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): October 23, 2020
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) |
(IRS. 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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Class |
Trading Symbol |
Name of exchange on which registered |
||
| Common Shares, $0.10 par value | PSA | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.400% Cum Pref Share, Series B, $0.01 par value | PSAPrB | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.125% Cum Pref Share, Series C, $0.01 par value | PSAPrC | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.950% Cum Pref Share, Series D, $0.01 par value | PSAPrD | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.900% Cum Pref Share, Series E, $0.01 par value | PSAPrE | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value | PSAPrF | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value | PSAPrG | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value | PSAPrH | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value | PSAPrI | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value | PSAPrJ | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value | PSAPrK | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value | PSAPrL | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value | PSAPrM | New York Stock Exchange | ||
| Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value | PSAPrN | New York Stock Exchange | ||
| 0.875% Senior Notes due 2032 | PSA32 | 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 12-2 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 pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 23, 2020, the Board of Trustees (the “Board”) of Public Storage (the “Company”) increased the size of the Board to thirteen trustees and, in connection with such increase, appointed Kristy M. Pipes to serve as an independent trustee of the Company effective October 26, 2020. The Board also appointed Ms. Pipes to serve on the Audit Committee.
Ms. Pipes, 61, brings to the Board extensive financial analysis and operational expertise as well as deep management and leadership experience. From September 1999 to April 2019, Ms. Pipes served in various finance roles at Deloitte Consulting, a management consultancy firm, including as Managing Director and Chief Financial Officer. Ms. Pipes has been a director of PS Business Parks, Inc. since July 2019.
Ms. Pipes will receive compensation consistent with that received by the Company’s other non-employee trustees.
In connection with this appointment, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Ms. Pipes similar to the indemnification agreement entered into with all other members of the Board. The Indemnification Agreement provides for the indemnification by the Company for certain liabilities and expenses incurred as a result of actions brought, or threatened to be brought, against Ms. Pipes in connection with her status or service as a member of the Board and for the Company to advance her expenses incurred as a result of any proceeding for which he may be entitled to indemnification. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement filed as Exhibit 10.16 to the Company’s Form 10-K, which was filed with the Securities and Exchange Commission on February 25, 2020.
There are no arrangements or understandings between the appointees and any person pursuant to which either appointee was appointed as a trustee. There are no transactions in which Ms. Pipes had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended
On October 28, 2020, the Company issued a press release announcing the appointment of Ms. Pipes to the Board. A copy of this press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Financial Statements and Exhibits |
|
| 99.1 | Press Release dated October 28, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| PUBLIC STORAGE | ||||||
| By: |
/s/ Nathaniel A. Vitan |
|||||
| Date: October 28, 2020 |
Nathaniel A. Vitan
Senior Vice President, Chief Legal Officer &
|
|||||
Exhibit 99.1
News Release
Public Storage
701 Western Avenue
Glendale, CA 91201-2349
PublicStorage.com
| For Release: | Immediately | |||
| Date: | October 28, 2020 | |||
| Contact: |
Ryan Burke (818) 244-8080 |
Public Storage Announces the Appointment of a New Trustee
GLENDALE, California–Public Storage (NYSE:PSA) announced today that its Board of Trustees has appointed Kristy M. Pipes to the Board of Trustees effective October 26, 2020.
Ms. Pipes previously served as Managing Director and Chief Financial Officer of Deloitte Consulting, a management consultancy firm with operations in the United States, India, Germany, and Mexico, where she managed the finance function. Ms. Pipes held various leadership positions, including serving on the firm’s Management Committee and Consulting Operations Committee. Prior to joining Deloitte in 1999, Ms. Pipes was Vice President and Manager, Finance Division, at Transamerica Life Companies and Senior Vice President and Chief of Staff for the President and Chief Executive Officer (among other senior management positions) at First Interstate Bank of California. Ms. Pipes also serves as a director of PS Business Parks, Inc.
“Ms. Pipes brings extensive financial analysis and operational expertise as well as deep management and leadership experience. She will be an excellent addition to the Public Storage Board,” said Ronald L. Havner, Jr., Chairman of the Board of Public Storage.
Company Information
Public Storage, a member of the S&P 500 and FT Global 500, is a REIT that primarily acquires, develops, owns and operates self-storage facilities. At June 30, 2020, we had: (i) interests in 2,500 self-storage facilities located in 38 states with approximately 171 million net rentable square feet in the United States, (ii) an approximate 35% common equity interest in Shurgard Self Storage SA (Euronext Brussels:SHUR) which owned 238 self-storage facilities located in seven Western European nations with approximately 13 million net rentable square feet operated under the “Shurgard” brand and (iii) an approximate 42% common equity interest in PS Business Parks, Inc. (NYSE:PSB) which owned and operated approximately 27.5 million rentable square feet of commercial space at June 30, 2020. Our headquarters are located in Glendale, California.
Additional information about Public Storage is available on the Company’s website at PublicStorage.com.
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