6467 Main Street

Williamsville, New York 14221

Fellow Shareholders,

In some ways 2020 was theLife Storage experienced another strong year in which2022. We surpassed one billion dollars in annual revenue, added a record 107 stores to our third-party management platform, launched a kiosk pilot and expanded our digital store operations. We also completed more than one billion dollars of acquisitions for the self-storage world caught up withsecond year in a row, further diversifying and scaling our platform. With a focus on operational excellence, customer service and innovation, we have built Life Storage’s innovations.Storage into an industry leader, generating strong, profitable growth and significant shareholder value.

MoreAs always, the credit for our exceptional results and outperformance goes to the more than any2,500 team members who work tirelessly every day to advance our growth strategy and deliver for our customers. We continue to be impressed by the innovation and relentless focus across the team—they are the driving force of our peers, we have been bringing digital innovationscompany and the foundation of our success.

Highlights in 2022 include:

Our strong financial performance allowed us to storagebuild on our track record of creating significant value for shareholders. Highlights include:

Sustainability growth core to our success

Over the last few years, we’ve been implementing an integrative approach to sustainability across our organization, as illustrated by our second annual sustainability report (https://www.lifestorage.com/company/sustainability). A commitment to sustainability is deeply embedded in our company’s overall growth strategy and shapes many of our strategic efforts. Successfully adopting sustainable practices across all areas of our business allows us to create long-term value for our stakeholders.

Embarking on our next chapter with Extra Space

A commitment to driving value for shareholders is at the heart of everything we do. It was with this objective in mind that, on April 2, 2023, the Life Storage Board unanimously agreed to combine Life Storage with Extra Space Storage in an all-stock transaction. Following a deliberate and comprehensive review, including engaging with several parties regarding potential transactions, the Board determined that the transaction with Extra Space provides shareholders with an immediate premium, and also allows them to benefit from the tremendous upside of the pandemic—combined company, whereby Life Storage shareholders would have a significant ownership of approximately 35% of the combined company.

By combining with Extra Space, we will be bringing together two industry-leading platforms with complementary portfolios, operating models and strategic visions to create the preeminent storage operator in April 2020 when global economies were all but shut down—America. Our diversified geographic footprints, coupled with our rentals remained strong—innovative third-party management and joint venture platforms, will provide the combined company with halfa robust pipeline for continued external growth. Extra Space was attracted to us in large part because they recognize our similarities in culture, strength of our rentals that month coming through Rent Now,team, technological capabilities and our state-of-the-art digital, contactless platform.

customer-centric focus. We see growing—and increasingly mobile—global populations needing more—and more kinds of—convenient and affordable storage. Our digital innovations enable us to meet this demand. They also enable us to steadily reduce certain costs—for example, we were able to reduce same-store payroll every quarter for eight straight quarters through September 30, 2020 as our digital capabilities increased—and freed up capitalwill have a strong financial profile with robust cash flow generation to invest in growth and in future innovations, including our environmental efficiency-related ones.build upon both companies’ long track records of industry-leading shareholder returns.

This combined focus on managing efficiently for the present, while steadily building for an evolving future, are hallmarks ofPartnering with Life Storage since our formation—as illustratedis also a natural next step in this long-term total shareholder return chart. We have brought the same discipline and visionExtra Space’s growth journey. Together, we will be able to our own board, as our orderly refreshment, including the planned retirement of another one of our founders and our steadily increasing diversity. We plan, in future years,build on both companies’ strong foundations to write to you about how some of our evolving initiatives are bearing fruit and encourage you to read more about what my fellow directors and I worked to address this yearwin in the pages that follow.marketplace, deliver best-in-class customer service and drive significant, sustainable value to shareholders.

ThankOn behalf of the entire Board, I thank you for your investment—investment and faith—support. We respectfully ask you for your voting support on the items contained in us.the proxy.

Sincerely,

Mark G. Barberio

Non-Executive Chair of the Board

April •, 202113, 2023

6467 Main Street

Williamsville, New York 14221

Dear Shareholders:

The Notice and Proxy Statement that follow contain details about our 20212023 Annual Meeting of 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 the eight directorsdirector nominees named in the proxy statement to serve until the 20222024 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 2021, “FOR” the proposal to amend the Charter of the Company to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, and2023, “FOR” the proposal to approve the compensation of the Company’s executive officers, and “FOR” for a frequency of “One Year” for future advisory votes on the compensation of the Company’s executive officers.

