, INC.S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2019 (the 2019 10-K) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO THOSE SHAREHOLDERS WHO WOULD LIKE MORE DETAILED
INFORMATION CONCERNING THE COMPANY. TO OBTAIN A COPY, PLEASE WRITE TO: ANDREW J. GREGOIRE, SECRETARY, LIFE STORAGE, INC., 6467 MAIN STREET, WILLIAMSVILLE, NEW YORK, 14221. THE 2019 10-K IS
ALSO AVAILABLE ON THE COMPANYS WEBSITE (www.lifestorage.com).
By Order of the Board of Directors,
Andrew J. Gregoire
Secretary
April 17,
2020
Life Storage, Inc. 2020 Proxy Statement
- 70 -
Exhibit A
LIFE STORAGE, INC.
2020 OUTSIDE DIRECTORS STOCK
AWARD PLAN
EFFECTIVE MAY**, 2020
SECTION 1.
PURPOSE
1.1 The purpose of
the LIFE STORAGE, INC. 2020 OUTSIDE DIRECTORS STOCK AWARD PLAN (the Plan) is to foster and promote the long-term financial success of the Company and increase stockholder value by enabling the Company to attract and
retain the services of outstanding Outside Directors (as defined herein) whose judgment, interest, and special effort is essential to the successful conduct of the Companys operations. The Plan shall become effective on May
, 2020, upon approval of the Plan by the stockholders of the Company.
SECTION 2.
DEFINITIONS
2.1 Annual Award or Award means a number of shares of Restricted Stock determined by the Board, provided,
however, that any Award granted hereunder prior to approval of the Plan by the stockholders of the Company shall be conditioned upon approval of the Plan by the stockholders of the Company and no Restricted Stock or Deferred Stock Unit may be issued
pursuant to an Award granted hereunder prior to approval of the Plan by the stockholders of the Company.
2.2 Board means the Board of Directors of the Company.
2.3 Code means the Internal Revenue Code of 1986 as amended.
2.4 Company means Life Storage, Inc., a Maryland corporation, and any successor thereto.
2.5 Deferral Account means a book entry account established under the Plan for an Outside Director who has entered
into a Deferred Compensation Agreement. Payment of amounts credited to a Deferral Account shall constitute an unfunded obligation of the Company and the Outside Director will be an unsecured creditor of the Company with respect to that obligation.
An Outside Directors Deferral Account shall have a subaccount for each Service Year with respect to which the director has deferred receipt of some or all of the directors Award for that Service Year. The subaccount shall be credited
with a number of Deferred Stock Units equal to the number of shares of Restricted Stock that the Outside Director elected to defer for that Service Year.
2.6 Deferred Compensation Agreement means a written agreement between an Outside Director and the Company, in such
from as the Board may determine, pursuant to which the director agrees to receive a portion of his or her Annual Award in the form of Deferred Stock Units instead of Restricted Stock in accordance with Section 6. Each Deferred Compensation
Agreement entered into by an Outside Director shall apply only with respect to the Annual Award, if any, made during the next following Service Year.
Life Storage, Inc. 2020 Proxy Statement
- 71 -
Accordingly, the Outside Director may have a separate Deferred Compensation Agreement for each Service Year beginning during the term of the Plan during which the director serves on the Board.
2.7 Deferred Stock Unit means an unfunded right to receive one share of Stock, the terms of which provide for
delivery of the Stock after the date of vesting, at a time or times that give rise to deferred compensation that is subject to the requirements of Code Section 409A. Deferred Stock Units do not have voting rights.
2.8 Disability means total disability, which if the Outside Director were an employee of the Company, would be
treated as a total disability under the terms of the Companys long-term disability plan for employees, as in effect from time to time.
2.9 Distribution Date means the date on which some or all of an Outside Directors Deferral Account is converted
into Stock and cash and distributed in accordance with Section 6.
