8-KLeadership ChangesOther EventsExhibits & Filings

Public Storage 8-K Report, Executive Changes (Dec 14, 2020)

Filed December 14, 2020For Securities:PSAPSA-PRPSA-PFPSA-PGPSA-PHPSA-PIPSA-PJPSA-PMPSA-PNPSA-POPSA-PPPSA-PQPSA-PSPSA-PKPSA-PL

Summary

This 8-K filing by Public Storage (PSA) primarily announces a transition in its Board of Trustees. Effective December 31, 2020, three long-standing trustees, Uri P. Harkham, B. Wayne Hughes, Jr., and Daniel C. Staton, will retire. These retirements are amicable and not due to any disagreements concerning the company's operations or practices. To fill the resulting vacancies, the Board has appointed three new independent trustees: Shankh Mitra, David Neithercut, and Paul Williams, effective January 1, 2021. These appointees bring extensive experience from leadership roles in various real estate and corporate entities, including Welltower Inc., Equity Residential, and Cardinal Health, Inc. They are expected to receive compensation consistent with current non-employee trustee arrangements, with further details to be provided in the upcoming proxy statement. The company has also indicated it will enter into standard indemnification agreements with these new trustees.

Key Highlights

  • 1Public Storage is refreshing its Board of Trustees with the retirement of three directors: Uri P. Harkham, B. Wayne Hughes, Jr., and Daniel C. Staton, effective December 31, 2020.
  • 2The company is appointing three new independent trustees: Shankh Mitra, David Neithercut, and Paul Williams, effective January 1, 2021.
  • 3The retirements are described as amicable and not the result of any disputes regarding company matters.
  • 4The new trustees bring significant experience from leadership positions in prominent real estate and healthcare companies.
  • 5Shankh Mitra has served in leadership roles at Welltower Inc. and is on its Board.
  • 6David Neithercut has executive experience at Equity Residential, including as CEO and President.
  • 7Paul Williams is a retired Vice President, Chief Legal Officer from Cardinal Health, Inc. and has board experience with other public companies.
  • 8New trustees will receive compensation in line with existing non-employee trustees, with details to be provided in the 2021 proxy statement.
  • 9The company will enter into standard indemnification agreements with the new trustees.

Frequently Asked Questions

The retiring directors, Uri P. Harkham, B. Wayne Hughes, Jr., and Daniel C. Staton, are retiring from the Board of Trustees effective December 31, 2020. The filing states that these retirements are not due to any disagreements relating to the Company's operations, policies, or practices, suggesting a planned transition.

The three new independent trustees appointed are Shankh Mitra, David Neithercut, and Paul Williams. Shankh Mitra has served in leadership roles, including CEO and Chief Investment Officer, at Welltower Inc. David Neithercut was CEO and President of Equity Residential. Paul Williams is a retired Vice President, Chief Legal Officer from Cardinal Health, Inc. and has board experience with other public companies. All three are considered independent under NYSE and SEC rules.

The new trustees will receive compensation that is consistent with that of the Company's other non-employee trustees. More specific details regarding the compensatory arrangements for non-employee trustees will be included in Public Storage's proxy statement on Schedule 14A for its 2021 annual meeting of shareholders.

The filing explicitly states that there are no arrangements or understandings between the appointees and any other person concerning their appointment, nor are there any transactions in which the appointees have or will have an interest requiring disclosure under Item 404(a) of Regulation S-K.