Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Amendment and Restatement of Declaration of Trust
OnApril 26, 2021 ,Public Storage (the "Company") held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). As discussed in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved an amendment (the "Charter Amendment") to the Company's Declaration of Trust ("Charter") to eliminate cumulative voting in trustee elections. Accordingly, Section 8.2(b) of the Charter has been amended and restated to eliminate cumulative voting in trustee elections.
The Charter Amendment became effective upon the filing of the Charter Amendment
with the
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Amendment to Amended and Restated Bylaws
As a result of the approval by the Company's shareholders of the Charter
Amendment, the Company's
The foregoing description of the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Five proposals were submitted to the Company shareholders for a vote at the
Annual Meeting held on
The five proposals are described in detail in the Company's proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onMarch 16, 2021 . The final results for the votes for each proposal are set forth below.
1. The shareholders elected fourteen trustees to the
hold office until the 2022 Annual Meeting or until their successors are
duly qualified and elected. The votes for each nominee were as follows: Name Votes For Votes Against Abstain Broker Non-Votes Ronald L. Havner, Jr. 131,412,548 15,445,588 3,173,502 7,729,154 Tamara Hughes Gustavson 148,110,150 1,152,297 769,191 7,729,154 Leslie S. Heisz 148,808,158 1,021,687 201,793 7,729,154 Michelle Millstone-Shroff 149,321,446 502,667 207,525 7,729,154 Shankh S. Mitra 149,214,138 609,093 208,407 7,729,154 David J. Neithercut 148,880,671 943,604 207,363 7,729,154 Rebecca Owen 149,375,355 452,768 203,515 7,729,154 Kristy M. Pipes 148,210,457 1,618,239 202,942 7,729,154 Avedick B. Poladian 143,847,600 5,976,533 207,505 7,729,154
-------------------------------------------------------------------------------- John Reyes 148,409,295 1,041,971 580,372 7,729,154 Joseph D. Russell, Jr. 148,787,409 1,037,725 206,504 7,729,154 Tariq M. Shaukat 149,277,772 547,241 206,625 7,729,154 Ronald P. Spogli 147,601,128 2,224,450 206,060 7,729,154 Paul S. Williams 145,022,589 4,801,529 207,520 7,729,154
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 145,271,470 4,500,511 259,657 7,729,154 3. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021 as follows: Votes For Votes Against Abstain Broker Non-Votes 147,982,921 9,690,119 87,752 7,729,154
4. The shareholders approved the 2021 Equity and Performance-Based Incentive
Compensation Plan as follows: Votes For Votes Against Abstain Broker Non-Votes 146,398,529 3,387,485 245,624 7,729,154
5. The shareholders approved the amendment to the Charter to eliminate
cumulative voting as follows: Votes For Votes Against Abstain Broker Non-Votes 142,813,695 7,063,009 154,934 7,729,154
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. 3.1 Articles of Amendment of Declaration ofTrust of Public Storage , filed with theMaryland State Department of Assessments and Taxation onApril 28, 2021 3.2 Amended and Restated Bylaws ofPublic Storage , datedApril 28, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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