2.10 Dividend Equivalent means an amount
equal to the dividend payable with respect to a share of Stock to be paid, or accumulated during the vesting period and paid after the vesting period, with respect to each Deferred Stock Unit that has been credited to an Outside Directors
Deferral Account whenever dividends are paid with respect to a share of Stock. If a dividend paid with respect to a share of Stock is in cash or property other than Stock, the Dividend Equivalent shall be paid or accumulated and paid after the
vesting period in cash or property. If a dividend paid with respect to a share of Stock is in Stock, the Dividend Equivalent shall be a similar amount of Deferred Stock Units.
2.11 Outside Director means each person who as of the close of the day on which an Annual Award is granted, is a
director of the Company and who, as of such day, is not otherwise an officer or employee of the Company or any of its subsidiaries.
2.12 Restricted Stock means Stock granted to an Outside Director pursuant to an Annual Award under the Plan.
2.13 Restricted Stock Agreement means a written agreement between an Outside Director and the Company, in such form
as the Board may determine, pursuant to which the director receives a grant of Restricted Stock.
2.14 Service
Year means the calendar year during which the Board determines the amount, if any, of an Annual Award to be made to an Outside Director as remuneration for service on the Board for the one-year term or
such other term as may be determined by the Board beginning on the date of the annual meeting of shareholders in that Service Year.
2.15 Significant Corporate Event means (a) the dissolution or liquidation of the Company, (b) a merger,
reorganization or consolidation of the Company in which the stockholders of the Company prior to such event no longer represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of
the surviving entity) either directly or indirectly more than 50% of the combined voting power of the voting securities of the Company, the surviving entity or parent of the
Life Storage, Inc. 2020 Proxy Statement
- 72 -
surviving entity outstanding immediately after such merger, reorganization or consolidation (c) the sale of all or substantially all of the outstanding Stock or assets of the Company to
another entity.
2.16 Stock means the common stock of the Company, $.01 par value per share.
2.17 Termination Event means an Outside Directors separation from service with the Company (within
the meaning of Code Section 409A) for any reason.
SECTION 3.
ELIGIBILITY AND PARTICIPATION
Each Outside Director
shall participate in the Plan.
SECTION 4.
STOCK
SUBJECT TO PLAN
4.1 Number. The total number of shares of Stock available for Awards may not exceed one hundred
thousand (100,000). Such number is subject to adjustment pursuant to Section 4.3. The shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock not reserved for any other purpose. Each
Deferred Stock Unit credited to an Outside Directors Deferral Account shall be deemed an award of one share of Stock.
4.2 Cancelled or Terminated Awards. Any shares of Restricted Stock granted pursuant to an Annual Award under this
Plan that do not vest shall be automatically cancelled and shall not again be available for Awards under the Plan.
4.3 Adjustment in Capitalization. In the event of any Stock dividend or Stock split, recapitalization (including,
without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares, or other similar corporate change in
which the Company survives the transaction, the aggregate number of shares of Stock available for issuance hereunder shall be appropriately adjusted by the Board or its authorized committee, whose determination shall be conclusive; provided,
however, that any fractional shares resulting from any such adjustment shall be disregarded.
4.4 Deferred Stock
Units. Each Deferred Stock Unit that is credited to an Outside Directors Deferral Account in accordance with a Deferred Compensation Agreement shall be deemed an award of one share of Stock. Accordingly each such Deferred Stock Unit shall
reduce the number of shares of Stock available for Awards regardless of whether the Deferred Stock Unit is forfeited or becomes vested and is converted to a share of Stock.
Life Storage, Inc. 2020 Proxy Statement
- 73 -
SECTION 5.
RESTRICTED STOCK
5.1 Grant of Restricted Stock.
|
(a)
|
Annual Awards. Effective as of the close of each annual meeting of the stockholders of the Company commencing
on or after the date of initial adoption of this Plan, each Outside Director may be granted an Annual Award as determined by the Board in its discretion.
|
|
(b)
|
Restricted Stock Agreement. Each grant of Restricted Stock shall be evidenced by a Restricted Stock Agreement
which shall specify the number of shares of Restricted Stock to which the grant pertains and such other matters, not inconsistent herewith, as the Board deems necessary or appropriate. In the event that an Outside Director has entered into a timely
Deferred Compensation Agreement, the Restricted Stock Agreement shall reflect the total number of shares included in the Award, the number of shares immediately granted as Restricted Stock, and the number of shares deferred as Deferred Stock Units.
