SEC Form 8-K filed by Public Storage

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): July 25, 2024

Public Storage

(Exact Name of Registrant as Specified in its Charter)

(818) 244-8080

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On July 25, 2024, the Board of Trustees (the “Board”) of Public Storage (the “Company”) increased the size of the Board to twelve trustees and, in connection with such increase, appointed Maria R. Hawthorne to the Board, effective immediately, with an initial term expiring at the 2025 annual meeting of shareholders. The Board also appointed Ms. Hawthorne to serve as a member of the Audit Committee.

The Board has affirmatively determined that Ms. Hawthorne is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the Securities Exchange Act of 1934, as amended (the “applicable rules”). The Board has also affirmatively determined that Ms. Hawthorne meets the heightened independence requirements for audit committee members and qualifies as “financially literate” and an “audit committee financial expert” under the applicable rules.

Ms. Hawthorne was granted an initial equity award of 9,806 AO LTIP Units, calculated as the number of AO LTIP Units equal in value to $540,000 as determined based on a Black-Scholes valuation on the grant date. She will receive compensation consistent with that received by the Company’s other non-employee trustees. A description of the compensatory arrangements for non-employee trustees is included in the Company’s proxy statement on Schedule 14A for the 2024 annual meeting of shareholders, which was filed with the U.S. Securities and Exchange Commission on March 25, 2024.

In connection with this appointment, the Company will enter into an indemnification agreement with Ms. Hawthorne similar to the indemnification agreement entered into with all other members of the Board, the form of which is filed as Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2016.

There are no arrangements or understandings between Ms. Hawthorne and any other person pursuant to which Ms. Hawthorne was appointed as a trustee. There are no transactions in which Ms. Hawthorne has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act at this time.

A copy of the press release announcing Ms. Hawthorne’s appointment is attached as Exhibit 99.1 and incorporated herein by reference.

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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.

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