In an effort to exercise caution with regard to the ongoing public health impact of COVID-19, and to support the health and well-being of our shareholders, partners and employees, thisThis year’s Annual Meeting will be a virtual meeting held exclusively online via live webcast and will not be held at a physical location. You will be able to attend the Annual Meeting, vote your shares electronically, and submit questions in writing during the meeting by visiting www.virtualshareholdermeeting.com/LSI2021LSI2023 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, and we believe that hosting a virtual meeting will enable more of our Shareholders to attend and participate in the meeting since our Shareholders can participate from any location around the world with Internet access.

This Proxy Statement and form of proxy are first being made available to Shareholders on April •, 2021.13, 2023.

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Life Storage, Inc. (the “Company” or “Life Storage”), which will be a virtualan online webcast meeting accessible at www.virtualshareholdermeeting.com/LSI2021LSI2023, will be held on Thursday, May 27, 2021,18, 2023, at 9:00 a.m. (E.D.T.), to consider and take action on the following:

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, 2020 (the “2020 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, 2020 Annual Report and proxy for the Annual Meeting, and how to vote online at 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. GregoireAlexander E. Gress

Secretary

Williamsville, New York

April •, 202113, 2023

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 •, 2021.13, 2023.

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 20212023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually over the Internet on Thursday, May 27, 202118, 2023 at 9:00 a.m. (E.D.T.), 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 visiting www.virtualshareholdermeeting.com/LSI2021LSI2023 and entering your unique voter identification number. This Proxy Statement and form of proxy are first being made available to Shareholders on April •, 2021.13, 2023.

Voting Matters

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COMPANY BRIEF

Life Storage Locations as of December 31, 2022

As of 12/31/2022

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OUR DIRECTORS

PROPOSAL 1. ELECTION OF DIRECTORS

WHAT DID WE DO?

There are yearsYet again, we posted another banner year in 2022. We accomplished a record performance across almost all measures, taking advantage of strong storage fundamentals while implementing new technologies. These new heights were driven by our same-store revenue and net operating income which boards’ actions must become more rapid, more time consuming,grew 15.2% and more wide-ranging. The year 2020 was such19.4%, respectively, resulting in our core funds from operations per share growing by 28.4%. These technologies pushed our operational efficiencies further as well leading to improved operating margins of 250 basis points year-over-year with a year, asroadmap to further improve margins in the unprecedented scale and unknowns of the pandemic and the accompanying societal changes required us to explore and prepare for an exceptionally wide array of challenges and potential outcomes.near future.

We, the members ofAs a team, the Board came together with ourand senior leadership teamremain focused on investing in people, process, and technology, in order to supportcontinue progressing towards our people,long-term sustainable growth while adhering to our core values of teamwork, respect, accountability, integrity, and innovation. Our Board’s guiding principles not only govern our business operations and conduct, but also ensure we consistently deliver long-term value to all of our stakeholders, including our employees, customers, communities, and our communities throughout the year. shareholders.

A few highlights of our leadership focus include:

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We also continued to focus on our own governance. We know that planned, steady board refreshment is both one of the most important, and one of the most difficult, responsibilities that a board has. In 2021, we are saying farewell to one of our visionary founders, Charles E. Lannon, as we welcomed Susan Harnett to our Board.

With this background we encourage you to review our individual bios to get a fuller picture of what each of us brings to the boardroom to serve you, Life Storage’s shareholders.

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The Board of Directors is soliciting proxies herein and it is intended that such proxies 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 toagainst 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 broker non-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.

The nominees 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 Corporate 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.