|
|
(c)
|
Limitations. All grants of Restricted Stock under the Plan shall be subject to the availability of shares
hereunder.
|
5.2 Vesting of Restricted Stock. Restricted Stock granted pursuant to an Annual Award
under this Plan, and any Deferred Stock Units credited to an Outside Directors Deferral Account in lieu of Restricted Stock, shall vest one year following the date of grant or on such other date as may be determined by the Board in either case
if the Outside Director to whom such grant was made is a member of the Board as of such date; provided, however, that such Restricted Stock and any Deferred Stock Units, shall immediately vest upon any of (i) such Outside Directors death
or Disability while he or she is serving on the Board, or (ii) a Significant Corporate Event.
5.3 Services as an
Employee. Notwithstanding any other provision of the Plan, if an Outside Director becomes an employee of the Company or any of its subsidiaries (a Former Outside Director), the Former Outside Director shall be treated as
continuing in service for purposes of this Plan, but shall not be eligible to receive Annual Awards while an employee or for one full year after he or she ceases to be an employee.
SECTION 6.
DEFERRED COMPENSATION AGREEMENTS
6.1 Eligibility to Enter Into Deferred Compensation Agreement. Each Outside Director shall be eligible to enter into a
separate written Deferred Compensation Agreement with respect to the Annual Award, if any, granted to the director with respect to each Service Year. In order to be effective, a properly completed, signed and dated Deferred Compensation Agreement
must be delivered to the Secretary of the Company on or before the last day of the calendar year preceding the applicable Service Year and shall be irrevocable when delivered.
Life Storage, Inc. 2020 Proxy Statement
- 74 -
6.2 Contents of Deferred Compensation Agreement. A Deferred Compensation
Agreement shall be in such form as may be specified by the Board, shall specify the percentage of the Annual Award that may be made during the next Service Year that will be deferred, and the time and manner of payment of the deferred portion of the
Award, and may designate one or more beneficiaries to receive distribution of the Outside Directors Deferral Account in the event that the Outside Director dies prior to the Distribution Date.
6.3 Effect of a Deferred Compensation Agreement. If an Outside Director enters into a Deferred Compensation Agreement
prior to a Service Year, the deferral percentage stated in the agreement shall be applied to the number of Restricted Shares included in the Annual Award made during the Service Year. If the deferral percentage is less than a whole number of
Restricted Shares, the number of Restricted Shares to be deferred shall be reduced to the next whole number of shares. In lieu of the Outside Director receiving the number of Restricted Shares deferred pursuant to the Deferred Compensation
Agreement, an equal number of Deferred Stock Units shall be credited to a Deferral Account established for the director. The Deferred Stock Units shall be forfeitable for the same period and subject to the same restrictions as would have been
applied to the Restricted Stock the Outside Director deferred to create such Deferred Stock Units.
6.4 Dividend
Equivalents. Dividend Equivalents with respect to Deferred Stock Units shall be treated in a manner analogous to dividends on the Restricted Stock that would have been issued but for the election of Deferred Stock Units. Accordingly, Dividend
Equivalents shall be accumulated and subject to forfeiture while the Restricted Stock is subject to vesting and such Dividend Equivalents shall be paid if and when the Deferred Stock Units become vested. Dividend Equivalents with respect to Deferred
Stock Units that have become vested shall be paid when the related dividend for a share of Stock is paid. To the extent that Dividend Equivalents constitute compensation from employment or compensation from self-employment when paid, the Company
shall withhold any tax required to be withheld.
