Summary
Public Storage (PSA) filed an 8-K on May 10, 2010, detailing significant changes to its corporate governance practices following its annual shareholder meeting on May 6, 2010. The most notable amendment is the adoption of a majority voting standard for uncontested trustee elections. This means that in elections where the number of nominees does not exceed the number of open trustee positions, director nominees must now receive more votes "for" than "against" to be elected. This change aims to increase director accountability to shareholders. Furthermore, the company has updated its Corporate Governance Guidelines to implement a resignation policy for incumbent trustees who fail to secure a majority vote in uncontested elections. Such directors must promptly offer their resignation, which the Board will review and publicly announce its decision within 90 days. This report also confirms the election of thirteen trustees and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2010, with strong shareholder support for both proposals.
Key Highlights
- 1Public Storage adopted a majority voting standard for uncontested director elections, requiring nominees to receive more 'for' votes than 'against' votes.
- 2In cases where an incumbent director fails to receive a majority vote in an uncontested election, they must tender their resignation.
- 3The Board of Trustees will review tendered resignations and publicly disclose its decision within 90 days.
- 4The company's annual meeting saw the election of thirteen trustees to the Board.
- 5Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2010.
- 6The amendments to the Bylaws were recommended by the Nominating/Corporate Governance Committee and adopted by the Board of Trustees.