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		Mark G. Barberio   Age: 5860   DirectorChair of the Board   Independent: Yes   Director Since: 2015

Experience:

 

Principal, Markapital, LLC, a business and M&A consulting firm (2013 – present)

 

•

Co-Chief Executive Officer, Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company (2009 – 2013); Chief Financial Officer (2004 – 2013); joined 1985

Co-Chief Executive Officer, Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company (2009 – 2013); Chief Financial Officer (2004 – 2013); joined 1985

Other Boards:

 

Gibraltar Industries, Inc., a publicly listed leading manufacturer and distributor of building products (present)

 

Endo International plc, a publicly listed pharmaceutical company (present)

•

Endo International plc, a publicly listed pharmaceutical company; non-executive Chair (present)

 

Rochester Institute of Technology Board of Trustees (present)

 

Exide Technologies, a privately held global battery manufacturer and distributor (2015 – 2020)

 

Paragon Offshore Limited, an oil and gas drilling company (2017 – 2018)

Qualification Experience:

 

StrategicOperational strategy development

 

Finance and capital markets

 

Management and operations

Real estate

 

InvestorFinancial literacy

Corporate Governance and compensation

Public company executive and board experience including experience with investor relations

		Joseph V. Saffire   Age: 5153   CEO and Director   Independent: No   Director Since: 2019

Experience:

 

Chief Executive Officer of the Company (March 1, 2019 – present); Chief Investment Officer of the Company (November 2017 – February 2019)

 

Executive Vice President and Head of Commercial Banking, First Niagara Bank (2014 – 2016)

 

Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa, Wells Fargo Bank (2012 – 2014)

 

Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany, HSBC Bank plc (2010 to 2012); Executive Vice President and Regional President – Corporate and Commercial Banking in the United States (2007 – 2010); joined 1992

Qualification Experience:

 

StrategicOperational strategy development

 

Finance and capital markets

 

ManagementReal estate and operationsself-storage

 

Real estateFinancial literacy

 

InvestorPublic company executive including experience with investor relations

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		Stephen R. Rusmisel   Age: 7577   Director   Independent: Yes   Director Since: 2012

Experience

 

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

 

Partner, Pillsbury, Winthrop, Shaw, Pittman LLC (and its predecessor firm, Winthrop, Stimson, Putnam & Roberts) (1980 – 2016)

Lead Independent Director of the Company (2014 – 2018)

 

During his more than 45 years as an attorney, counseled clients in general corporate, securities, and business matters, with an emphasis on M&A, provided advice to audit committees of public companies, and made numerous presentations to boards of directors regarding board fiduciary duties, corporate governance matters, risk management and transactional matters

 

Lectured and published numerous articles on corporate governance and transactional issues

Other Boards:

 

Church of the Blessed Sacrament Board of Trustees; finance counsel chair (present)

 

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

Qualification Experience:

 

Corporate governance and compensation

 

Accounting and financeOperational strategy development

 

Enterprise risk managementRisk Management

 

StrategicReal estate and transactional mattersself-storage

Financial literacy

Finance and capital markets

		Arthur L. Havener, Jr.   Age: 5456   Director   Independent: Yes   Director Since: 2015

Experience:

 

Principal, Stampede Capital LLC, a real estate advisory and investment firm (2007 – present)

 

Vice President and head of real estate, A.G. Edwards and Sons Inc. (2002–(2002 – 2007)

Graduate Director Education Program – Institute of Corporate Directors

Other Boards:

 

Nobility Homes, Inc., a builder and retailer of manufactured homes (present)

 

Boardwalk REIT, a public Canadian Real Estate Investment Trust, Lead Trustee (present)(2007 – 2022)

 

MDC North American Real Estate Fund I, a private real estate equity fund (2007 – 2009)

 

Alderman and Chair of the Finance Committee in the municipality of Sunset Hills, Missouri (formerly)

Qualification Experience:

 

Real estate and self-storage, including REIT strategy

 

Corporate governance and compensation

 

Private equityOperational strategy development

 

Finance and capital markets, including private equity experience

 

REIT strategyFinancial literacy

Public company board

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE

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HOW WENOMINEES ARE SELECTED AND ELECTED

In identifying and evaluating the individual director nominees that it recommends to the Board of Directors, the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors:

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 business, and the ability to attend and prepare for Board of Directors, committee and Shareholder meetings. Candidates should represent the interests of all Shareholders and not 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 20222024 Annual Meeting.”

