Adds Two New Independent Trustees in
Cooperation with Elliott Management
Establishes New Long-Term Planning Committee
Focused on Strategy and Growth
Public Storage (NYSE:PSA) (the “Company”) today announced that
it has appointed Michelle (“Meka”) Millstone-Shroff and Rebecca
Owen to its Board of Trustees (the “Board”) and has named David
Neithercut as Lead Independent Trustee. In addition, Public Storage
announced the establishment of an advisory Long-Term Planning
Committee (the “Committee”) of its Board of Trustees focused on
Public Storage’s long-term planning, strategy, growth, capital
allocation priorities and capital structure management.
- Ms. Millstone-Shroff formerly served as the Chief Customer
Experience Officer at Bed Bath & Beyond and President and Chief
Operating Officer for buybuy BABY.
- Ms. Owen most recently served in various roles at Clark
Enterprises, Inc. (“Clark Enterprises”) and its affiliated
companies, including as Senior Vice President, Chief Legal Officer,
and Chief Investment Officer.
These actions follow substantive engagement with the Company’s
shareholders, including funds advised by Elliott Investment
Management, L.P. (“Elliott”). In connection with today’s
announcements, Public Storage and Elliott have also entered into a
Cooperation Agreement, Elliott has withdrawn its nominees to the
Board and related nomination and cumulative voting notices and will
be supporting the Board’s Trustee nominees at Public Storage’s
upcoming Annual Meeting of Shareholders. Public Storage and Elliott
have also entered into an information sharing agreement to
facilitate continued dialogue in preparation for the Company’s
previously announced Investor Day that will be held on May 3,
2021.
In connection with today’s Trustee appointments, lead
independent trustee Gary E. Pruitt has retired from the Board.
With respect to the new Long-Term Planning Committee, Joe
Russell, President and Chief Executive Officer of Public Storage,
will chair the Committee, which will initially comprise: Leslie
Heisz, Michelle Millstone-Shroff, Shankh Mitra, David Neithercut,
Rebecca Owen, and Joe Russell.
The appointments of Ms. Millstone-Shroff and Ms. Owen as
independent Trustees will advance the Company’s Board refreshment
efforts and further foster a diverse Board with a combination of
skills, experience, and personal qualities that will best serve the
Company’s shareholders. The Board also considered Elliott’s input
regarding the benefits of Board enhancements and skillsets of
potential nominees in its appointment of highly qualified
independent Trustees Shankh Mitra, David Neithercut, and Paul
Williams in December 2020.
“We welcome Meka and Becky to the Board and look forward to
working with them as we take action to drive long-term value
creation,” said Ronald L. Havner, Jr., Chairman of the Board.
“Today’s actions will accelerate our company’s ongoing,
comprehensive process to refresh the Board and further improve
corporate governance. We are pleased to have collaborated with
Elliott and other shareholders in connection with these actions. We
also expect the new Committee to build on the progress Joe and his
team have made since he took on the CEO role to reinvest in the
Company’s existing portfolio, implement new technology to enhance
customer experience, drive organic growth, accelerate external
growth, and expand third party management.”
“At Public Storage, we value the views of our shareholders, and
welcome their input toward our common goal of enhancing long-term
value,” said Mr. Russell. “The Company has strategic priorities
focused on growth and is executing a clear strategy to drive
sustainable value creation. We are reinvesting in our existing
portfolio and delivering innovations to improve the customer
experience and reduce costs. We are well-positioned to capitalize
on our growth opportunities, and the Board and management team will
continue to work together to deliver enhanced shareholder
value.”
“Public Storage has the best platform in the self-storage
industry, and we share the Board and management team’s conviction
in the Company’s ability to capitalize on its leading franchise,”
said Johannes Weber, Portfolio Manager at Elliott. “We believe the
changes announced today will position the Company for significant
growth and are pleased to have helped the Company identify
corporate governance improvements and to have worked constructively
with the Board and management to reach this result. We look forward
to the Company’s Investor Day and its strategy to drive sustainable
value creation.”
“On behalf of the Board, I would like to thank Gary for his many
contributions to Public Storage throughout his tenure,” continued
Mr. Havner. “We appreciate his leadership and wish him the very
best in his future endeavors.”