6.5 Distribution of Deferral Account.
|
(a)
|
Conversion of Deferred Stock Units into Stock. Each Deferred Stock Unit that has ceased to be forfeitable shall
be converted into one share of Stock and the Stock distributed to the Outside Director at such time and in such manner as elected by the director in the relevant Deferred Compensation Agreement.
|
|
(b)
|
When Deferral Account May Be Distributed. An Outside Director may elect to have Deferred Stock Units
attributable to a Deferred Compensation Agreement (1) all converted into Stock and the Stock distributed to the director within 60 days following a Termination Event, (2) all converted into Stock and the Stock distributed to the director
within the first 90 days of the first, second, third, fourth or fifth calendar year following the calendar year in which the Termination Event occurs, or (3) converted into Stock in five 20 percent batches with the first batch converted to
Stock and distributed to the director within 60 days following a Termination Event and the four subsequent batches converted to Stock and distributed within the first 90 days of the first, second, third and fourth calendar years following the
calendar year in which the Termination Event occurs.
|
Life Storage, Inc. 2020 Proxy Statement
- 75 -
|
Notwithstanding the foregoing, the form of Deferred Compensation Agreement determined by the Board for any Service Year may offer more, fewer or different election choices than those set forth in
this Section 6.5(b).
|
|
(c)
|
Death of Director Before Complete Distribution. In the event that an Outside Director dies before complete
distribution of amounts deferred under a Deferred Compensation Agreement, the amount remaining to be distributed after the year in which the director dies shall be distributed to the beneficiary designated in the directors Deferred
Compensation Agreement (or any subsequent beneficiary designation made by the director) or, if there is no beneficiary, to the directors estate at such time as may be provided in the directors Deferred Compensation Agreement or, if no
such time is provided in the directors Deferred Compensation Agreement, as soon as practicable in the calendar year following the calendar year of the directors death.
|
|
(d)
|
Change in Control. In the event of a change in the ownership or effective control of the Company, or a change
in the ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A and the treasury regulations thereunder (a Change in Control), notwithstanding Section 6.5(a), all Deferral Accounts
maintained pursuant to this Section 6, to the extent vested (including Deferral Accounts that become vested because the Change in Control is a Significant Corporate Event) shall be distributed in cash within 60 days following the Change in
Control in amounts reflecting the value of Stock determined in connection with the Change in Control.
|
SECTION 7.
ADMINISTRATION, AMENDMENT AND TERMINATION OF PLAN
|
(a)
|
Administration. The Plan shall be administered by the Board. The Board shall make any determination under or
interpretation of any provision of the Plan, any Restricted Stock Agreement or any Deferred Compensation Agreement. Any action taken by the Board in the administration or interpretation of the Plan shall be final and conclusive. The Board may
delegate any or all of its administrative duties and its authority with respect to the Plan to any committee of the Board or, subject to applicable law and listing regulations, any other person. To the extent that any provision of the Plan refers to
a determination or other action by the Board, it shall be deemed to include a determination or other action by the committee or person to whom the Board has delegated responsibility to take such action.
|
|
(b)
|
Amendment or Termination. The Board may terminate or suspend the Plan, and may amend and make such changes
in and additions to the Plan (and, with the consent of the applicable Outside Director, any outstanding Restricted Stock grant) as it may deem proper and in the best interest of the Company; provided, however, that no such action shall adversely
affect or impair any Restricted Stock theretofore granted under the Plan or Deferred Stock Units credited to a Deferral Account without the consent of the applicable Outside Director; and provided further, however, that no amendment
(i) increasing the maximum number of shares of Stock which may be issued under the Plan, except as provided in Section 4.3, (ii) extending the term of the Plan, (iii) changing the requirements as
|
Life Storage, Inc. 2020 Proxy Statement
- 76 -
|
to eligibility for participation in the Plan, or (iv) otherwise requiring approval of stockholders under the rules and regulations of the stock exchange on which Company Stock is traded or
other applicable law, rule or regulation, shall be adopted without the approval of stockholders.
|
SECTION 8.
MISCELLANEOUS PROVISIONS
8.1 Nontransferability of Awards. An Outside Directors interest in his or her Deferral Accounts may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
8.2 Rights as a Stockholder. During the period in which any shares of Restricted Stock are subject to the vesting
hereunder, the Board or its delegate may, in its discretion and subject to applicable law, grant to the Outside Director to whom shares of Restricted Stock have been granted the right to vote such shares. Dividends payable with respect to shares of
Restricted Stock that have been awarded shall be paid but retained by the Company until such shares have become vested and shall be accumulated and paid to the Outside Director upon vesting of the Restricted Stock. In the event any shares of
Restricted Stock are forfeited, the accumulated dividends shall also be forfeited.