The Nominating, Governance and Corporate Responsibility Committee is committed to incorporating diversity in all its forms including diversity of attributes, skills, experiences, backgrounds, and demographics, including race, ethnicity, and gender, all with a view to identify candidates that can assist the Board of Directors with its decision making. The Nominating, Governance and Corporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the Company’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 of the Board of Directors will build a board that is

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active, collegial and responsive to the needs of the Company. In addition, the Nominating, Governance and Corporate Responsibility Committee recognizes the importance of diversity of race, ethnicity 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 normal succession planning process.

The Company does not have a mandatory retirement age for directors as the Company believes that the composition of the Board should include not only appropriate experience and expertise, but also take into account the need for differing perspectives. As a result, the composition of the Board has evolved over time. The nominees for the Board, as a whole, reflect this balance. AllSeven of the eight nominees have served on the Board for less than ten years or less, with five of the eight nominees serving on the Board for fourfive years or less.

Director Independence

The Board of Directors has reviewed all transactions or relationships between each director, director nominee, or any member of his or her immediate family and the Company, its senior management and its independent registered public accounting firm. Based on this review and as required by the independence standards of the New York Stock Exchange (“NYSE”), the Board of Directors has affirmatively determined that all directors, other than Messrs. Rogers and Saffire, are independent from management and its independent registered public accounting firm within the meaning of the NYSE listing standards and as defined in the rules and regulations of the Securities and Exchange Commission (“SEC”). There were no transactions, relationships or arrangements with any director or director nominee determined to be independent that were required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities and Exchange Act of 1934 that the Board of Directors considered as part of such review.

Board Orientation, Education and Self-Assessment.

Each independent director, upon initial election to the Board, undergoes a rigorous orientation wherein such director meets all of the members of senior management, and attends presentations concerning the Company’s core disciplines, including marketing, sales, revenue management, acquisition and due diligence procedures, security and controls.

In addition to new director orientation, our directors regularly participate in continuing education to maintain the skills necessary to perform their duties and responsibilities and to keep abreast of industry trends, legal and regulatory developments and corporate governance practices. These include participation in NAREIT and other conferences, various presentations by outside advisors and consultants at board meetings and retreats, regular discussions with management and the opportunity to attend various external board education programs and membership in the National Association of Corporate Directors.

The Board of Directors performs an evaluation of its performance at least annually to determine whether it is functioning effectively. Each Board committee also performs an annual evaluation of its performance.

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HOW WE ARE ORGANIZED

Board Leadership Structure.

Mark G. Barberio serves as the Company’s non-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 on day-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 of the Board of Directors and Board Committees

Board 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 continue to be as follows:

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20202022 Attendance at Board and Committee Meetings.

The chart below sets forth director attendance at Board and Committee Meetings in 20202022 based upon each director’s term on the Board and each Committee. Ms. Harnett was elected to the Board on February 12, 2021 and therefore did not attend any meetings of the Board or its Committees in 2020.

Board of Directors.

The Board of Directors held 13six meetings during the year ended December 31, 2020.2022. Each director attended 100% of the meetings held by the Board of Directors during such director’s tenure on the Board.Directors. Additionally, each director attended 100% of the meetings held by all committees on which he or she served, with the exception of Mr. Rusmisel who was excused from one meeting of the Compensation and Human Capital Committee for good reason.served. Our non-employee directors meet in executive session in conjunction with regularly scheduled meetings of the Board of Directors at least twice per year and on other occasions, as necessary, in accordance with the Company’s Corporate Governance Principles. Mark G. Barberio serves as Chair of the Board and he has presided at meetings of the Company’s directors.

The Company’s policy is that all directors should attend the Annual Meeting of Shareholders, either virtually or in-person (as applicable), absent a good reason. All eight directors who were then on the Board of Directors attended the 20202022 Annual Meeting of Shareholders (the “2020“2022 Annual Meeting”) virtually..

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 at www.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,Alexander E. Gress, Secretary, or by telephone (716) 633-1850.

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Audit and Risk Management Committee.

