Form: 8-K

Current report filing

May 26, 2020

0001618563false00016185632020-05-192020-05-190001618563exch:XNYSus-gaap:CommonClassAMember2020-05-192020-05-190001618563us-gaap:CommonClassAMember2020-05-192020-05-190001618563exch:XNYSus-gaap:SeriesAPreferredStockMember2020-05-192020-05-19


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): May 19, 2020
National Storage Affiliates Trust
(Exact name of registrant as specified in its charter)
Maryland 001-37351 46-5053858
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
(Address of principal executive offices)
(720) 630-2600
(Registrant's 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 registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications 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 each class Trading Symbols Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share NSA New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share NSA Pr A 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 provided pursuant to Section 13(a) of the Exchange Act. ☐
—————————


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2020 annual meeting of shareholders (the “Annual Meeting”) of National Storage Affiliates Trust (the “Company”) was held on May 19, 2020, at which 60,310,530 of the Company's 68,027,212 common shares of beneficial interest, par value $0.01 per share (the "Shares"), issued and outstanding as of the record date, March 31, 2020, were represented in person via the live webcast or by proxy representing approximately 88.66% of the issued and outstanding Shares of the Company entitled to vote.

(b) At the Annual Meeting, the Company’s shareholders (1) elected the ten trustees below to serve on the Company’s board of trustees until the Company’s 2021 annual meeting of shareholders and until their respective successors are duly elected and qualify, (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and (3) approved, on an advisory basis, the compensation of the Company's named executive officers. The proposals are described in detail in the Company’s 2020 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each trustee were as follows:

Name Votes For Votes Against Abstain Broker Non-Votes
Arlen D. Nordhagen 55,993,105 649,013 12,821 3,655,591
George L. Chapman 54,165,460 2,464,912 24,567 3,655,591
Tamara D. Fischer 56,317,428 322,825 14,686 3,655,591
Paul W. Hylbert, Jr. 54,631,733 1,997,935 25,271 3,655,591
Chad L. Meisinger 54,636,329 1,994,212 24,398 3,655,591
Steven G. Osgood 56,415,549 215,606 23,784 3,655,591
Dominic M. Palazzo 56,414,336 214,581 26,022 3,655,591
Rebecca L. Steinfort 55,957,290 343,766 353,883 3,655,591
Mark Van Mourick 53,430,003 3,204,339 20,597 3,655,591
J. Timothy Warren 51,858,443 4,782,348 14,148 3,655,591

(ii) The voting results with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 were as follows:

Votes For Votes Against Abstain
60,213,852 90,491 6,187

(iii) The voting results with respect to a non-binding advisory vote on executive compensation of the Company's named executive officers were as follows:

Votes For Votes Against Abstain Broker Non-Votes
55,872,714 699,043 83,182 3,655,591

-1-

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.

NATIONAL STORAGE AFFILIATES TRUST
By: /s/ TAMARA D. FISCHER
Tamara D. Fischer
President and Chief Executive Officer

Date: May 26, 2020



-2-