Extra Space Storage Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$EXR
Real Estate Investment Trusts
Real Estate
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))
(Exact Name of Registrant as Specified in Its Charter)
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
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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).
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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 | ||||
The 2025 annual meeting of stockholders of Extra Space Storage Inc. (the “Company”) was held on May 21, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Extra Space Storage Inc. 2015 Incentive Award Plan (the “Amended and Restated 2015 Plan”). The Amended and Restated 2015 Plan was approved by the Company’s Board of Directors (the “Board”) on March 17, 2025, subject to stockholder approval at the Annual Meeting.
The terms and conditions of the Amended and Restated 2015 Plan are described in the section entitled “Item 4. Approval of the Amended and Restated Extra Space Storage Inc. 2015 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2025 (the “2025 Proxy Statement”). The foregoing description of the Amended and Restated 2015 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 2015 Plan, which is included as Appendix B to the 2025 Proxy Statement and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results.
Proposal 1. The election of 10 members of the Company’s board of directors for terms expiring at the 2026 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 | 174,279,181 | 9,035,952 | 91,601 | 10,317,695 | ||||||||||
| 2. Joseph D. Margolis | 179,721,349 | 3,593,155 | 92,230 | 10,317,695 | ||||||||||
| 3. Mark G. Barberio | 179,538,813 | 3,664,388 | 203,533 | 10,317,695 | ||||||||||
| 4. Joseph J. Bonner | 179,710,867 | 3,186,282 | 509,585 | 10,317,695 | ||||||||||
| 5. Gary L. Crittenden | 181,338,916 | 1,976,757 | 91,061 | 10,317,695 | ||||||||||
| 6. Susan Harnett | 180,300,072 | 2,699,429 | 407,233 | 10,317,695 | ||||||||||
| 7. Spencer F. Kirk | 178,132,933 | 5,182,254 | 91,547 | 10,317,695 | ||||||||||
| 8. Diane Olmstead | 176,374,711 | 6,940,759 | 91,264 | 10,317,695 | ||||||||||
| 9. Joseph V. Saffire | 178,683,197 | 4,629,750 | 93,787 | 10,317,695 | ||||||||||
| 10. Julia Vander Ploeg | 181,138,447 | 2,175,485 | 92,802 | 10,317,695 | ||||||||||
Proposal 2. The ratification of the Audit Committee's selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | ||||||||
| 184,525,591 | 9,118,070 | 80,768 | — | ||||||||
Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers, as disclosed in the Company’s proxy statement.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | ||||||||
| 172,470,577 | 10,587,202 | 348,955 | 10,317,695 | ||||||||
Proposal 4. The approval of the Amended and Restated 2015 Plan.
| Votes For | Votes Against | Votes Abstain | Broker Non-Vote | ||||||||
| 175,686,736 | 7,430,073 | 289,925 | 10,317,695 | ||||||||
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, 2025 | By | /s/ P. Scott Stubbs | |||||||||||
| Name: | P. Scott Stubbs | |||||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||||