8.3 No Guarantee of
Membership. Nothing in the Plan shall confer upon an Outside Director the right to remain a member of the Board.
8.4 Requirements of Law. The granting and issuance of Restricted Stocks shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental or self-regulatory or other agencies as may be required.
8.5 Term of Plan. The Plan shall continue in effect, unless sooner terminated or suspended pursuant to
Section 7, until May 31, 2025, so long as the total number of shares of Stock granted under the Plan, and all Deferred Stock Units resulting from Awards under the Plan, does not exceed the number of shares of Stock specified in
Section 4.1, subject to adjustment pursuant to Section 4.3. Notwithstanding the foregoing, a Deferral Account established pursuant to a Deferred Compensation Agreement shall remain in effect until distributed in accordance with
Section 6.
8.6 Separability. In case any provision of the Plan shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
8.7 Governing Law. The Plan and all agreements hereunder, shall be construed in accordance with and governed by the laws
of the State of New York.
8.8 Compliance with Code Section 409A.
|
(a)
|
Awards Intended To Be Excluded From Section 409A. Restricted Stock shall be issued in
compliance with Code Section 83 and thereby exempt from Code Section 409A. Any interpretations or administrative actions necessary to implement the Plan shall be made to the extent practicable to preserve such exemptions from Code
Section 409A.
|
Life Storage, Inc. 2020 Proxy Statement
- 77 -
|
(b)
|
Deferred Compensation Agreements. The provisions of the Plan and Deferred Compensation Agreements are intended
to comply with the requirements of Code Section 409A and shall be interpreted and administered in accordance with that intent. If any provision of the Plan or Deferred Compensation Agreement would otherwise conflict with or frustrate this
intent, that provision will be interpreted and deemed amended so as to avoid the conflict to the extent permissible under Department of Treasury guidance. The nature of any such amendment shall be determined by the Board. Notwithstanding the above,
if an Outside Director who qualifies as a specified employee, as defined in treasury regulations promulgated under Code Section 409A, incurs a Termination Event for any reason other than death and becomes entitled to a distribution
under the Plan, then, to the extent required to avoid taxes and penalties under Code Section 409A, no distribution otherwise payable to the director during the first six (6) months after the date of such Termination Event shall be paid to
the director until the date which is one day after the date which is six (6) months after the date of such Termination Event (or, if earlier, the date of the Participants death). Wherever the Plan or a Deferred Compensation Agreement
indicates that payments will be made within a specified time period, the date within such time period that payments will be made will be determined by the Company in its sole discretion.
|
|
(c)
|
Protection of the Company and Others. Notwithstanding the foregoing provisions of this Section 8.8,
neither the Company, nor any officer or employee of the Company, nor any member of the Board or its authorized committee or agents shall have any liability to any Outside Director on account of the state of federal income tax consequences (or
comparable tax imposed by a non-US taxing authority) any Award hereunder or any Deferred Compensation Agreement entered into by such director.
