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
Date of Report (Date of earliest event reported): February 20, 2013
CUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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001-32324 |
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20-1024732 |
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Delaware |
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000-54662 |
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34-1837021 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
460 E. Swedesford Road, Suite 3000
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices)
(610) 293-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2013, our Board of Trustees appointed Christopher P. Marr, currently our President, Chief Operating Officer and Chief Investment Officer, as President and Chief Executive Officer. Mr. Marr will assume this role on January 1, 2014, effective upon the previously announced retirement of Dean Jernigan, our current Chief Executive Officer, on December 31, 2013.
In connection with Mr. Marr’s appointment as President and Chief Executive Officer, our Board of Trustees determined to modify the terms of Mr. Marr’s employment with us, effective January 1, 2014, and to appoint Mr. Marr to our Board effective upon commencement of his new role.
The material modifications to Mr. Marr’s employment terms include: (i) an increase in his base salary to $500,000, (ii) an increase in his target annual incentive compensation opportunity to 100%, (iii) a long-term incentive compensation award target of $750,000 for 2014 and (iv) a one-time $500,000 promotion award in the form of time-vested restricted common shares or unit equivalents that will be scheduled to vest ratably on January 1 of 2015, 2016 and 2017, subject to earlier vesting upon death, disability, termination without cause or resignation for good reason. The modifications will also provide for a severance benefit computed as a multiple of salary and annual bonus (with the multiple being two times in a non-change of control context and three times in a change of control context).
The modifications to Mr. Marr’s employment terms will be memorialized in a written agreement that will be adopted by the Board at a future meeting and disclosed in a future regulatory filing.
Mr. Marr, 48, has served as our President, Chief Operating Officer and Chief Investment Officer since November 2008. Mr. Marr served as our Chief Financial Officer from June 2006 to November 2008. Mr. Marr was Senior Vice President and Chief Financial Officer of Brandywine Realty Trust, a publicly-traded office REIT, from August 2002 to June 2006. Prior to joining Brandywine Realty Trust, Mr. Marr served as Chief Financial Officer of Storage USA, Inc., a publicly-traded self-storage REIT, from 1998 to 2002.
On February 20, 2013, the Company issued a press release regarding the appointment of Mr. Marr as the Company’s President and Chief Executive Officer. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated February 20, 2013 |
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.
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CUBESMART | |
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Date: February 20, 2013 |
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By: |
/s/ Jeffrey P. Foster |
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Name: |
Jeffrey P. Foster |
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Title: |
Senior Vice President, Chief Legal Officer & Secretary |
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CUBESMART, L.P. | |
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By: CubeSmart, its general partner | |
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Date: February 20, 2013 |
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By: |
/s/ Jeffrey P. Foster |
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Name: |
Jeffrey P. Foster |
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Title: |
Senior Vice President, Chief Legal Officer & Secretary |
Exhibit 99.1
CubeSmart Announces Appointment of Christopher P. Marr as CEO, Effective January 1, 2014
WAYNE, PA — (Marketwire) — 2/20/13 — CubeSmart (NYSE: CUBE), a leader in the self-storage industry, today announced that its Board of Trustees has appointed Christopher P. Marr as successor to Dean Jernigan as Chief Executive Officer, effective upon Mr. Jernigan’s previously announced retirement on December 31, 2013.
Mr. Marr, a self-storage industry veteran, has more than 18 years of real estate investment trust (REIT) executive management experience. Mr. Marr currently serves as CubeSmart’s President, Chief Operating Officer, and Chief Investment Officer, in which capacity he has led the successful repositioning of the Company’s property portfolio and has overseen significant advancements across all functions of the Company. Marr joined the Company in 2006 as Chief Financial Officer, after serving as Chief Financial Officer of Brandywine Realty Trust, a publicly-traded office REIT, from 2002 to 2006 and as Chief Financial Officer of Storage USA, Inc., a publicly-traded self-storage REIT, from 1998 to 2002.
William M. Diefenderfer III, Chairman of CubeSmart’s Board of Trustees commented, “The Board recognizes Dean’s tremendous leadership in transforming the Company and building a secure foundation for future growth. We are fortunate to have not one, but two of the self-storage industry’s most experienced executives. Chris is a natural leader and a strategic thinker. He has broad experience in all facets of the self-storage business and a strong public company track record. The Board recognizes that succession is among its top responsibilities and is very confident in a seamless transition.”
“My tenure as CEO has been exceedingly rewarding,” added Dean Jernigan, Chief Executive Officer. “I am proud of our many accomplishments over the past seven years, as we have completely transformed this company’s operational infrastructure, property portfolio, balance sheet, and culture. However, I am most proud of the extraordinary team of people that we have at CubeSmart. I have had the great fortune of working with Chris for nearly 20 years, and I cannot think of a more fully-prepared, capable, and deserving person to lead CubeSmart into its next phase of profitability and growth.”
“We are at an important point in the evolution of the self-storage industry,” said Christopher Marr. “Scale and sophistication provide greater competitive advantages than ever before, and CubeSmart is well-positioned to be a leader in the sector. In the years ahead, we have a clear path to maximize shareholder value through disciplined internal and external growth initiatives. I am excited about the future of our company and am honored by the confidence placed in me to lead us forward.”
About the Company
CubeSmart is a self-administered and self-managed real estate investment trust. CubeSmart owns or manages 515 self-storage facilities across the United States. According to the 2012 Self Storage Almanac, CubeSmart is one of the top four owners and operators of self-storage facilities in the U.S. The Company plans to exceed Customer expectations by adding more personalized services and technology to some of the best storage spaces around. The Company’s self-storage facilities are designed to offer affordable, easily accessible, secure, and in most locations, climate-controlled storage space for residential and commercial customers, as well as boat storage and mini storage. CubeSmart® services include storage customization, logistics services, comprehensive moving services, organizational services, and office amenities.
For more information about business and personal storage or to learn more about the company and find a nearby storage facility, visit www.CubeSmart.com or call CubeSmart toll free at 800-800-1717.
Forward-Looking Statements
Although the Company believes the expectations reflected in any forward-looking statements in this press release are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the
Company’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions “Item 1A. Risk Factors” and “Forward-Looking Statements” in our annual report on Form 10-K and under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in our quarterly reports on Form 10-Q, and described from time to time in the Company’s filings with the SEC. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
Company Contact:
CubeSmart
Daniel Ruble
Vice President, Finance
610-293-5700