8-KCorporate ChangesExhibits & Filings

Extra Space Storage Inc. 8-K Report, Bylaw Amendment (May 26, 2009)

Filed May 26, 2009For Securities:EXR

Summary

This 8-K filing from Extra Space Storage Inc. (EXR), dated May 26, 2009, reports on amendments approved by the Board of Directors to the Company's bylaws, effective May 20, 2009. The amendments primarily focus on procedural aspects related to stockholder meetings, director nominations, officer roles, and stock issuance. Key changes include allowing for single notice for stockholders at the same address, permitting the postponement or cancellation of meetings via public announcement, and clarifying the role and appointment of inspectors. Notably, the bylaws have been updated to require more extensive disclosures from stockholders making proposals or nominating directors, including details on derivative transactions and material interests. Provisions regarding director reliance and ratification have been brought in line with Maryland law, and bond requirements for the Treasurer and Assistant Treasurer have been eliminated, aligning with current practices. Furthermore, the bylaws now reflect that securities may be issued without physical certificates, consistent with NYSE Direct Registration System rules.

Key Highlights

  • 1Extra Space Storage Inc. (EXR) amended its bylaws on May 20, 2009.
  • 2Amendments streamline stockholder meeting notification processes, allowing for single notices and easier meeting postponement/cancellation.
  • 3Increased disclosure requirements for stockholders making proposals or nominating directors, covering derivative transactions and other interests.
  • 4Bylaws updated to align director reliance and ratification provisions with Maryland law.
  • 5Elimination of bond requirements for Treasurer and Assistant Treasurer, reflecting current company practices.
  • 6Bylaws now permit securities to be issued without physical certificates, in line with NYSE Direct Registration System rules.
  • 7The filing includes the Amended and Restated Bylaws as an exhibit.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail the amendments made to Extra Space Storage Inc.'s bylaws, approved by the Board of Directors and effective May 20, 2009. These amendments cover various corporate governance and procedural matters.

The amendments permit a single notice for stockholders residing at the same address and allow the company to postpone or cancel meetings with a prior public announcement. This aims to streamline communication and meeting logistics.

Stockholders making proposals or nominating directors will face expanded disclosure requirements. This includes providing details on derivative or swap transactions related to the company, other material interests, and agreements with other parties. Nominees for director will also need to complete questionnaires and agree to abide by governance guidelines.

Yes, the amended bylaws clarify that Extra Space Storage Inc. securities may be issued without physical certificates and that stockholders are not entitled to them. This aligns with the NYSE's Direct Registration System, suggesting a move towards electronic record-keeping of shares.