UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

Current Report
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 2, 2016

 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

5 Old Lancaster Road, Malvern, Pennsylvania 19355

(Address of Principal Executive Offices)

 

(610) 535-5700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 1, 2016, at the 2016 Annual Meeting of Common Shareholders (the “Annual Meeting”) of CubeSmart (the “Company”), the shareholders approved an amendment and restatement of the Company’s 2007 Amended and Restated Equity Incentive Plan (the “Plan”).

 

A summary of the material terms of the Plan can be found in the section of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 14 entitled “Proposal 2: Amendment and Restated of Our 2007 Equity Incentive Plan”, which summary is incorporated herein by reference.

 

The foregoing summary is qualified in its entirety by reference to the Plan, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of the Company was held on June 1, 2016, at which the Company’s shareholders voted on: (1) the election of eight trustees, (2) a proposal to amend and restate the Company’s 2007 Equity Incentive Plan to increase the number of shares available for grant thereunder, (3) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016, and (4) 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
William M. Diefenderfer III		154,567,499		1,334,513		6,116,697
Piero Bussani		155,646,038		255,974		6,116,697
John W. Fain		155,643,220		258,792		6,116,697
Marianne M. Keler		155,647,460		254,552		6,116,697
Christopher P. Marr		155,649,006		253,006		6,116,697
John F. Remondi		155,619,245		282,767		6,116,697
Jeffrey F. Rogatz		155,645,503		256,509		6,116,697
Deborah R.Salzberg		155,643,220		258,792		6,116,697

 

Proposal 2:  Proposal to amend and restate our Amended and Restated 2007 Equity Incentive Plan to increase the number of shares available for grant thereunder.

 

Votes For		Votes Against		Abstentions
148,705,966		6,950,963		245,083

 

Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

 

Votes For		Votes Against		Abstentions
161,702,086		306,561		10,062

 

Proposal 4:  Advisory vote on the compensation of the Company’s named executive officers.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
150,921,658		4,439,600		540,754		6,116,697

 

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Item 9.01                                           Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.
99.1		CubeSmart Amended and Restated 2007 Equity Incentive Plan (Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 14, 2016).

 

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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: June 2, 2016
	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: June 2, 2016
	By:	/s/ Jeffrey P. Foster
		Name: Jeffrey P. Foster
		Title: Senior Vice President, Chief Legal Officer & Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Title
99.1		CubeSmart Amended and Restated 2007 Equity Incentive Plan (Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 14, 2016).

 

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