8-KCorporate ChangesExhibits & Filings

Extra Space Storage Inc. 8-K Report, Bylaw Amendment (Dec 23, 2014)

Filed December 23, 2014For Securities:EXR

Summary

This 8-K filing from Extra Space Storage Inc. (EXR), dated December 23, 2014, reports a significant change in its corporate governance, specifically regarding director elections. The company's Board of Directors has amended the company's Bylaws to adopt a majority voting standard for uncontested director elections, effective for the 2015 annual meeting. This means that director nominees must now receive the affirmative vote of a majority of the total votes cast to be elected. In conjunction with this bylaw change, Extra Space Storage also updated its Corporate Governance Guidelines. These guidelines now stipulate that any incumbent director failing to achieve the required majority vote must submit their resignation. The Board will then review this resignation and make a public decision within 90 days. This move aligns with corporate governance best practices and aims to enhance shareholder accountability.

Key Highlights

  • 1Extra Space Storage Inc. adopted a majority voting standard for director elections in uncontested situations.
  • 2The new voting standard requires a director nominee to receive a majority of votes cast for and against them to be elected.
  • 3This change will be effective for the company's 2015 annual meeting of stockholders.
  • 4An incumbent director failing to receive the required majority vote must submit their resignation to the Board.
  • 5The Board will consider the tendered resignation and publicly disclose its decision within 90 days.
  • 6Plurality voting will still apply in contested director elections.

Frequently Asked Questions

The most significant change is the amendment of Extra Space Storage's Bylaws to implement a majority voting standard for the election of directors in uncontested elections. This means that a director nominee needs a majority of the votes cast to be elected, rather than simply the most votes.

This change gives shareholders more direct influence over director elections. In uncontested elections, shareholders can effectively 'withhold' their vote from a nominee, and if enough shareholders do so to prevent a majority, the director must resign.

If an incumbent director fails to receive the required majority vote in an uncontested election, they are required to submit their resignation to the Board of Directors. The Board will then review the resignation and decide whether to accept it within 90 days.

No, the majority voting standard applies specifically to uncontested elections. Contested director elections, where there are more nominees than open board seats, will continue to use the plurality voting standard.