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 18, 2017
Date of Report (Date of Earliest Event Reported)
LIFE STORAGE, INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 1-13820 | 16-1194043 | ||
(Life Storage, Inc.) | ||||
Delaware | 0-24071 | 16-1481551 | ||
(Life Storage LP) (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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):
☐ | 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)) |
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. | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Shareholders of Life Storage, Inc. (the Company) was held on May 18, 2017. Proxies were solicited pursuant to the Companys proxy statement filed on April 11, 2017 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 March 17, 2017, there were 46,496,065 shares of the Companys common stock issued and outstanding. 43,745,803 shares were represented in person or by proxy at the meeting, or 94% 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.
Proposal 1. The election of six 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.
Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
Robert J. Attea |
39,021,757 | 2,312,218 | 2,411,827 | |||||||||
Kenneth F. Myszka |
39,151,801 | 2,182,174 | 2,411,827 | |||||||||
Charles E. Lannon |
38,662,089 | 2,671,886 | 2,411,827 | |||||||||
Stephen R. Rusmisel |
41,005,574 | 328,401 | 2,411,827 | |||||||||
Arthur L. Havener, Jr. |
41,025,261 | 308,714 | 2,411,827 | |||||||||
Mark G. Barberio |
41,012,894 | 321,081 | 2,411,827 |
Proposal 2. Proposal to amend the Bylaws of the Company. In accordance with the results below, the amendment of the Bylaws of the Company was approved.
Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
41,156,048 |
79,760 | 98,167 | 2,411,827 |
The Amendment to the Bylaws of the Company is filed as Exhibit 3.1 to this Form 8-K.
Proposal 3. 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, 2017. In accordance with the results below, the appointment of Ernst & Young LLP was ratified and approved.
Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
43,078,749 |
644,411 | 22,642 | 0 |
Proposal 4. 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).
Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
39,762,327 |
1,468,777 | 102,871 | 2,411,827 |
Proposal 5. Proposal (on a non-binding basis) on the frequency of holding future votes on the compensation of the Companys executive officers. The results of the vote were as follows:
Every year | Every Two Years | Every Three Years |
Abstention | Broker Non- Votes | ||||
35,289,522 |
51,045 | 5,919,005 | 74,403 | 2,411,827 |
The results of the shareholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of the Companys Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of shareholder votes on the compensation of executives.
Item 9.01. | Financial Statements and Exhibits. |
(d) | The following exhibits are filed herewith: |
Exhibit No. | Description | |
3.1 | Amendment to Bylaws |
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.
LIFE STORAGE, INC. | ||||||||
Date: May 19, 2017 | ||||||||
By | /s/ Andrew J. Gregoire | |||||||
Name: Andrew J. Gregoire | ||||||||
Title: Chief Financial Officer | ||||||||
LIFE STORAGE LP | ||||||||
Date: May 19, 2017 | By: LIFE STORAGE HOLDINGS, INC., as General Partner | |||||||
By | /s/ Andrew J. Gregoire | |||||||
Name: Andrew J. Gregoire | ||||||||
Title: Chief Financial Officer |
EXHIBIT INDEX
3.1 | Amendment to Bylaws |
Exhibit 3.1
AMENDMENT TO
BYLAWS
OF
LIFE STORAGE, INC.
Sections 7.01, 10.01 and 10.02 of the Bylaws of LIFE STORAGE, INC. are hereby deleted in their entirety and replaced with the following:
Section 7.01 INDEMNIFICATION TO THE EXTENT PERMITTED BY LAW. Unless the Board of Directors otherwise determines prospectively in the case of any one or more specified individuals, the Corporation shall indemnify, to the full extent permitted by the MGCL, any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise (an Indemnified Person), including the advancement of expenses under procedures provided under such law; provided, however, that no indemnification shall be provided for expenses relating to any willful or grossly negligent failure to make disclosures required by the next to last sentence of Sections 2.02 hereof as applied to Directors and officers respectively. The rights to indemnification and advance of expenses provided by these Bylaws shall vest immediately upon election of a director or officer. Neither the amendment nor repeal of this Section 7.01, nor the adoption or amendment of any other provision of the charter of the Corporation or these Bylaws inconsistent with this Section 7.01, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
Section 10.01 BY DIRECTORS. The Board of Directors shall have the power, at any annual or regular meeting, or at any special meeting if notice thereof is included in the notice of such special meeting, to alter or repeal any Bylaws of the Corporation and to make new Bylaws.
Section 10.02 BY STOCKHOLDERS. The Stockholders, by affirmative vote of a majority of the shares of common stock of the Corporation entitled to vote thereon, shall have the power, at any annual meeting (subject to the requirements of Section 1.03), or at any special meeting if notice thereof is included in the notice of such special meeting, to alter or repeal any Bylaws of the Corporation and to make new Bylaws.
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
Adopted and effective as of May 18, 2017.