The Audit and Risk Management Committee is composed of Messrs. Havener, Rusmisel, Lannon, and Pettinella, and Mses. Hamilton and Harnett. Mr. Havener serves as Chair. Ms. Harnett was appointed to the Audit and Risk Management Committee effective February 12, 2021. The Audit and Risk Management Committee oversees the accounting and financial reporting processes and audits of the financial statements of the Company, along with the strategic, compliance and operational risk, including environmental, social, and governance (“ESG”) risk, based on the Company’s enterprise risk management assessment. 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, the Company’s risk management practices, and compliance with ethics policies and legal and regulatory requirements, including data privacy and cybersecurity.

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 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 at www.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 fivefour meetings during 2020.2022. 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, Ms.and Mses. Hamilton and Ms. Harnett, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Rusmisel serves as Chair. Ms. Harnett was appointed to the Compensation and Human Capital Committee effective February 12, 2021. The Compensation and Human Capital Committee makes decisions with respect to compensation of the executive officers of the Company (the “Executive Officers”), reviews and recommends to the full Board of Directors director compensation levels and programs, and administers the Company’s 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 company-wide

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The Compensation and Human Capital Committee met sevenfive times during 2020.2022. 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 NFP Compensation Consultants, formerly Longnecker & Associates (“NFP” or “Independent Consultant”) 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 determined that there were no conflicts of interest or issues related to independence during 20202022 that would impact the advice to the Compensation and Human Capital Committee from Longnecker & AssociatesNFP and the representatives of Longnecker & AssociatesNFP 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 “OUR PAY” and in its charter, which can be found on the Company’s web site at www.lifestorage.com.

Nominating, Governance and Corporate Responsibility Committee.

The Nominating, Governance and Corporate Responsibility Committee of the Board of Directors serves as the Company’s nominating committee. The Nominating, Governance and Corporate Responsibility Committee is composed of Messrs. Havener, Barberio, Pettinella, and Rusmisel, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Pettinella serves as Chair of the Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee’s functions are set forth in its charter, which can be found on the Company’s website at www.lifestorage.com, and include assisting the Board of Directors by identifying individuals qualified to become Board members, with a

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applicable to the Company, leading the Board of Directors in its annual review of the Board’s performance, and recommending the director nominees for each committee as further described in “HOW WENOMINEES ARE SELECTED AND ELECTED”. In addition, the Nominating, Governance and Corporate Responsibility Committee oversees and reviews the Company’s strategies, activities and policies regarding environmental, social, and governance (“ESG”)ESG matters. The Nominating, Governance and Corporate Responsibility Committee must annually review the adequacy of its charter and its own performance. The Nominating, Governance and Corporate Responsibility Committee met threetwo times during 2020.2022.

HOW WE GOVERN AND ARE GOVERNED

Corporate Governance Guidelines.

The Board of Directors has adopted Corporate Governance Principles which can be found on the Company’s website at www.lifestorage.com or which can be mailed to any Shareholder upon request either to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716) 633-1850.

Our Corporate Governance Principles require, among other things, that a majority of directors on the Board of Directors meet the criteria for independence defined by the NYSE. Our governance structure includes, in addition, provisions for majority voting, annual director elections, one-share, one-vote and special meeting voting rights. We believe our corporate governance provisions, our approach to Board governance and our management of ESG and compensation issues collectively put us in a strong position to deliver sustainable returns to shareholders while supporting our many stakeholder constituents.

Code of Ethics and Code of Ethics for Senior Financial Officers and Directors.

All of the Company’s directors and employees, including the Executive Officers, are required to comply with the Company’s Code of Ethics to help ensure that the Company’s business is conducted in accordance with the highest standards of moral and ethical behavior. The Company also has a Code of Ethics for Senior Financial Officers applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, each of whom is also bound by the provisions set forth in the Code of Ethics relating to ethical conduct, conflicts of interest and compliance with the law. The Code of Ethics and Code of Ethics for Senior Financial Officers are published on the Company’s web site at www.lifestorage.com. The Company intends to disclose any changes in or waivers of its Code of Ethics and Code of Ethics for Senior Financial Officers by posting such information on the Company’s website. A printed copy of the Code of Ethics and the Code of Ethics for Senior Financial Officers 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.

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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.

The Role of the Board of Directors in the Company’s Risk Oversight Process.

