Form: 8-K

Current report filing

February 15, 2024

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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): February 15, 2024
National Storage Affiliates Trust
(Exact name of registrant as specified in its charter)
Maryland
 001-37351
46-5053858
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. 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)
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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 (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
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share NSA Pr B 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. ☐
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ITEM 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  
On February 15, 2024, the Board of Trustees (the “Board”) of National Storage Affiliates Trust (the “Company”) increased the size of the Board from ten trustees to eleven trustees and elected Lisa R. Cohn, 54, to serve as a member of the Board, effective February 15, 2024 (the “Effective Date”). In addition, the Board appointed Ms. Cohn to serve on its compensation, nominating and corporate governance committee beginning on, and subject to, Ms. Cohn’s reelection to the Board at the Company’s 2024 annual shareholder meeting.
As of the Effective Date, the Company entered into an indemnification agreement with Ms. Cohn that is substantially similar to the indemnification agreements the Company has entered into with the other members of the Board. The indemnification agreement provides indemnification to Ms. Cohn to the maximum extent permitted by Maryland law and certain procedures for indemnification, including advancement by us of certain expenses relating to claims brought against these persons under certain circumstances. Other than the indemnification agreement, there is no arrangement or understanding between Ms. Cohn and any other persons pursuant to which Ms. Cohn was elected to serve on the Board or other related party transactions between the Company and Ms. Cohn that would require disclosure under Item 404(a) of Regulation S-K.




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/ David G. Cramer
 David G. Cramer
President and Chief Executive Officer

Date: February 15, 2024