Goldman Sachs & Co. LLC is acting as financial advisor to
Public Storage, and Wachtell, Lipton, Rosen & Katz is acting as
legal counsel.
Michelle Millstone-Shroff
Michelle Millstone-Shroff, age 45, has served as an independent
advisor to various businesses since November 2018, and has served
as a Senior Advisor to a top-tier global management consulting firm
since April 2019.
Ms. Millstone-Shroff previously served as the Chief Customer
Experience Officer of Bed Bath & Beyond Inc. (NASDAQ: BBBY)
(“Bed Bath & Beyond”), a chain of domestic merchandise retail
stores, and as the President & Chief Operating Officer of
buybuy BABY (“BABY”), a subsidiary of Bed Bath & Beyond and the
nation’s leading retailer of items for infants and toddlers. She
also served as the Chief Operating Officer of BABY. Prior to Bed
Bath & Beyond, Ms. Millstone-Shroff worked at McKinsey &
Company, with a focus on retail- and consumer-oriented
companies.
Ms. Millstone-Shroff has served on the boards of directors of
Neiman Marcus Group Inc. (NYSE: NMG.A) since September 2020, Nanit,
a private technology company, since December 2019, and Party City
Holdco Inc. (NYSE: PRTY) since February 2019.
Ms. Millstone-Shroff holds a Masters of Business Administration
from Harvard Business School, a Bachelor of Science in Strategic
Management from The Wharton School at University of Pennsylvania,
and a Bachelor of Arts in Psychology from University of
Pennsylvania.
Rebecca L. Owen
Rebecca L. Owen, age 58, has served as chair of the board of
directors of Battery Reef, LLC, a commercial real estate investment
and management company, since she founded the company in January
2019.
Previously, Ms. Owen served in various roles at Clark
Enterprises, Inc. (“Clark Enterprises”), a private investment firm,
and its affiliated companies, including as Senior Vice President
and as Chief Legal Officer of Clark Enterprises, Chief Investment
Officer of CEI Realty, Inc., and President of CEI Realty, Inc.
Prior to her work with Clark Enterprises and its affiliates, Ms.
Owen practiced as a Commercial Real Estate and Corporate attorney
at law firms Sheehey Furlong & Behm and Pillsbury Winthrop Shaw
Pittman LLP (f/k/a Shaw Pittman Potts and Trowbridge). Ms. Owen has
served on the board of directors of Carr Properties, a private real
estate investment trust, since 2013, and on the Real Estate
Investment Advisory Committee of ASB Capital Management, LLC, an
institutional real estate investment firm, since January 2017.
Previously, Ms. Owen served on the boards of directors of
WillScot Corp. (NASDAQ: WSC), Jernigan Capital, Inc. (NYSE: JCAP),
and Columbia Equity Trust, Inc. (formerly NYSE: COE). Owen has also
served on the boards of directors of the Boys and Girls Club of
Greater Washington, from 2006 to 2020, and Horizons National
Student Enrichment Program Inc., since January 2017. Ms. Owen
received a Juris Doctorate from University of Chicago Law School
and Bachelor of Arts in Economics from Hamilton College.
Company Information
Public Storage, a member of the S&P 500 and FT Global 500,
is a REIT that primarily acquires, develops, owns and operates
self-storage facilities. At September 30, 2020, we had: (i)
interests in 2,504 self-storage facilities located in 38 states
with approximately 171 million net rentable square feet in the
United States, (ii) an approximate 35% common equity interest in
Shurgard Self Storage SA (Euronext Brussels:SHUR) which owned 239
self-storage facilities located in seven Western European nations
with approximately 13 million net rentable square feet operated
under the “Shurgard” brand and (iii) an approximate 42% common
equity interest in PS Business Parks, Inc. (NYSE:PSB) which owned
and operated approximately 28 million rentable square feet of
commercial space at September 30, 2020. Our headquarters are
located in Glendale, California.
