UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 17, 2022
CUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Maryland (CubeSmart) | 001-32324 | 20-1024732 |
Delaware (CubeSmart, L.P.) | 000-54462 | 34-1837021 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
5 Old Lancaster Road |
Malvern, |
Pennsylvania |
19355 |
(Address of Principal |
Executive Offices) |
(610) 535-5000
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
Common Shares, $0.01 par value per share, of CubeSmart | | CUBE | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging Growth Company (CubeSmart) ☐
Emerging Growth Company (CubeSmart, L.P.) ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
CubeSmart ☐
CubeSmart, L.P. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2022, the CubeSmart (the “Company”) entered into new indemnification agreements (the “Indemnification Agreements”) with its trustees and executive officers. The Company also expects to enter into similar indemnification agreements with its future trustees and executive officers. The Indemnification Agreements replace and supersede previous indemnification agreements between the Company and each of its trustees and executive officers. The changes to the previous indemnification agreements reflected in the new Indemnification Agreements are administrative in nature. Consistent with the previous indemnification agreements, the new Indemnification Agreements provide for indemnification rights to the maximum extent permitted under Maryland law (including indemnification against certain liabilities that may arise in connection with the indemnitee’s status or service as one of the Company’s trustees, executive officers or agents or in such indemnitee’s capacity at other specified entities at which the indemnitee serves at the Company’s request) and to advance such indemnitee’s expenses incurred as a result of any proceeding for which the indemnitee may be entitled to indemnification. The Indemnification Agreements are in addition to any other rights an indemnitee may have under the Company’s organizational documents or applicable law.
The foregoing summary description of the material terms of the Indemnification Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02(e) by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of shareholders of the Company was held on May 17, 2022. At the meeting, the Company’s shareholders voted on: (1) the election of eight trustees, (2) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022, and (3) an advisory vote regarding the compensation of the Company’s named executive officers. The voting results on these proposals were as follows:
Proposal 1: Election of eight trustees.
| | | | | | |
|
| Votes For |
| Withheld | | Broker Non-Votes |
Piero Bussani | | 188,116,917 | | 6,026,827 | | 11,272,211 |
Dorothy Dowling | | 189,536,135 | | 4,607,609 | | 11,272,211 |
John W. Fain | | 192,154,660 | | 1,989,084 | | 11,272,211 |
Jair K. Lynch | | 193,863,827 | | 279,917 | | 11,272,211 |
Christopher P. Marr | | 193,196,228 | | 947,516 | | 11,272,211 |
Deborah Ratner Salzberg | | 188,187,452 | | 5,956,292 | | 11,272,211 |
John F. Remondi | | 180,139,585 | | 14,004,159 | | 11,272,211 |
Jeffrey F. Rogatz | | 186,933,814 | | 7,209,930 | | 11,272,211 |
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| | | | |
Votes For |
| Votes Against | | Abstentions |
198,305,385 | | 6,945,547 | | 165,023 |
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
| | | | | | |
Votes For |
| Votes Against | | Abstentions | | Broker Non-Votes |
177,403,075 | | 16,527,561 | | 213,108 | | 11,272,211 |
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Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
Exhibit No. |
| Description |
Form of Indemnification Agreement for Trustees and Executive Officers. | ||
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CUBESMART | |
| | |
Date: May 17, 2022 | By: | /s/ Jeffrey P. Foster |
| Name: | Jeffrey P. Foster |
| Title: | Chief Legal Officer & Secretary |
| | |
| CUBESMART, L.P. By: CubeSmart, its general partner | |
| | |
Date: May 17, 2022 | By: | /s/ Jeffrey P. Foster |
| Name: | Jeffrey P. Foster |
| Title: | Chief Legal Officer & Secretary |
| | |
| | |
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