Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 2, 2023

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PUBLIC STORAGE

(Exact name of registrant as specified in its charter)

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Maryland	001-33519	95-3551121
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Western Avenue,		91201-2349
Glendale, California
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of Class		Trading Symbol		Name of exchange on which registered
Common Shares, $0.10 par value		PSA		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value		PSAPrF		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value		PSAPrG		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value		PSAPrH		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value		PSAPrI		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value		PSAPrJ		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value		PSAPrK		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value		PSAPrL		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value		PSAPrM		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value		PSAPrN		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value		PSAPrO		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value		PSAPrP		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value		PSAPrQ		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value		PSAPrR		New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value		PSAPrS		New York Stock Exchange
0.875% Senior Notes due 2032		PSA32		New York Stock Exchange
0.500% Senior Notes due 2030		PSA30		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.    ☐

 

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Item 5.07

Submission of Matters to a Vote of Security Holders

On May 2, 2023, Public Storage (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Five proposals were submitted to the Company’s shareholders for a vote at the Annual Meeting.

 

The five proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 22, 2023. The final results for the votes for each proposal are set forth below.

1.

The shareholders elected thirteen trustees to the Board of Trustees to hold office until the 2024 Annual Meeting or until their successors are duly qualified and elected, and the size of the Board of Trustees concurrently was reduced to thirteen. The votes for each nominee were as follows:

Name		Votes For		Votes Against		Abstain		Broker Non-Votes
Ronald L. Havner, Jr.		145,627,367		5,435,568		2,568,013		7,372,840
Tamara Hughes Gustavson		151,470,659		1,882,017		278,272		7,372,840
Leslie S. Heisz		143,212,687		10,142,388		275,873		7,372,840
Shankh S. Mitra		152,146,697		1,151,204		333,047		7,372,840
David J. Neithercut		151,905,295		1,393,115		332,538		7,372,840
Rebecca Owen		152,459,305		842,746		328,897		7,372,840
Kristy M. Pipes		148,590,761		4,710,436		329,751		7,372,840
Avedick B. Poladian		148,543,975		4,803,617		283,356		7,372,840
John Reyes		151,799,827		1,556,009		275,112		7,372,840
Joseph D. Russell, Jr.		152,191,588		1,145,130		294,230		7,372,840
Tariq M. Shaukat		151,954,040		1,397,122		279,786		7,372,840
Ronald P. Spogli		147,990,953		5,357,873		282,122		7,372,840
Paul S. Williams		145,872,795		7,421,146		337,007		7,372,840

2.

The shareholders approved the advisory vote to approve the compensation of named executive officers as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
150,785,791		2,506,867		338,290		7,372,840

3.

The shareholders voted to hold future advisory votes to approve executive compensation annually as follows:

Votes For 1 Year		Votes For 2 Years		Votes for 3 Years		Abstain		Broker Non-Votes
149,449,001		95,918		3,802,692		283,337		7,372,840

After considering the voting results for this proposal, the Company’s Board of Trustees determined to continue to hold the advisory vote on the compensation of the Company’s named executive officers on an annual basis.

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4.

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
152,225,230		8,687,849		90,709		—

5.

The shareholders did not approve the shareholder proposal requesting that the Company’s Board of Trustees issue short- and long-term Scope 1-3 greenhouse gas reduction targets aligned with the Paris Agreement as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
53,062,151		99,813,029		755,768		7,372,840

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PUBLIC STORAGE
	By:	/s/ Nathaniel A. Vitan
		Nathaniel A. Vitan
Date: May 4, 2023		Senior Vice President, Chief Legal Officer & Corporate Secretary

 

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