National Storage Affiliates Trust (NYSE:NSA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment and Resignation of Officers
Effective July 1, 2018, the board of trustees of National Storage Affiliates Trust (the "Company") appointed Tamara D. Fischer, 62, as president, in addition to her current position as chief financial officer, treasurer and secretary, Steven B. Treadwell, 48, as chief operating officer, in addition to his current position as executive vice president of the Company and president of National Storage Affiliates Trust Management Company, and Brandon Togashi as senior vice president, in addition to his current position as controller and chief accounting officer (the "Appointments"). In connection with the Appointments, Arlen D. Nordhagen will resign from his position as president effective July 1, 2018, but will remain the Company's chairman and chief executive officer.
The biographical and other information for Ms. Fischer and Mr. Treadwell has been previously reported and is incorporated by reference herein from the heading "Information Regarding our Named Executive Officers" in the Company's definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 14, 2017.
There are no arrangements or understandings with any person to which Ms. Fischer was named president or Mr. Treadwell was named chief operating officer. Neither Ms. Fischer nor Mr. Treadwell have any family relationships with any trustee, executive officer or person nominated or chosen by the Company to become a trustee or executive officer of the Company. Neither Ms. Fischer nor Mr. Treadwell are a party to any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 29, 2018, the board of trustees of the Company approved the Second Amended and Restated Bylaws (the “Bylaws”) effective March 29, 2018, incorporating the amendments described below:
Majority Vote and Trustee Resignation Policy
Effective March 29, 2018, the Company adopted a new majority voting policy. Prior to this amendment, a plurality of all of the votes cast in the election of trustees at an annual meeting of shareholders at which a quorum was present was necessary to elect a trustee. Under majority voting, to be elected as a trustee in an uncontested election, a nominee must receive votes “FOR” his or her election constituting a majority of the total votes cast for and against such nominee at the annual meeting at which a quorum is present. If an incumbent trustee does not receive sufficient “FOR” votes to be re-elected, Maryland law provides that the trustee would continue to serve on the Company’s board of trustees as a “holdover” trustee. Under the Company’s recently amended Corporate Governance Guidelines, he or she must submit his or her resignation to the Company’s board of trustees. The Company’s Compensation, Nominating and Corporate Governance Committee will consider such tendered resignation and recommend to the Company’s board of trustees whether to accept it. The Company’s board of trustees will decide whether to accept any such resignation within 90 days after certification of the election results and will publicly disclose its decision. If the resignation is not accepted, the trustee will continue to serve until the trustee's successor is duly elected and qualifies or until the trustee’s earlier death, resignation, retirement or removal. If a trustee’s offer to resign is accepted by the Company’s board of trustees, or if a nominee for trustee is not elected and the nominee is not an incumbent trustee, then the Company’s board of trustees, in its sole discretion, may fill any resulting vacancy to the Bylaws. In a contested election, trustees shall be elected by a plurality of all the votes cast at a meeting of shareholders duly called and at which a quorum is present.
Bylaw Amendments
Effective March 29, 2018, the Bylaws permit equityholders to alter or repeal any provision of the Bylaws and to adopt new Bylaws if approved by a Majority Common Share (and Equivalent) Holder Approval (as defined in Exhibit 3.1 to this Current Report on Form 8-K). Prior to this amendment, the authority to amend the Company’s bylaws had been vested exclusively with the Company’s board of trustees. Now, approval of amendments to the Bylaws requires the affirmative vote of both (a) holders of a majority of the Company's common shares of beneficial interest (the "Common Shares") outstanding as of the Determination Date (as defined in Exhibit 3.1 to this Current Report on Form 8-K) and (b) holders of Common Shares and limited partners (other than the Company) of NSA OP, LP (the "Operating Partnership") representing a majority of the number of Common Shares outstanding as of the Determination Date together with the number of additional Common Shares that would be issuable if (1) all Class A common units of limited partner interest in the Operating Partnership ("Class A OP Units") outstanding as of the Determination Date were exchanged on a one-for-one basis, subject to adjustments as provided in the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended, the "Partnership Agreement"), for Common Shares and (2) the Class A OP Units which would be outstanding if each series of Class B common units of limited partner interest in the Operating Partnership (or other similar class or series of OP units created from time to time) outstanding as of the Determination Date (whether or not then convertible) were converted into Class A OP Units using the conversion ratio for each such class or series in effect as of the last day of the most recent fiscal year determined to the terms of the Partnership Agreement and as approved by the Company's board of trustees, were exchanged on a one-for-one basis, subject to adjustments as provided in the Partnership Agreement, for Common Shares.
The summary description of the amendments to the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
National Storage Affiliates Trust ExhibitEX-3.01 2 ex31secondamendedandrestat.htm EXHIBIT 3.01 Exhibit Exhibit 3.1NATIONAL STORAGE AFFILIATES TRUSTSECOND AMENDED AND RESTATED BYLAWS ARTICLE IOFFICESSection 1. PRINCIPAL OFFICE. The principal office of the Trust in the State of Maryland shall be located at such place as the Board of Trustees may designate.Section 2. ADDITIONAL OFFICES. The Trust may have additional offices,…To view the full exhibit click here
About National Storage Affiliates Trust (NYSE:NSA)
National Storage Affiliates Trust is an integrated, self-administered and self-managed real estate investment trust. The Company is focused on the ownership, operation and acquisition of self-storage properties located within various metropolitan statistical areas (MSAs) across the United States. The Company’s segment consists of investments in self-storage properties located in the United States. The Company’s operating partnership subsidiary is NSA OP, LP. The Company holds interests in a geographically diversified portfolio of approximately 280 self-storage properties, located in over 20 states, comprising approximately 15.8 million rentable square feet, configured in over 123,000 storage units. It has approximately six participating regional operators (PROs), including SecurCare Self Storage, Inc.; Kevin Howard Real Estate Inc.; Optivest Properties LLC; Guardian Storage Centers LLC; Move It Self Storage, and Arizona Mini Storage Management Company.
