8-KCorporate ChangesExhibits & Filings

Public Storage 8-K Report, Bylaw Amendment (May 8, 2018)

Filed May 8, 2018For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

Public Storage (PSA) filed an 8-K on May 8, 2018, detailing a significant governance change approved by shareholders at their 2018 Annual Meeting. The primary focus of this filing is the amendment to the company's Declaration of Trust and Bylaws, which now grants shareholders the power to amend the Bylaws concurrently with the Board of Trustees. Previously, only the Board held exclusive authority to amend the Bylaws. This change empowers shareholders by allowing them to directly participate in the amendment process of the company's governing rules, provided they achieve the affirmative vote of a majority of shares entitled to vote. This shift represents an increase in shareholder rights and aligns the company's governance structure with broader corporate governance trends that emphasize stakeholder involvement. Investors should view this as a positive development in terms of corporate accountability and transparency.

Key Highlights

  • 1Shareholder approval at the 2018 Annual Meeting to amend the Declaration of Trust.
  • 2The Declaration of Trust amendment grants shareholders concurrent power with the Board of Trustees to amend the Bylaws.
  • 3Previously, the Board held exclusive authority to amend the Bylaws.
  • 4The Charter Amendment became effective on May 4, 2018, upon filing with the Maryland State Department of Assessments and Taxation.
  • 5The Amended and Restated Bylaws now reflect this shared power to amend.
  • 6Shareholders can alter or repeal Bylaws with at least a majority of all votes entitled to be cast.
  • 7This change enhances shareholder rights and corporate governance.

Frequently Asked Questions

The main change is that Public Storage's shareholders have gained the ability to amend the company's Bylaws, a power previously held exclusively by the Board of Trustees. This change is a result of an amendment to the company's Declaration of Trust and Bylaws.

The Charter Amendment, which enabled this change, became effective on May 4, 2018, upon its filing with the Maryland State Department of Assessments and Taxation.

Shareholders can amend the Bylaws by obtaining the affirmative vote of holders of not less than a majority of the shares entitled to vote on the matter. They can alter or repeal any provision of the Bylaws and adopt new Bylaws with this level of approval.

This change is generally viewed as beneficial for investors as it increases shareholder rights and participation in corporate governance. It provides a mechanism for shareholders to influence the company's operating rules, enhancing accountability and transparency.