The Company’s Board of Directors is responsible for overseeing the Company’s risk management processes and enterprise risk management. Certain areas of this responsibility have been delegated by the Board of Directors to the Audit and Risk Management Committee, the Compensation and Human Capital Committee and the Nominating, Governance and Corporate Responsibility Committee, each with respect to the assessment of the Company’s risks and risk management in its respective areas of oversight. The Audit and Risk Management Committee oversees risks related to internal controls and procedures, cybersecurity, and conflicts of interest and code of ethics matters. The Compensation and Human Capital Committee oversees risks related to compensation practices. The Nominating, Governance and Corporate Responsibility Committee oversees risks related to governance matters. The full Board of Directors has primary responsibility for evaluating strategic and operational risk management, and succession planning. The Board receives regular updates from management on operational and other risks facing the Company. The Board committees and the full Board of Directors focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board of Directors’ objectives. While the Board of Directors oversees the Company’s risk management, Company management is responsible for day-to-day risk management processes. The Company believes this division of responsibilities is the most effective approach for addressing the risks facing the Company.

Compensation Risk Assessment.

With respect to compensation risk, the Compensation and Human Capital Committee has considered the Company’s compensation policies and practices and has concluded that they are not reasonably likely to have a material adverse effect on the Company.

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HOW TO COMMUNICATE WITH US

Complaint Procedure; Communications with Directors.

The Board of Directors believes it can be valuable to cast a wide net for information and input to inform its discussions and decisions. It has therefore established numerous practices to enable it to do so. These practices include, but are not limited to:

The Board of Directors has 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. 6144295-6833 or by writing to the Company’s secretary.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 communication.

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 Whistleblower Policy & Procedures, which is published on the Company’s web site at www.lifestorage.com. A printed copy of the Company’s Whistleblower Policy & 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.

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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, 2020.2022. Directors who are not Outside Directors are not paid any compensation for their service as directors. Ms. Harnett was appointed to the Board on February 12, 2021 and therefore did not receive any compensation as a director in 2020. All share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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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.

In May 2020, the Company’s 2020 Outside Directors’ Stock Award Plan (the “2020 Directors’ Plan”) was voted on and approved at the Company’s 2020 annual Shareholders’ meeting. The Company’s 2020 Directors’ Plan replaced the Company’s Amended and Restated 2009 Outside Directors’ Stock Option and Award Plan which expired on May 21, 2020. The 2020 Directors’ Plan provides that at the close of each annual Shareholders’ meeting, each Outside Director may be granted a number of shares of restricted stock as determined by the Board in its discretion. Any restricted stock granted under this plan vests one year following the date of grant if the applicable Outside Director is a member of the Board of Directors as of the vesting date; provided, however, that the restricted stock immediately vests upon either (i) the Outside Director’s death or disability while serving on the Board of Directors, or (ii) a Significant Corporate Event as defined in the 2020 Directors’ Plan.

In 2022, the value of the awards awarded to each Outside Director under the 2020 Directors’ Plan was $110,000, with the number of shares awarded being such amount divided by the fair market value of the Company’s stock on the date of grant.

The Board has elected to increase the annual fee payable to each non-employee director to $85,000, and the annual fee paid to each member of the Compensation and Human Capital Committee to $10,000. In addition, the Board has elected to eliminate the $1,000 fee paid to all directors for attendance at special meetings. Such changes will become effective after the Company’s 2023 Annual Meeting. The Board elected to leave all other forms of director compensation unchanged from those in effect subsequent to the Company’s 2022 Annual Meeting.

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 Stock and deferred compensation units having an aggregate market value equal to threefive times the base annual fee paid to the Outside Directors. Directors have five years to meet

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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 March 30, 2021April 10, 2023 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 76,423,79685,087,900 shares of Common Stock outstanding as of March 30, 2021.April 10, 2023. 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, 20202022 (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. All share and per share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

(1)    Includes the actual number of shares issued in January 2021February 2023 (50,884) related to performance-based awards issued on December 29, 2017 (43,532)19, 2019 and the maximum number of shares (182,046)(178,110) that could be issued as part of the performance-based awards issued in 2018, 20192020, 2021, and 2020.2022. The actual number of shares to be issued as part of the performance-based awards issued in 2018, 20192020, 2021 and 20202022 will be determined at the end of the three-year performance periods in 2021, 20222023, 2024 and 2023,2025, respectively. See Note 9 to the Company’s consolidated financial statements included in the 20202022 Annual Report.

