Current Report Filing (8-k)
March 01 2018 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2018
PUBLIC STORAGE
(Exact
name of registrant as specified in its charter)
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Maryland
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001-33519
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95-3551121
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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701 Western Avenue,
Glendale, California
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91201-2349
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(Address of principal executive offices)
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(Zip Code)
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(818)
244-8080
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 27, 2018, the Board of Trustees (the Board) of Public Storage (the Company) approved an
amendment and restatement of the Companys Bylaws (the Bylaws), to implement proxy access by adding a new Article III, Section 17 to the Companys Bylaws. The Bylaws also reflect certain technical, conforming and
clarifying changes made to several other sections of the previous bylaws of the Company.
The Bylaws will permit qualifying shareholders,
or a qualifying group of no more than 20 shareholders, that have continuously owned at least 3% of the Companys outstanding common shares throughout at least a three-year period, to include in the Companys proxy materials a number of
trustee nominees up to the greater of two trustees or 20% of the number of trustees serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws and subject to the terms and conditions
therein. Proxy access candidates may be nominated pursuant to the Bylaws beginning with the 2019 annual meeting of shareholders.
The
foregoing description of the Companys Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.1Amended and Restated Bylaws of Public Storage as adopted February 27, 2018
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PUBLIC STORAGE
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By:
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/s/ Lily Y. Hughes
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Lily Y. Hughes
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Date: March 1, 2018
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Senior Vice President, Chief Legal Officer & Corporate Secretary
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