Additional information about Public Storage is available on the
Company’s website at PublicStorage.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements in this press release, other than statements
of historical fact, are forward-looking statements which may be
identified by the use of the words “expects,” “believes,”
“anticipates,” “should,” “estimates” and similar expressions. These
forward-looking statements involve known and unknown risks and
uncertainties, which may cause our actual results and performance
to be materially different from those expressed or implied in the
forward-looking statements. Factors and risks that may impact
future results and performance include, but are not limited to,
those described in Part 1, Item 1A, “Risk Factors” in our most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the “SEC”) on February 25, 2020 and in our
other filings with the SEC including: general risks associated with
the ownership and operation of real estate, including changes in
demand, risk related to development, expansion and acquisition of
self-storage facilities, potential liability for environmental
contamination, natural disasters and adverse changes in laws and
regulations governing property tax, real estate and zoning; risks
associated with downturns in the national and local economies in
the markets in which we operate, including risks related to current
economic conditions and the economic health of our customers; risks
associated with the COVID Pandemic or similar events, including but
not limited to illness or death of our employees or customers,
negative impacts to the economic environment and to self-storage
customers which could reduce the demand for self-storage or reduce
our ability to collect rent, and/or potential regulatory actions to
(i) close our facilities if we were determined not to be an
“essential business” or for other reasons, (ii) limit our ability
to increase rent or otherwise limit the rent we can charge or (iii)
limit our ability to collect rent or evict delinquent tenants; risk
that even after the initial restrictions due to the COVID Pandemic
ease, they could be reinstituted in case of future waves of
infection or if additional pandemics occur; risk that we could
experience a change in the move-out patterns of our long-term
customers due to economic uncertainty and the significant increase
in unemployment in the last 30 days. This could lead to lower
occupancies and rent “roll down” as long-term customers are
replaced with new customers at lower rates. We observed such a
trend during the recessionary circumstances of 2009; however, to
date we have not seen any material change in the move-out patterns
of long-term customers; risk of negative impacts on the cost and
availability of debt and equity capital as a result of the COVID
Pandemic, which could have a material impact upon our capital and
growth plans; the impact of competition from new and existing
self-storage and commercial facilities and other storage
alternatives; the risk that our existing self-storage facilities
may be at a disadvantage in competing with newly developed
facilities with more visual and customer appeal; risk related to
increased reliance on Google as a customer acquisition channel;
difficulties in our ability to successfully evaluate, finance,
integrate into our existing operations and manage properties that
we acquire directly or through the acquisition of entities that own
and operate self-storage facilities; risks associated with
international operations including, but not limited to, unfavorable
foreign currency rate fluctuations, changes in tax laws and local
and global economic uncertainty that could adversely affect our
earnings and cash flows; risks related to our participation in
joint ventures; the impact of the legal and regulatory environment,
as well as national, state and local laws and regulations
including, without limitation, those governing environmental
issues, taxes, our tenant reinsurance business, and labor,
including risks related to the impact of new laws and regulations;
risks of increased tax expense associated either with a possible
failure by us to qualify as a REIT, or with challenges to the
determination of taxable income for our taxable REIT subsidiaries;
risks due to a November 2020 California ballot initiative (or other
equivalent actions) that could remove the protections of
Proposition 13 with respect to our real estate and result in
substantial increases in our assessed values and property tax bills
in California; changes in United States federal or state tax laws
related to the taxation of REITs and other corporations; security
breaches or a failure of our networks, systems or technology could
adversely impact our operations or our business, customer and
employee relationships or result in fraudulent payments; risks
associated with the self-insurance of certain business risks,
including property and casualty insurance, employee health
insurance and workers compensation liabilities; difficulties in
raising capital at a reasonable cost; delays and cost overruns on
our projects to develop new facilities or expand our existing
facilities; ongoing litigation and other legal and regulatory
actions which may divert management’s time and attention, require
us to pay damages and expenses or restrict the operation of our
business; and economic uncertainty due to the impact of war or
terrorism. These forward-looking statements speak only as of the
date of this press release. All of our forward-looking statements,
including those in this press release, are qualified in their
entirety by this statement. We expressly disclaim any obligation to
update publicly or otherwise revise any forward-looking statements,
whether because of new information, new estimates, or other
factors, events or circumstances after the date of these
forward-looking statements, except when expressly required by law.
Given these risks and uncertainties, you should not rely on any
forward-looking statements in this press release, or which
management may make orally or in writing from time to time, neither
as predictions of future events nor guarantees of future
performance.
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Ryan Burke (818) 244-8080, Ext. 1141
Public Storage (NYSE:PSA)
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