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Section 1: 8-K (8-K)

cube_2019 Shareholder Vote_8K

 

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 16, 2019 (May 14, 2019)

 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Maryland (CubeSmart)
Delaware (CubeSmart, L.P.)

001-32324

000-54462

20-1024732
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 5.07    Submission of Matters to a Vote of Security Holders. 

 

The 2019 Annual Meeting of shareholders of CubeSmart (the “Company”) was held on May 14, 2019.  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 2019, 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

 

166,038,602

 

1,698,938

 

10,346,619

Dorothy Dowling

 

166,038,637

 

1,698,903

 

10,346,619

John W. Fain

 

164,415,083

 

3,322,457

 

10,346,619

Marianne M. Keler

 

165,148,188

 

2,589,352

 

10,346,619

Christopher P. Marr

 

166,748,849

 

988,691

 

10,346,619

Deborah Ratner Salzberg

 

165,582,809

 

2,154,731

 

10,346,619

John F. Remondi

 

166,559,895

 

1,177,645

 

10,346,619

Jeffrey F. Rogatz

 

165,318,501

 

2,419,039

 

10,346,619

 

Proposal 2:  Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

 

 

 

 

 

Votes For

    

Votes Against

 

Abstentions

174,635,290

 

3,411,278

 

37,590

 

Proposal 3:  Advisory vote on the compensation of the Company’s named executive officers.

 

 

 

 

 

 

 

 

Votes For

    

Votes Against

 

Abstentions

 

Broker Non-Votes

155,172,812

 

12,486,311

 

78,416

 

10,346,619

 

 

 

 

 

2

 


 

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 16, 2019

By:

/s/ Jeffrey P. Foster

 

Name:

Jeffrey P. Foster

 

Title:

Senior Vice President, Chief Legal Officer & Secretary

 

 

 

 

 

 

 

CUBESMART, L.P.

 

 

 

 

By:

CUBESMART, its general partner

 

 

 

Date: May 16, 2019

By:

/s/ Jeffrey P. Foster

 

Name:

Jeffrey P. Foster

 

Title:

Senior Vice President, Chief Legal Officer & Secretary

 

 

 

 

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