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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): April 26, 2017


PUBLIC STORAGE

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-33519

95-3551121

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

701 Western Avenue, Glendale, California

91201-2349

(Address of Principal Executive Offices)

(Zip Code)

(818) 244-8080

(Registrant's telephone number, including area code)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]

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))


 

 

The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 2.02Results of Operations and Financial Condition and Exhibits

On April 26, 2017, Public Storage (“Public Storage” or the “Company”) announced its financial results for the quarter ended March 31, 2017.  The full text of the press release issued in connection with the announcement is included in Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07Submission of Matters to a Vote of Security Holders

Four proposals were submitted to Public Storage shareholders for a vote at the 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) held on April 26, 2017The proposals are described in detail in our proxy statement for the 2017 Annual Meeting filed with the Securities and Exchange Commission on March 17, 2017.   The final results for the votes for each proposal are set forth below:

1.

Our shareholders elected nine trustees to the Board of Trustees (the “Board”) of Public Storage, to hold office until the 2018 Annual Meeting of Shareholders or until their successors are duly qualified and elected.  The votes for each nominee were as follows:



 

 

 

 

 

Name

For

Against

Abstain

Broker Non-Votes

Uncast

Ronald L. Havner, Jr.

137,109,744

9,385,875

4,858,711

7,547,471

375

Tamara Hughes Gustavson

145,723,773

5,547,695

82,862

7,547,471

375

Uri P. Harkham

145,383,286

5,885,885

85,159

7,547,471

375

Leslie S. Heisz

150,369,574

899,557

85,199

7,547,471

375

B. Wayne Hughes, Jr.

145,476,712

5,793,193

84,425

7,547,471

375

Avedick B. Poladian

118,698,622

32,568,518

87,190

7,547,471

375

Gary E. Pruitt

119,291,992

31,976,647

85,691

7,547,471

375

Ronald P. Spogli

120,644,838

30,621,396

88,096

7,547,471

375

Daniel C. Staton

146,788,874

4,480,445

85,011

7,547,471

375



2.

Our shareholders approved the advisory vote on executive compensation.  The votes were as follows:

For

Against

Abstain

Broker Non-Votes

Uncast

142,211,393

8,322,983

819,954

7,547,471

375



3.

Our shareholders voted to hold future advisory votes to approve executive compensation annually, as follows:

For Every 1 Year

For Every 2 Years

For Every 3 Years

Abstain

Broker Non-Votes

 

Uncast

134,813,093

134,471

16,253,264

153,025

7,547,471

852



4.

Our shareholders ratified the appointment of Ernst & Young LLP as Public Storage’s independent registered public accounting firm for the fiscal year ending December 31, 2017.  The votes were as follows:

For

Against

Abstain

Broker Non-Votes

Uncast

157,737,542

1,050,209

114,050

-

375

Item 9.01Financial Statements and Exhibits

(c)Exhibits


 

 

Exhibit 99.1 – Press Release dated April 26, 2017


 

 

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.

4

 



PUBLIC STORAGE



 



By:   /s/ John Reyes                 


Date: April 26, 2017

John Reyes
Chief Financial Officer




 

 

INDEX TO EXHIBITS



 

 



 

 

Exhibit No.

 

Description



 

99.1

 

Public Storage Earnings Press Release dated April 26, 2017.