|
Life Storage, Inc. 2020 Proxy Statement
- 78 -
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your
voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/27/2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting
instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/LSI2020 LIFE STORAGE, INC. 6467 MAIN ST You may attend the meeting via the Internet and vote during the meeting. Have the Williamsville, NY 14221 information that is
printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/27/2020. Have your proxy card in hand when
you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for any individual
nominee(s), mark “For All All All Except Except” and write the number(s) of the The Board of Directors recommends you vote FOR nominee(s) on the line below. the following eight director nominees: 0 0 0 1. Election of Directors Nominees
1a. Mark G. Barberio 1b. Joseph V. Saffire 1c. Charles E. Lannon 1d. Stephen R. Rusmisel 1e. Arthur L. Havener, Jr. 1f. Dana Hamilton 1g. Edward J. Pettinella 1h. David L. Rogers The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
For Against Abstain 2 Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 0 0 0 the Company for the fiscal year ending December 31, 2020. 3 Proposal to adopt the Company's 2020 Outside
Directors' Stock Award Plan. 0 0 0 4 Proposal to approve the compensation of the Company's executive officers. 0 0 0 NOTE: In their discretion, the proxies are authorized to vote upon any matters of business which may properly come before the
meeting, or any adjournment(s) thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All
holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000458877_1 R1.0.1.18VOTE BY INTERNET -
www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/27/2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form. During the Meeting - Go to www.virtualshareholdermeeting.com/LSI2020 LIFE STORAGE, INC. 6467 MAIN ST You may attend the meeting via the Internet and vote during the meeting. Have the
Williamsville, NY 14221 information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on
05/27/2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To
withhold authority to vote for any individual nominee(s), mark “For All All All Except Except” and write the number(s) of the The Board of Directors recommends you vote FOR nominee(s) on the line below. the following eight director
nominees: 0 0 0 1. Election of Directors Nominees 1a. Mark G. Barberio 1b. Joseph V. Saffire 1c. Charles E. Lannon 1d. Stephen R. Rusmisel 1e. Arthur L. Havener, Jr. 1f. Dana Hamilton 1g. Edward J. Pettinella 1h. David L. Rogers The Board of
Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2 Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 0 0 0 the Company for the fiscal year ending December 31,
2020. 3 Proposal to adopt the Company's 2020 Outside Directors' Stock Award Plan. 0 0 0 4 Proposal to approve the compensation of the Company's executive officers. 0 0 0 NOTE: In their discretion, the proxies are authorized to vote upon any matters
of business which may properly come before the meeting, or any adjournment(s) thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000458877_1
R1.0.1.18
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com LIFE STORAGE, INC. Annual Meeting of Shareholders May 28, 2020 9:00 AM This proxy is solicited by the Board of Directors Joseph V. Saffire, Andrew
J. Gregoire and Edward F. Killeen, and each of them with full power of substitution, are hereby appointed proxies to vote all shares (unless a lesser number is specified on the other side) of the stock of Life Storage, Inc. that are held of record
by the undersigned on March 30, 2020 at the Annual Meeting of Shareholders of Life Storage, Inc., to be held virtually via a live webcast at www.virtualshareholdermeeting.com/LSI2020, on May 28, 2020 at 9:00 a.m., local time, and any adjournments
thereof, with all powers the undersigned would possess if personally present, for the election of directors, on each of the other matters described in the Proxy Statement and otherwise in their discretion. The shares represented by this Proxy will
be voted as directed by the shareholders. If no direction is given, such shares will be voted for election of all nominees for directors listed in Proposal 1, for Proposal 2, for Proposal 3 and for Proposal 4. Continued and to be signed on reverse
side 0000458877_2 R1.0.1.18Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice & Proxy Statement are available at www.proxyvote.com LIFE STORAGE, INC. Annual Meeting of Shareholders
May 28, 2020 9:00 AM This proxy is solicited by the Board of Directors Joseph V. Saffire, Andrew J. Gregoire and Edward F. Killeen, and each of them with full power of substitution, are hereby appointed proxies to vote all shares (unless a lesser
number is specified on the other side) of the stock of Life Storage, Inc. that are held of record by the undersigned on March 30, 2020 at the Annual Meeting of Shareholders of Life Storage, Inc., to be held virtually via a live webcast at
www.virtualshareholdermeeting.com/LSI2020, on May 28, 2020 at 9:00 a.m., local time, and any adjournments thereof, with all powers the undersigned would possess if personally present, for the election of directors, on each of the other matters
described in the Proxy Statement and otherwise in their discretion. The shares represented by this Proxy will be voted as directed by the shareholders. If no direction is given, such shares will be voted for election of all nominees for directors
listed in Proposal 1, for Proposal 2, for Proposal 3 and for Proposal 4. Continued and to be signed on reverse side 0000458877_2 R1.0.1.18
Life Storage (NYSE:LSI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Life Storage (NYSE:LSI)
Historical Stock Chart
From Apr 2023 to Apr 2024