(2)    The 2009 Outside Directors’ Stock Option and Award Plan expired on May 21, 2020 and was replaced by the 2020 Outside Directors’ Stock Award Plan. Therefore, no securities are available for future issuance under the 2009 Outside Directors’ Stock Option and Award Plan at December 31, 2020.2022.

(3)    Under the Deferred Compensation Plan for Directors, non-employee directors Directors may defer all or part of their directors’Directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under the planPlan will be credited to each director’sDirectors’ account under the planPlan in the form of Units. The number of Units credited is determined by dividing the amount of directors’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’Directors’ fees otherwise would be paid by the Company. A directorDirector is credited with additional Units for dividends on the shares of Common Stock represented by Units in such director’sDirectors’ account. A directorDirector may elect to receive the shares in a lump sum on a date specified by the directorDirector 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 March 30, 2021April 10, 2023 based on 76,423,79685,087,900 shares of Common Stock outstanding as of such date. All share amounts in the table and related footnotes below reported as of December 31, 2020 have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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OUR AUDITORS

PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based 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 for the year ending December 31, 2021.2023. 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 20202022 and 20192021 by Ernst & Young LLP were as follows:

Audit fees include fees for the audit of the Company’s consolidated financial statements, interim reviews of the Company’s quarterly financial statements, and the audit of the Company’s internal controls over financial reporting. Included in audit fees for 20202022 and 20192021 are $350,000$89,000 and $220,000,$475,000, respectively, related to the Company’s public bond offerings,offering and common stock offerings and SEC comment letter responses.offerings. Tax fees include fees for services relating to tax return preparation, tax compliance, transaction tax due diligence, tax planning and tax advice. All other fees relate to technology access.

The Audit and Risk Management Committee has adopted a policy that requires its advance approval for all audit, audit-related, tax and other services to be provided by the independent registered public accounting firm to the Company. The Audit and Risk Management Committee has delegated to its Chair authority to approve permitted services, provided that the Chair reports any decisions to the Audit and Risk Management Committee at its next scheduled meeting. During 2020,2022, all fees for audit services, all fees for audit-related services and all fees for tax services were approved under this policy.

Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast, provided a quorum is present at the meeting. For purposes of the vote on this proposal, abstentions and brokers non-votes will not be counted as votes cast and will have no effect on the results of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Although Shareholder approval is not required, the Company

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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 2021.2023. Even if the appointment of Ernst & Young LLP is ratified, the Audit and Risk Management Committee may, in its discretion, change the appointment at any time during the year should it determine that such a change would be in the best interests of the Company and its Shareholders. If the Company’s Shareholders do not ratify this appointment, the Audit and Risk Management Committee may consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

THE AUDIT AND RISK MANAGEMENT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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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 the 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, 20202022 be included in Life Storage Inc.’s 20202022 Annual Report 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

SUSAN HARNETT

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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Required Vote for Proposal 3

Approval of the amendment to the Charter requires the affirmative vote of Shareholders entitled to cast two-thirds of the votes entitled to be cast at the meeting. Abstentions and broker non-votes will not be counted as votes cast and will have the effect of a vote against the amendment to the Charter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY’S CHARTER

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Established a

Environmental Highlights

Life Storage owns or operates more than 9251,150 self-storage facilities encompassing approximately 6788 million square feet in 3237 states and Ontario, Canada.the District of Columbia. As a REIT and a facility owner and operator, we are responsible for monitoring and minimizing our environmental impact.

Energy Efficiency Measures

Self-storage facilities are inherently resilient and have low environmental impacts relative to other industries and asset classes due to low energy and water utilization and minimal customer and employee traffic. However,Despite this, we workstill strive to further reduce ourthe environmental impact through:that we do have by establishing energy efficiency measures that are implemented and maintained across our portfolio.

Renewable Energy Program

More than 30 Life Storage wholly owned facilities must meet internally established energy efficiency standards that are equipped with more than 40 solar arrays. To date, our renewable energy program has generated 20 GWh of energy.that are implemented during building design, construction and facility operations and maintenance.

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Heating & Cooling

Lighting