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))
EXTRA SPACE STORAGE INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
 
Maryland
 
001-32269
 
20-1076777
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
2795 East Cottonwood Parkway, Suite 300
Salt Lake City, Utah 84121
(Address of Principal Executive Offices)
(801) 365-4600
(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))

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
The 2017 annual meeting of stockholders of Extra Space Storage Inc. (the "Company") was held on May 18, 2017. 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 seven members of the Company’s board of directors for terms expiring at the 2018 annual meeting of stockholders and until their successors are duly elected and qualify.
 
Director
 
Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
1. Kenneth M. Woolley
 
100,946,894
 
7,878,473
 
22,343
 
9,263,182
2. Joseph D. Margolis
 
105,986,655
 
2,838,971
 
22,084
 
9,263,182
3. Roger B. Porter
 
85,726,156
 
23,079,663
 
41,891
 
9,263,182
4. Spencer F. Kirk
 
92,188,523
 
16,635,711
 
23,476
 
9,263,182
5. Dennis J. Letham
 
107,271,369
 
1,553,369
 
22,972
 
9,263,182
6. Diane Olmstead
 
86,012,157
 
22,694,891
 
140,662
 
9,263,182
7. K. Fred Skousen
 
85,822,762
 
22,979,733
 
45,215
 
9,263,182
Proposal 2. The ratification of the engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017.
 
Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
115,692,594
 
2,385,477
 
32,821
 
Proposal 3. The approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Company’s proxy statement.
 
Votes For
 
Votes Against
 
Votes Abstain
 
Broker Non-Vote
104,776,273
 
4,013,495
 
57,942
 
9,263,182
Proposal 4. The approval, on an advisory basis, of the frequency of stockholder votes on executive compensation. Based on the results below, the Company has determined that it will hold a stockholder advisory vote on the compensation of the Company's named executive officers every year.

Every Year
 
Every Two Years
 
Every Three Years
 
Votes Abstain
 
Broker Non-Vote
98,860,977
 
28,732
 
9,924,027
 
33,974
 
9,263,182

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.
 
 
 
 
 
 
 
 
 
 
 
 
 
EXTRA SPACE STORAGE INC.
 
 
 
 
Date: May 23, 2017
 
 
 
By:
/s/ Gwyn McNeal
 
 
 
 
 
Name:
 
Gwyn McNeal
 
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer