UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

LIFE STORAGE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement,

if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

6467 Main Street

Williamsville, New York 14221

Fellow Shareholders,

YouAs Life Storage’s independent board chair, I would like to take this opportunity to invite you to participate in our inclusive, virtual annual meeting and to reflect on some of the bigger picture and longer-term drivers of our business.

First, as I write this, the rapidly evolving coronavirus(COVID-19) situation continues to unfold and challenge businesses in virtually all industries. Rest assured that we are cordially invitedworking diligently and taking all reasonable measures to attendprotect our employees, customers, stakeholders and assets. I am proud of how our technology focus has increased the 2019 Annual Meetingresilience of Shareholdersour platform and preparedness for challenges such as this. Our people and customers are the foundation of our business and maintaining a safe environment is paramount to our success. As such, our robust business continuity plans and IT platforms have enhanced our team’s ability to effectively operate and serve our customers during volatile and challenging times. I believe that the combination of our team, technology platforms and self-storage assets helps create stability and efficiency for our consumer and business customers as their needs evolve. Further, I am confident that those attributes as well as our diverse customer base, ample access to liquidity and strong balance sheet position us well to protect shareholder value in the coming months.

As a real estate investment trust in the self-storage sector, Life Storage Inc. on Thursday, May 30, 2019 at the Company’s headquarters, 6467 Main Street, Williamsville, New York 14221. The 2019 Annual Meeting will begin promptly at 9:00 a.m. (E.D.T.).

During the past 12 months, our Company executed onmay not seem to be a long planned Boardlikely leader in technology, environmental and leadership succession strategy that resulted in the appointment of four new directors to the Board and the seamless transition of the Chief Executive Officer role to Joe Saffire, following Dave Rogers retirement after 35 successful years with the Company as one of its original founders. The Board transitions have:social innovation, but we believe we are:

Our Board of Directors is keenly focused on corporate governance,shorter tenured than average; we avoid unpopular provisions such as staggered boards, poison pills and plurality voting, and we are committed to continuing to implement practiceshave good internal and external pay parity.

6467 Main Street

Williamsville, New York 14221

Dear Shareholder:

The Notice and Proxy Statement that follows contain details about our 20192020 Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). Your proxy is being solicited by the Board of Directors of the Company. You will note that the Board of Directors of the Company recommends a vote “FOR” the election of nineeight directors to serve until the 20202021 Annual Meeting of Shareholders, “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2019,2020, “FOR” the proposal to amend the Bylaws of the Company, “FOR” the proposal to amend and restateadopt the Company’s 20092020 Outside Directors’ Stock Option and Award Plan, and “FOR” the proposal to approve the compensation of the Company’s executive officers.

Our proxy materials are being furnishedIn an effort to Shareholders primarily overexercise caution with regard to the Internet which we believeongoing public health impact ofCOVID-19, and to support the health and well-being of our shareholders, partners and employees, this year’s Annual Meeting will expedite Shareholders’ receipt of the materials. This process is environmentally friendlybe a virtual meeting held exclusively online via live webcast, and will also lower costs ofnot be held at a physical location. You will be able to attend the Annual Meeting.

Meeting, vote your shares electronically, and submit questions in writing during the meeting by visitingwww.virtualshareholdermeeting.com/LSI2020 and entering your unique voter identification number. Additional information regarding attending the Annual Meeting and voting your shares can be found in the Proxy Statement. The vote of every Shareholder is important. Information aboutimportant, and we believe that hosting a virtual meeting will enable more of our Shareholders to attend and participate in the meeting and voting your shares is set forth insince our Shareholders can participate from any location around the Notice andworld with Internet access.

This Proxy Statement that follows.

If you plan to attend the meeting in person, please remember to bring aand form of personal identification with you and, if youproxy are actingfirst being made available to Shareholders on April 17, 2020. While we currently expect to hold the Annual Meeting on May 28, 2020 as planned, the uncertainties presented by the public health impact of COVID-19 could result in a change to the date of the Annual Meeting. We will notify Shareholders accordingly should we decide to change the date of our Annual Meeting as a proxy for another Shareholder, please bring written confirmation fromresult of the record owner that you are acting as a proxy. If you will need special assistance at the meeting, please contact Life Storage Investor Relations at(716) 633-1850.

The Boardimpact of Directors and management look forward to greeting those Shareholders who are able to attend the Annual Meeting.

Sincerely,

Andrew J. Gregoire

Secretary

April 16, 2019COVID-19.

6467 Main Street

Williamsville, New York 14221

Items of Business:

Record Date:

  Voting:

The Company is furnishing its proxy statement, proxy and Annual Report on Form 10-K for the year ended December 31, 20182019 (the “Annual“2019 Annual Report”) to you electronically via the Internet, instead of mailing printed copies of such materials to each Shareholder. The Company has sent to its Shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access its proxy materials on the Internet, how you can request and receive a paper copy of the proxy statement, 2019 Annual Report and proxy for the Annual Meeting, and how to vote online atwww.proxyvote.com. www.proxyvote.com. Shareholders can also call 1-800-579-1639 to request proxy materials or 1-800-690-6903 to vote by telephone.

By Order of the Board of Directors,

Andrew J. Gregoire

Secretary

Williamsville, New York

April 16, 201917, 2020

6467 Main Street

Williamsville, New York 14221

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting. We intend to mail proxy materials to our shareholders on or about April 17, 2020.

This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Life Storage, Inc. (the “Company”) for the 20192020 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually over the Internet on Thursday, May 30, 201928, 2020 at 9:00 a.m. (E.D.T.) at the Company’s headquarters, 6467 Main Street, Williamsville, New York 14221,, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. No physical meeting will be held. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/LSI2020 and entering your unique voter identification number. This proxy statementProxy Statement and form of proxy are first being made available to Shareholders on April 16, 2019.17, 2020.

Shareholders of record may vote by (i) attending the meeting and voting in person, (ii) using the toll-free telephone number shown on the proxy card, (iii) voting via the Internet at the address shown on the proxy card, or (iv) marking, dating, signing and returning the enclosed proxy card. Returning your completed proxy will not prevent you from voting in person at the meeting should you be present and wish to do so. The proxy may be revoked at any time before it is voted by delivering to the Secretary of the Company a written revocation or a duly executed proxy (including a telephone or Internet vote) as of a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not act to revoke a prior proxy.

If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to the chair of the annual meeting or the chair’s designee.

We are providing these materials on behalf of the Board to ask for your vote and to solicit your proxies for use at our 2019 Annual Meeting, or any adjournments or postponements thereof.

We have made these materials available to you on the Internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a Shareholder as of April 2, 2019, the record date fixed by the Board, and are therefore entitled to receive Notice of the Annual Meeting and to vote on matters presented at the meeting.

We are pleased to take advantage of the SEC rules that allow us to furnish proxy materials to you on the Internet. These rules allow us to provide our Shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

Our Annual Report to Shareholders (the “2018 Annual Report”) includes a copy of our Annual Report on Form10-KVoting Matters for the fiscal year ended December 31, 2018, as filed with the SEC on February 26, 2019, excluding exhibits. On or about April 16, 2019, we mailed you a notice containing instructions on how to access this proxy statement and our 2018

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COMPANY BRIEF

Life Storage Locations as of December 31, 20182019

$6.1 Billion Enterprise Value Over 750 Stores in 28 States (and Canada beginning Q1 2019) 30+ Years in Self Storage Business 304% 10 Year Total Return 213 Properties Managed for Third Party Entities 89% Quarterly Dividend Increase Over Past 5 Years 90.4% Same Store Average Quarterly Occupancy Investment Grade Rated Moody's: Baa2 S&P: BBB 5.3X Debt to EBITDA

As of 12/31/1819

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OUR DIRECTORS

PROPOSAL 1. ELECTION OF DIRECTORS

ItWe open this Proxy Statement by introducing ourselves, the members of your Board of Directors. We take our oversight responsibilities seriously as well as the importance of our accountability. We call your attention in particular to our oversight of a smooth CEO transition, with Joseph V. Saffire succeeding David L. Rogers as CEO in 2019. Sometimes the stronger indications of a board doing its job are the quietest—including that of good talent management and succession planning.

We also oversaw significant management actions in 2019 that are described elsewhere in this Proxy Statement. We invite you to read about us as individuals below and ask for your voting support.

The Board of Directors is soliciting the proxies herein and it is intended that thesuch proxies solicited by the Board of Directors will, unless otherwise directed, be voted to elect the nominees for director named below. Our bylaws provide that in an uncontested election the affirmative vote of a majority of the total of votes cast for or withheld as to a nominee at a meeting at which a quorum is present is necessary for the election of a director. For purposes of the election of directors, abstentions and brokernon-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. All nominees proposed are all presently members of the Board of Directors.

Effective as of March 14,November 26, 2019, the size of the Board was increaseddecreased from nine to eight to nine.upon the resignation of Ms. Carol Hansell from the Board. As such, the number of directors to be elected at the Annual Meeting shall be nine.eight.

WHO WE ARE

Nominees for Election to the Board of Directors

The nominees named herein will, if elected, hold office until the next succeeding Annual Meeting of Shareholders and until their successors are duly elected and qualified. In the event any nominee becomes unavailable to stand for election, it is intended that the persons named in the proxy may vote for a substitute recommended by the Nominating, Governance and GovernanceCorporate Responsibility Committee of the Board of Directors subject to Board approval. Alternatively, the Board may reduce the size of the Board or may determine to leave the vacancy unfilled. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as directors.

As reflected in the skills matrix and accompanying charts, the nominees for election to the Board of Directors listed below bring a diverse array of attributes, skills and experiences to Life Storage that we believe are important and that that led to the

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The following table identifies key areasconclusion that such nominee should serve as a member of expertise for eachthe Board of our director nominees. The Company believes that our director composition provides relevant experience, knowledge and diversity.Directors. All nominees are presently members of the Board of Directors.

Set forth below is a brief description of the business experience during the last five years of each of our nominees for election as directors. This description also includes the principal occupation of, and directorships held by, each director for at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve as a member of the Board of Directors.

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		Mark G. Barberio   Age: 5657   Director   Independent: Yes   Buffalo, New YorkDirector Since: 2015

Experience & Qualifications:Experience:

Mr. Barberio is and has been principal

Principal of Markapital, LLC, since 2013. Markapital, LLC is a business and M&A consulting firm. Prior to forming Markapital, LLC, Mr. Barberio was employed byfirm (2013 – present)

Co-Chief Executive Officer at Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company from 1985 to 2013. He served in a variety of positions at Mark IV, including asCo-Chief Executive Officer from 2009 to 2013 and(2009 – 2013); Chief Financial Officer from 2004 to 2013. Mr. Barberio also serves on the board of directors of (2004 – 2013); joined 1985

Other Boards:

Current:

Gibraltar Industries, Inc., a publicly listed leading manufacturer and distributerdistributor of building products. His is also a member of the board of directors of products

Exide Technologies, a privately held global battery manufacturer and distributor. From July 2017 to April 2018, he served on the boarddistributor

Endo International plc, a publicly listed pharmaceutical company

Rochester Institute of directorsTechnology Board of Trustees

Former:

Paragon Offshore Limited, an oil and gas drilling company. As a result of Mr. Barberio’s chief executive officer, chief financial officercompany (2017 – 2018)

Qualifications:

Experience includes:

Strategic development

Finance and board experience, he brings to the Board over 25 years of well-grounded knowledge in strategy development, finance, operational oversight, real estate, capital markets

Management and investor relations. His diverse background and significant business experience allow him to provide leadership as the Company’snon-executive Chair of the Board.operations

Director Since: 2015

Real estate

Investor relations

Public company boards

		Joseph V. Saffire   Age: 4950   CEO and Director   Independent: No   Buffalo, New YorkDirector Since: 2019

Experience & Qualifications:Experience:

Mr. Saffire was appointed as

Chief Executive Officer of the Company effective March(March 1, 2019. Before assuming his role as Chief Executive Officer, Mr. Saffire served as the Company’s2019 – present); Chief Investment Officer from November 2017 to February 2019. Prior to joiningof the Company Mr. Saffire served as (November 2017 – February 2019)

Executive Vice President and Head of Commercial Banking of First Niagara Bank from April 2014 to September 2016 and served as an (2014 – 2016)

Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa of Wells Fargo Bank from 2012 to March 2014. Prior to 2012, Mr. Saffire served in various management capacities for over 20 years with HSBC Bank plc., including serving as (2012 – 2014)

Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany from 2010at HSBC Bank plc (2010 to 2012 and2012); Executive Vice President and Regional President – Corporate and Commercial Banking in the United States from 2007 to 2010. As the Chief Executive Officer of the Company, he brings to the Board of Directors intimate knowledge of the Company(2007 – 2010); joined 1992

Qualifications:

Experience includes:

Strategic development

Finance and experience in finance, realcapital markets

Management and operations

Real estate and investor relations. He also is a key contributor in the development and execution of the Company’s business strategy and provides expertise related to the Company’s business.

Director Since: 2019

Investor relations

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		Charles E. Lannon   Age: 7172   Director   Independent: Yes   Buffalo, New YorkDirector Since: 1995

Experience & Qualifications:Experience:

Mr. Lannon is and has been the

President of Strategic Advisory, a consulting firm since 1995. Strategic Advisorythat provides consulting and advisory services to companies seeking capital, transactional and financial guidance. Also, since 1995 he has served as an officer and board member of severalguidance (1995 – present)

non-public companies. In 1995, heco-foundedCo-founded Northtowns Imaging, Inc., a medical diagnostic imaging company that was sold in 1999. From 2009 to 2015 Mr. Lannon was (1995 – 1999 when sold)

Vice Chairman of the Board of Kinex Pharmaceuticals LLC, a cancer drug pharmaceutical company, which changed its name to Athenex, Inc. and began publicly trading in 2017. Since 2013 he has served on the board of2017 (2009 – 2015)

Other Boards:

Lead Independent Director, Royal Oak Realty Trust Inc., a private REIT, where he currently is the lead independent directorsince 2014

Has served as an officer and serves on various committees. Prior toboard member of severalnon-public companies since 1995 Mr. Lannon was involved in the self-storage industry for over 10 years. Such collected experience allows him to provide the Board of Directors with significant assistance related to investor relations, marketing, strategic

Qualifications:

Experience includes:

Corporate governance

Strategic and transactional matters. He also has an excellent understanding of corporate governance trendsmatters

Finance and the role of a board of directors which enables him to well serve the Company as member of various Board committees.capital markets

Director Since: 1995

Investor relations

		Stephen R. Rusmisel   Age: 7374   Director   Independent: Yes   Bedminster, New JerseyDirector Since: 2012

Experience & Qualifications:

Mr. Rusmisel was

Founder and principal of V1 Funding LP, a partnerconsulting and private investment firm (2019 – present)

Partner of the law firm of Pillsbury, Winthrop, Shaw, Pittman LLC (and its predecessor firm, Winthrop, Stimson, Putnam & Roberts) from January 1, 1980 to January 31, 2016. (1980 – 2016)

During his more than 45 years as an attorney, he counseled clients in general corporate, securities and business matters, with an emphasis on mergers and acquisitions. He also provided advice to audit committees of public companies, and he has made numerous presentations to the boards of directors of public companies regarding board fiduciary duties, corporate governance matters, risk management and transactional matters. He has frequentlymatters

Has lectured and published numerous articles on corporate governance and transactional issues. As a resultissues

Other Boards:

Current:

Church of Mr. Rusmisel’s experience, he brings to the Company well-grounded expertise in corporateBlessed Sacrament Board of Trustees; finance counsel chair

Former:

The Swedish American Chamber of Commerce of New York, Inc. (2006 – 2011)

Qualifications:

Experience includes:

Corporate governance accounting,

Accounting and finance

Enterprise risk management

Strategic and enterprise risk management.transactional matters

Director Since: 2012

Public company board advisory

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Corporate Governance HighlightsHOW WE ARE SELECTED AND ELECTED

ProposedIn identifying and evaluating the individual director nominees that it recommends to the Board Composition

of Directors, the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors utilizes the following process: (i) the Nominating, Governance and Corporate Responsibility Committee reviews the qualifications of any candidates who have been properly recommended or nominated by a Shareholder, as well as those candidates who have been identified by management, individual members of the Board of Directors or, if the Nominating, Governance and Corporate Responsibility Committee determines, a search firm; (ii) the Nominating, Governance and Corporate Responsibility Committee evaluates the performance and qualifications of individual members of the Board of Directors eligible forre-election; (iii) the Nominating, Governance and Corporate Responsibility Committee considers the suitability of each candidate, including the current members of the Board of Directors, in light of the current size and composition of the Board of Directors; (iv) the Nominating, Governance and Corporate Responsibility Committee considers each individual candidate in the context of the current perceived needs of the Board of Directors, as a whole; and (v) the Nominating, Governance and Corporate Responsibility Committee seeks assurances from each candidate that such candidate will be readily available and timely respond to Board matters. After such review and consideration, the Nominating, Governance and Corporate Responsibility Committee recommends that the Board of Directors select the slate of director nominees.

The Nominating, Governance and Corporate Responsibility Committee does not have an express policy with regard to consideration of director candidates recommended by Shareholders, but it will consider director candidates proposed by Shareholders in the same manner as it considers other candidates. The Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that candidates must be highly qualified, exhibiting the experience and expertise required of the Board of Directors’ own pool of candidates and interest in the Company’s corporate responsibility is deeply rootedbusiness, and the ability to attend and prepare for Board of Directors, committee and Shareholder meetings. Any candidate must state in our core values: teamwork, respect, accountability, integrityadvance his or her willingness and innovation. The Company approaches initiatives, programs, practicesinterest in serving on the Board of Directors. Candidates should represent the interests of all Shareholders and policiesnot those of a special interest group. A Shareholder wishing to nominate a candidate should do so in accordance with the guidelines set forth below under the caption “Proposals of Shareholders for the 2021 Annual Meeting.”

While the Nominating, Governance and Corporate Responsibility Committee does not have a written policy regarding diversity in identifying director candidates, the Nominating, Governance and Corporate Responsibility Committee considers diversity in its search for the best candidates to serve on the Board of Directors. Generally, the Nominating, Governance and Corporate Responsibility Committee looks to incorporate diversity in all its forms including diversity of attributes, backgrounds, skills and experiences, all with a view toward risk managementto identify candidates that can assist the Board of Directors with its decision making. The Nominating, Governance and with considerationCorporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the impact on its customers, teamCompany’s business; (ii) diversity of perspectives, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members communitiesof the Board of Directors will build a board that is active, collegial and Shareholders.responsive to the needs of the

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Environmental

Environmental stewardship is a key elementCompany. In addition, the Nominating, Governance and Corporate Responsibility Committee recognizes the importance of diversity of race and gender on the Board of Directors consistent with its fiduciary duties. The Board has taken this into consideration in establishing the list of nominees and will continue to do so in the future as part of the Company’s corporate responsibility. In addition to reducing the environmental impact of its stores, the Company’s environmental practices are designed to mitigate the risk of rising energy costs. Highlights include:

To further its commitment to environmental sustainability, the Company has become a USGBC^® Silver member to remain informed on the latest green building practices.

Social

Team Membersnormal succession planning process.

The Company employs nearly 2,000 team members and recognizes that these team members aredoes not have a mandatory retirement age for directors as the foundation of our engagement with all stakeholders. Attracting and retaining high quality team members with competitive benefits, policies and programs including health and wellness, training and development, rewards and recognition, along with an inclusive culture are key elements of the Company’s people strategy to mitigate employee attrition risk. Highlights include:

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HOW WE ARE ORGANIZED

Board Leadership Structure.

Mark G. Barberio serves as the Company’snon-executive Chair of the Board. Mr. Barberio’s extensive qualifications include responsibility for strategy, executive management, operations, finance, real estate, investor relations and business development. He has experience as a director, chief executive officer, chief financial officer, and as a board committee chair with other large companies. The Company believes that having a Chair of the Board who is not an executive officer of the Company is the appropriate leadership structure for the Company at this time as it allows the Executive Officers of the Company to focus onday-to-day business while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.

Meetings Ofof The Board Ofof Directors Andand Board Committees

2018Board of Directors Committee Memberships.

Assuming election of all the nominees to the Board, the structure of the Audit and Risk Management Committee, Compensation and Human Capital Committee, and Nominating, Governance and Corporate Responsibility Committee will remain as follows:

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2019 Attendance at Board and Committee Meetings.

Effective as of May 31, 2018, the date of the Company’s 2018 Annual Meeting of Shareholders, the Board reconstituted the membership of the committees of the Board. In addition, Mr. Rogers, Ms. Hamilton and Mr. Pettinella were appointed to the Board on March 20, 2018. The chart below sets forth director attendance at Board and Committee Meetings in 20182019 based upon each respective director’s term on the Board and each Committee.

(1)    Mr. Rogers, Ms. Hamilton, and Mr. Pettinella were appointed toHansell resigned from the Board of Directors on March 20, 2018. Also on March 20, 2018, Ms. Hamilton was appointed to the Audit Committee andeffective November 26, 2019.

(2)    Mr. PettinellaRusmisel was appointed to the Nominating, Governance and Governance Committee.Corporate Responsibility Committee effective March 1, 2020.

(3)    Mr. Saffire was appointed to the Board of Directors on March 14, 2019.

(2)    As a result of the restructuring of the Committees, the following changes were made effective May 31, 2018: Mr. Barberio no longer serves as a member of the Audit Committee; Ms. Hansell was appointed to the Compensation Committee; Ms. Hamilton was appointed to the Compensation Committee; Mr. Havener no longer serves as a member of the Compensation Committee; Mr. Lannon was appointed to the Compensation Committee and no longer serves as a member of the Nominating and Governance Committee; Mr. Pettinella was appointed to the Audit Committee; and Mr. Rusmisel no longer serves as a member of the Nominating and Governance Committee.

Board of DirectorsDirectors..

The Board of Directors held nine11 meetings during the fiscal year ended December 31, 2018.2019. Each director attended 100% of the total number of meetings held by the Board of Directors during such director’s tenure on the Board andBoard. Additionally, each director attended 100% of the total number of meetings held by all committees on which he or she served.served, with the exception of Ms. Hamilton who was excused from one meeting of the Compensation and Human Capital Committee for good reason. Ournon-employee directors meet in executive session in conjunction with regularly scheduled meetings of the Board of Directors at least twice per year and on

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The Board of Directors has three committees with the principal functions described below. The charter of each committee is posted on the Company’s website atwww.lifestorage.com. A copy of each charter is available in print to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, attention Andrew J. Gregoire, Secretary, or by telephone (716)633-1850.

Audit and Risk Management Committee.

The Audit and Risk Management Committee is composed of Messrs. Havener, Rusmisel, Lannon, and Pettinella, and Ms. Hamilton. Ms. Hamilton and Mr. Pettinella were added to the Audit Committee on May 31, 2018. Mr. Havener serves as Chair. The Audit and Risk Management Committee is established to overseeoversees the accounting and financial reporting processes and audits of the financial statements of the Company. The Audit and Risk Management Committee has generally led the Board’s oversight of enterprise risk management, with the assistance of other Board committees. The Audit and Risk Management Committee assists the Board of Directors in oversight of the quality and integrity of the Company’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of the Company’s internal audit function and internal auditors, the independent auditor’s qualifications and independence, and compliance with ethics policies and legal and regulatory requirements.

The Audit and Risk Management Committee is composed entirely of independent directors within the meaning of applicable NYSE listing standards and rules and regulations of the SEC. Each member must be “financially literate” under NYSE listing standards, or become financially literate within a reasonable period of time after appointment. The SEC has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules adopted by the SEC requires a company to disclose whether it has an “Audit Committee Financial Expert” serving on its audit committee. The Board of Directors has determined that all members of the Audit and Risk Management Committee are financially literate. The Board of Directors has also determined that Mr. Havener meets the definition of a “financial expert.an “Audit Committee Financial Expert.”

The Audit and Risk Management Committee’s duties are set forth in its charter, which can be found on the Company’s web site atwww.lifestorage.com. Additional information regarding the Audit and Risk Management Committee and the Company’s independent registered public accounting firm is disclosed in the Report of the Audit and Risk Management Committee below. The Audit and Risk Management Committee held fivesix meetings during the fiscal year ended December 31, 2018.2019. The Audit and Risk Management Committee meets regularly in private session with the Company’s independent registered public accounting firm.

Compensation and Human Capital Committee.

The Compensation and Human Capital Committee is composed of Messrs. Rusmisel, Lannon and Barberio and Mses.Ms. Hamilton, and Hansell, each of whom is independent within the meaning of

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Award and Option Plans. The Compensation and Human Capital Committee also generally oversees the Company’s management of its human resource policies and practices, including (from time to time) matters such as diversity and inclusion, workplace environment and culture, and talent development and retention.

The Compensation and Human Capital Committee met threesix times during 2018.2019. Compensation and Human Capital Committee agendas are established by the Committee Chair, and the Compensation and Human Capital Committee deliberates and takes action only in executive session. The Compensation and Human Capital Committee’s charter does not permit delegation of its responsibilities or authority to others. Pursuant to its charter, the Compensation and Human Capital Committee has the authority to engage advisors, including compensation consultants. The Compensation and Human Capital Committee has engaged Longnecker & Associates as an independent consultant to assist in evaluating compensation for the Executive Officers and executive compensation programs generally. The consultant reports directly to the Compensation and Human Capital Committee and does not perform services for management.

On occasion, at the request and direction of the Compensation and Human Capital Committee, the consultant will review compensation levels recommended by the Executive Officers for other senior managers. The consultant advises the Compensation and Human Capital Committee with respect to compensation trends and best practices, plan design, reasonableness of individual compensation awards and general comparability with other publicly traded companies and companies in the real estate investment trust (“REIT”) industry. In accordance with the Compensation and Human Capital Committee’s policy on assessing advisor independence, the Compensation and Human Capital Committee has determined that there were no conflicts of interest or issues related to independence during 2019 that would impact the advice to the Compensation and Human Capital Committee from Longnecker & Associates and the representatives of Longnecker & Associates who advise the Compensation and Human Capital Committee.

The Executive Officers do not participate in deliberations of the Compensation and Human Capital Committee. The Executive Officers, at the Compensation and Human Capital Committee’s request, prepare performance and operational data and financial and other information to assist the Compensation and Human Capital Committee in reaching its compensation determinations.

The functions of the Compensation and Human Capital Committee are further described below under the caption “Executive Compensation”“OUR PAY” and in its charter, which can be found on the Company’s web site atwww.lifestorage.com.

Nominating, Governance and GovernanceCorporate Responsibility Committee.

The Nominating, Governance and GovernanceCorporate Responsibility Committee of the Board of Directors serves as the Company’s nominating committee. The Nominating, Governance and GovernanceCorporate Responsibility Committee is composed of Ms. Hansell and Messrs. Havener, Barberio, Pettinella, and Pettinella,Rusmisel, each of whom is independent within the meaning of applicable NYSE listing standards. Ms. Hansell serveswas also a member of the Nominating, Governance and Corporate Responsibility Committee, serving as Chair.Chair, up to and until her resignation from the Board effective November 26, 2019. Mr. Pettinella was appointed as Chair of the Nominating, Governance and Corporate Responsibility Committee effective

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December 9, 2019. Mr. Rusmisel was appointed to the Nominating, Governance and Corporate Responsibility Committee effective March 1, 2020. The Nominating, Governance and GovernanceCorporate Responsibility Committee’s functions are set forth in its charter, which can be found on the Company’s website atwww.lifestorage.com, and include assisting the Board of Directors by identifying individuals qualified to become Board members and recommending director nominees for the Annual Meeting of Shareholders, recommending to the Board the Corporate Governance Principles applicable to the Company, leading the Board of Directors in its annual review of the Board’s

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Policies and Procedures Regarding Related Party Transactions.

The Company has established written conflict of interest policies, which are included in the Company’s Code of Ethics, to which all directors, Executive Officers and key employees are subject. These persons are required to disclose to the Company’s Chief Compliance Officer (or, in the event such person with the conflict is a director or Executive Officer, to the Chair of the Audit and Risk Management Committee) in writing each outside relationship, activity and interest that creates a potential conflict of interest, including transactions or arrangements potentially disclosable pursuant to applicable rules of the SEC. The Audit and Risk Management Committee will review any transaction involving a director or officer that may create a conflict of interest and either approve or reject the transaction or refer the transaction to the full Board or other appropriate committee in its discretion. All directors, Executive Officers and other key employees are required to disclose in writing each year whether they are personally in compliance with such policy. In addition, each director and Executive Officer is required to complete an annual questionnaire which calls for disclosure of any transactions in which the Company is or is to be a participant, on the one hand, and in which such director or Executive Officer or any member of his or her family has a direct or indirect material interest, on the other. The Board of Directors is of the opinion that these procedures are sufficient to allow for the review, approval or ratification of any transactions with related persons that would be required to be disclosed under applicable SEC rules.

Complaint Procedure; Communications with Directors.

The Sarbanes-Oxley Act of 2002 requires public companies to maintain procedures to receive, retain and respond to complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company has such procedures in place. Any employee of the Company may report concerns regarding these matters in the manner specified in the Company’s Employee Complaint Procedures for Accounting and Auditing Matters, which is published on the Company’s web site atwww.lifestorage.com. A printed copy of the Company’s Employee Complaint Procedures for Accounting and Auditing Matters will be provided to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, or by telephone (716)633-1850.

The Board of Directors has also established a process for Shareholders or other interested parties to send communications to the Company’s independent directors. Shareholders or other interested parties may communicate with the Board of Directors by calling (716)633-1850 ext. 6144 or by writing to the Company’s Secretary. Communications sent to the Company addressed to the Board of Directors by these methods will be screened by the Secretary for appropriateness before either forwarding or notifying the independent directors of receipt of a communication.

Board Leadership Structure.

Mark G. Barberio serves as the Company’snon-executive Chair of the Board. Mr. Barberio’s extensive qualifications include responsibility for strategy, executive

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HOW TO COMMUNICATE WITH US

Complaint Procedure; Communications with Directors.

The Sarbanes-Oxley Act of 2002 requires public companies to maintain procedures to receive, retain and respond to complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company has such procedures in place. Any employee of the Company may report concerns regarding these matters in the manner specified in the Company’s Employee Complaint Procedures, which is published on the Company’s web site atwww.lifestorage.com. A printed copy of the Company’s Employee Complaint Procedures will be provided to any Shareholder upon request sent to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716)633-1850.

The Board of Directors has also established a process for Shareholders or other interested parties to send communications to the Company’s independent directors. Shareholders or other interested parties may communicate with the Board of Directors by calling (716)633-1850 ext. 6144 or by writing to the Company’s Secretary. Communications sent to the Company addressed to the Board of Directors by these methods will be screened by the Secretary for appropriateness before either forwarding or notifying the independent directors of receipt of a communication.

HOW WE ARE PAID

Director Compensation

The table below summarizes the compensation paid by the Company to directors who are not officers or employees of the Company (“Outside Directors”) for the year ended December 31, 2018.2019. Directors who are not Outside Directors are not paid any compensation for their service as directors. Mr. Rogers retired as the Company’s Chief Executive Officer on February 28, 2019 and therefore was not paid anyMr. Rogers’ compensation in the table below represents compensation for his service as a director in 2018.subsequent to this retirement date.

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Effective May 31, 2018, theThe Company pays its annual directors’ fees quarterly. TheThis base annual director’s fee payable by the Company to each Outside Director is $100,000 ($25,000 quarterly). An annual fee of $50,000 ($12,500 quarterly) is payable to thenon-executive Chair of the Board; an annual fee of $20,000 ($5,000 quarterly) is payable to the chair of the Audit and Risk Management Committee and $10,000 ($2,500 quarterly) is payable to each of the other members of such committee; an annual fee of $15,000 ($3,750 quarterly) is payable to the chair of the Compensation and Human Capital Committee and $7,500 ($1,875 quarterly) is payable to each of the other members of such committee; an annual fee of $10,000 ($2,500 quarterly) is payable to the chair of the Nominating, Governance and GovernanceCorporate Responsibility Committee and $5,000 ($1,250 quarterly) is payable to each of the other members of such committee. Outside Directors are also paid a meeting fee of $1,000 for each special meeting of the Board of Directors attended. Meeting fees are not paid for regular meetings and committee meetings. In 2018, Messrs. Barberio and Rusmisel were each paid a fee of $50,000 for their service on a special committee of the Board which participated in negotiations with an investor, the investor’s counsel, the Company’s outside counsel, and a public relations firm. In addition, the Company will reimburse all directors for reasonable expenses incurred in attending meetings. In 2019, Mr. Barberio was paid a fee of $10,000 for the substantial amount of time he spent assisting executive management during the year. Also, certain Outside Directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company. Those Outside Directors who are not provided such health insurance coverage are provided a cash payment in lieu of health insurance coverage.

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Under the Company’s Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of his or her director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company’s Common Stock (“Units”). The number of Units credited is equal to the number of shares of Common Stock that could have been purchased using the closing price of Common Stock on the day immediately preceding the date on which the fees were payable. When the Company declares cash dividends on its Common Stock, additional Units are credited to the deferred compensation accounts based on the reinvestment of the dividend on the dividend record dates. Amounts credited to the deferred compensation accounts will be paid to directors in the form of shares of Common Stock, the number of which shares will equal the number of Units credited to the accounts.

The Company’s 2009 Outside Directors’ Stock Option and Award Plan provides that(the “2009 Directors’ Plan”) expires as of May 21, 2020. Under the 2009 Directors’ Plan, each Outside Director was, at the close of eachthe 2019 annual Shareholders’ meeting, each Outside Director is granted a number of836 shares of restricted stock, equal towhich number equals the base annual fee paid to such Outside Director multiplied by 0.8 and divided by the fair market value of a share of Common Stock on the date of grant. AnyThe restricted stock granted vests one year following the date of grant based on continued service. Until 2016, stock options had also been granted to Outside Director’s under the 2009 Directors Plan. In 2016, the Board of Directors amended the Company’s 2009 Outside Directors’ Stock Option and Award Plan to eliminate stock option grants as a component of Board compensation. Thus,

Due to the expiration of the 2009 Directors’ Plan prior to the date of the 2020 Annual Meeting, the Company is proposing to adopt the 2020 Outside Directors’ Stock Award Plan described in Proposal 3 below. Provided such plan is adopted, each Outside Director will be issued, at close of the 2020 Annual Meeting, a number of shares of restricted stock options are no longer issuedequal to $100,000 divided by the fair market value of a share of Common Stock on the date of grant. In the event such plan is not adopted, all Outside Directors.Director compensation shall be paid in cash.

Stock Ownership Guidelines for Directors

The Company has adopted stock ownership guidelines for its Outside Directors which require each of the Company’s Outside Directors to hold shares of Company common stockCommon Stock and deferred compensation units having an aggregate market value equal to three times the base annual fee paid to the Outside Directors. Directors have five years to meet this goal. The Company adopted these stock ownership guidelines as a means of requiring directors to hold equity and tie their interests to Shareholders’ interests. All directorsOutside Directors have either met these guidelines or are still within the five-year period allowed to meet this guideline.

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Stock Ownership by Directors and Executive Officers

The following table sets forth information concerning beneficial ownership of Common Stock as of April 2, 2019March 30, 2020 for each current director, each of our named executive officers and for all current directors and Executive Officers as a group. Percentages are based on 46,902,030 shares of Common Stock outstanding as of March 30, 2020. Unless otherwise noted, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed.

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Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2018,2019 (except as set forth in footnote 1 below), with respect to equity compensation plans under which shares of the Company’s Common Stock may be issued.

(1)     Includes the actual number of shares issued in January 20192020 as part of the 20152016 performance-based awards (14,738)(24,148) and the maximum number of shares (116,624)(121,883) that could be issued as part of 2016, 2017, 2018 and 20182019 performance-based awards. The actual number of shares to be issued will be determined at the end of the three-year performance periods in 2019, 2020, 2021 and 2021.2022, respectively. See Note 9 to the Company’s financial statements included in the 2019 Annual Report on Form10-K for the year ended December 31, 2018.Report.

(2)     Under the Deferred Compensation Plan for Directors,non-employee directors may defer all or part of their directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under the plan will be credited to each director’s account under the plan in the form of Units. The number of Units credited is determined by dividing the amount of directors fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which directors fees otherwise would be paid by the Company. A director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such director’s account. A director may elect to receive the shares in a lump sum on a date specified by the director or in quarterly or annual installments over a specified period and commencing on a specified date.

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Security Ownership of Certain Beneficial Owners

The following table sets forth information as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company as of April 2, 2019.March 30, 2020 based on 46,902,030 shares of Common Stock outstanding as of such date.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, officers andgreater-than-10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on review of information furnished to the Company and reports filed through the Company, the Company believes that all Section 16(a) filing requirements applicable to its directors, officers andgreater-than-10% beneficial owners were complied with during 2018.

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OUR AUDITORS

PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the Shareholders and basedBased upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has reappointed Ernst & Young LLP as its independent registered public accounting firm to audit the financial statements of the Company for the current fiscal year. year ending December 31, 2020. At the Annual Meeting, Shareholders will be asked to ratify this appointment. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting (via webcast), will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees billed to the Company for fiscal years 20182019 and 20172018 by Ernst & Young LLP were as follows:

desires to obtain from its Shareholders an indication of their approval of the Audit and Risk Management Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019.2020. Even if the appointment of Ernst & Young LLP is ratified,

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REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

Management has the primary responsibility for the integrity of the Company’s financial information and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for conducting independent audits of the Company’s financial statements and the effectiveness of internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting based upon those audits. The Audit and Risk Management Committee is responsible for overseeing the conduct of these activities by management and Ernst & Young LLP.

As part of its oversight responsibility, the Audit and Risk Management Committee has reviewed and discussed the audited financial statements, the adequacy of internal controls and the effectiveness of the Company’s internal controls over financial reporting with management and Ernst & Young LLP. The Audit and Risk Management Committee also has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301,“Communications with Audit Committees”, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board. The Audit and Risk Management Committee met with Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit and Risk Management Committee has also discussed with Ernst & Young LLP matters required to be discussed by applicable auditing standards. The Audit and Risk Management Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Risk Management Committee concerning independence and has discussed with Ernst & Young LLP that firm’s independence.

Based upon these reviews and discussions, the Audit and Risk Management Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2019 be included in Life Storage Inc.’s 2019 Annual Report onForm 10-K for the year ended December 31, 2018 for filing with the Securities and Exchange Commission.

Members of the Audit and Risk Management Committee

ARTHUR L. HAVENER, JR., CHAIR

CHARLES E. LANNON

STEPHEN R. RUSMISEL

DANA HAMILTON

EDWARD J. PETTINELLA

THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

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PROPOSAL 3. AMENDMENT TO BYLAWS

The Board of Directors is recommending that the Shareholders approve an amendment to the Company’s Bylaws to add an exclusive forum selection provision as new Article XI (the “Exclusive Forum Amendment”). Although under our Bylaws, the Board may generally amend the Bylaws without Shareholder approval, the Board believes that this is an important issue and that it should be consided by Shareholders.

The Exclusive Forum Amendment provides that, unless the Company consents to an alternative forum, the exclusive forum for specified legal actions in which the Company is involved will be in the Circuit Court of Baltimore City, Maryland, or if the Circuit Court does not have jurisdiction, the United States District Court for the District of Maryland sitting in Baltimore, Maryland. The specified actions include:

The Board believes that the Company and its Shareholders will benefit from having intra-corporate disputes litigated in Maryland, where the Company is incorporated and whose laws govern such disputes. The Exclusive Forum Amendment is intended to provide a streamlined, efficient and organized process for resolution of such disputes. The Exclusive Forum Amendment addresses plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions. The MGCL specifically authorizes Maryland corporations to adopt exclusive forum provisions in their charters or Bylaws and the Board believes adoption of the Exclusive Forum Amendment is a good governance measure in light of the incidence of lawsuits and multi-forum litigation.

In determining whether to recommend approval of the Exclusive Forum Amendment, the Board considered a number of factors, including the following:

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vests upon any ofeither (i) suchthe Outside Director’s death or disability while serving on the Board of Directors, andor (ii) a Significant Corporate Event. A “Significant Corporate Event” is defined as (i) the dissolution or liquidation of the Company, (ii) a merger, reorganization or consolidation in which the Company is acquired by another person or in which the Company is not the surviving corporation, or (iii) the sale of all or substantially all of the outstanding Common Stock or assets of the Company to another entity. An Outside Director will not have taxable income at the time restricted stock is granted (unless the Outside Director elects to be taxed at that time), but doeswill have taxable income at the time of vesting of the restricted stock in an amount equal the fair market value of the restricted stock on the date of vesting. Dividends payable with respect to the restricted stock shall be accumulated during the one-year vesting period and paid to the Outside Director only upon vesting of the restricted stock. In the event any shares of restricted stock are forfeited, the accumulated dividends shall also be forfeited. Any shares of restricted stock that do not vest shall be automatically cancelled and shall not again be available for awards under the 2020 Directors’ Plan.

The 2020 Directors’ Plan providesallows an Outside Director to enter into a deferred compensation agreement with respect to any annual award of restricted stock made after 2020, in which event such Outside Director will be credited with deferred stock units with respect to any award to be deferred. Deferred stock units will be subject to forfeiture to the same extent as the restricted stock so deferred. Each deferred stock unit that in the event of a stock dividend, stock split, merger, consolidation or other change in the Company’s capital structure, the maximum number of shareshas ceased to be subject to forfeiture shall be converted into one share of Common Stock available for issuance underat such time and in such manner as elected by the Directors’ Plan will be appropriately adjusted.

Upon original adoptionOutside Director in the relevant deferred compensation agreement. After the vesting of the Directors’ Plan,applicable deferred stock unit, the Directors’ Plan included provisions for issuance of stock optionsCompany will pay the Outside Director a cash dividend equivalent in an amount equal to Outside Directors. In 2016, the Directors Plan was amended to eliminate stock options as a component.applicable dividend whenever the Company declares cash dividends on its Common Stock, including dividends accumulated during theone-year vesting period.

Only a director who is an Outside Director is eligible to receive restricted stock grantsawards under the 2020 Directors’ Plan. The number of persons eligible to participate in the 2020 Directors’ Plan will be eightseven assuming the election of the directors nominated herein.

The amended and restated2020 Directors’ Plan shall be effective upon its approvaladoption by the Shareholders of the Company.

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ApprovalAdoption of the amended and restated2020 Directors’ Plan requires the affirmative vote of a majority of the shares of Common Stock cast on the proposal, provided a quorum is present at the meeting. For purposes of the vote, abstentions will have the same effect as votes against the proposal and brokernon-votes will not have any effect on the results of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVEADOPT THE AMENDED AND RESTATED 20092020 OUTSIDE DIRECTORS’ STOCK OPTION AND AWARD PLAN

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OUR COMPANY

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s corporate responsibility is deeply rooted in our core values: teamwork, respect, accountability, integrity and innovation. The Company approaches initiatives, programs, practices and policies with a view toward risk management and with consideration of the impact on its customers, team members, communities and shareholders. We therefore share with you in this section some information about our leadership and our management of the human capital, environmental, safety, customer and other stakeholder matters that we believe support our long-term sustainability financially and more generally.

The following persons are the current executive officers of the Company:

David L. Rogers retired from his position as Chief Executive Officer of the Company on February 28, 2019. SuchHis retirement did not affect his status as a member of the Company’s Board of Directors. Kenneth F. Myszka retired from his position as President

Driving sustainability throughout our organization

Life Storage is committed to fostering a sustainable company to support the success and satisfaction of its employees, customers, communities, shareholders and other stakeholders. We focus on delivering long-term value by proactively integrating environmental, social and governance factors into our decision making. We strive to reduce our environmental impact, enhance the Companypositive impact we have on December 31, 2018.our stakeholders, and govern transparently.

Minimizing environmental impact by design

As a REIT and a facility owner and operator, we are responsible for monitoring and minimizing our environmental impact. Environmental efficiency in our building design and operations is important to our company, our stakeholders and our customers.

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All facilities must meet a rigorous set of internally developed energy efficiency guidelines.

Promoting social benefit and opportunity

To be successful, we must deliver value for our customers, employees and community. Life Storage employs nearly 2,000 people and serves over 450,000 customers in hundreds of markets. We believe that considering all stakeholders in our business

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decisions helps us deliver strong growth and add value to our Company. We treat our fellow team members, our customers, our shareholders, and our communities with the highest degree of dignity, trust, and honesty.

We have a robust, multi-step process to ensure customer satisfaction including customer satisfaction surveys, a feedback web portal, internal56-question Store Visit Report assessments, and third-party secret shopper service that conducts15-point assessments.

We strive to attract and retain the highest quality team members with competitive compensation and benefits, opportunities for personal growth and development, safe working conditions, and a culture that emphasizes fair and equitable treatment.

Training:

Competitive benefits package:Our benefits package is open to all eligible employees and includes health insurance, paid time off, 401(k) retirement plan and matching, a robust Employee Assistance Program, extensive employee health and wellbeing programs, and bonus opportunities based on individual, store and corporate performance.

Diversity:Nearly 60% of our employees and managers are female.

Employee engagement:An 80% engagement score by our team members in our latest anonymous employee engagement survey, with an 80% response rate.

We are committed to providing a safe environment for our customers and their goods, as well as our employees. Our rigorous safety program includes oversight, evaluation, testing, training and continuous improvement of our operations.

COVID-19 has presented an unprecedented challenge to ensure the health and safety of people everywhere. While we continue to follow all federal, state, and local directives, we have taken additional extensive measures to minimize and

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eliminate, where possible, potential impacts to our employees and customers. Consistent with our core values, we’ve focused on doing the right thing for our employees, our customers and each other.

We aim to make meaningful and lasting impacts on our communities through volunteer efforts, charitable giving and community-centric employee engagement.

Governing responsibly

We take our reputation and integrity seriously. Maintaining high standards of governance is important to us. In order to ensure ongoing focus and execution of our environmental, social and governance priorities, we have established an Environmental, Social and Governance Committee that consists of various functional leaders throughout the organization and reports to our Chief Executive Officer.

Compliance Programs

The Life Storage Code of Ethics sets forth our policies and procedures. Our Compliance Officer and the Board of Directors’ Audit and Risk Management Committee Chair oversee and enforce our anti-bribery, business ethics and whistleblower programs.

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Hedging Policy

The Company’s insider trading policy prohibits, among other things, its directors, officers and employees from entering into hedging or monetization transactions with respect to the Company’s securities and from holding the Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans.

Other Governance Practices

Some of our other governance best practices include, but are not limited to:

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OUR PAY

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Human Capital Committee of our Board oversees our compensation programs for executive officers and other employees. This Compensation Discussion and Analysis (“CD&A”) explains the Compensation and Human Capital Committee’s compensation philosophy, summarizes our executive compensation program, and describes compensation decisions for Life Storage’s named executive officers (the “Named Executive Officers”) during 2019.

Executive Summary

Our Company

Life Storage, Inc. is a fully integrated, self-administered and self-managed REIT that acquires and manages self-storage properties throughout the United States. Headquartered in Buffalo, New York, the Company employs nearly 2,000 people and operates approximately 850 self-storage facilities encompassing over 55 million square feet in 29 states and Ontario, Canada.

Our Named Executive Officers

The Company’s four Named Executive Officers, known as the “NEOs,” for 2019 are: