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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
December 18, 2020
Date of Report (Date of Earliest Event Reported)
 
 
LIFE STORAGE, INC.
LIFE STORAGE LP
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Maryland
   
(Life Storage, Inc.)
 
1-13820
 
16-1194043
 
Delaware
(Life Storage LP)
 
0-24071
 
16-1481551
(State or Other Jurisdiction
Of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
6467 Main Street
Williamsville, New York 14221
(Address of Principal Executive Offices)
(716)
633-1850
(Registrants’ Telephone Number, Including Area Code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (
see
General Instruction A.2. below):
 
Written Communication 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))
Securities registered pursuant to Section 12(b) of the Act:
Life Storage, Inc.:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $.01 par value
 
LSI
 
New York Stock Exchange
Life Storage LP:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Life Storage, Inc.:
Emerging growth company  
Life Storage LP:
Emerging growth company  
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.
Life Storage, Inc.  ☐
Life Storage LP  ☐
 
 
 

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2020, Life Storage, Inc. (the “Company”), through action of the Compensation Committee of the Company’s Board of Directors (the “Committee”), made incentive awards to the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer by grant of restricted stock awards and performance-based awards under the terms of the Company’s 2015 Award and Option Plan. The restricted stock grants consist of long term incentive restricted stock awards vesting over a five year period. The performance-based awards grant an award payable in shares of common stock of the Company based upon the Company’s relative total shareholder return over a three year period as compared to a defined peer group. If threshold performance is not achieved, no shares will be awarded. Provided threshold performance is achieved, an applicable percentage of the target number of shares between 25% and 200% will be awarded, with 25% of the target number of shares being awarded if threshold performance is achieved, 100% of the target number of shares being awarded if target performance is achieved and 200% of the target number of shares being awarded if maximum performance is achieved.
Details of awards made to each officer are set forth below:
 
Officer
  
Long Term

Incentive Restricted

Stock Awards
1
    
Target Number

of Performance

Shares
2
 
Joseph Saffire, Chief
 
Executive Officer
     12,203 shares        12,203 shares  
Andrew J. Gregoire, Chief Financial Officer
     3,787 shares        3,787 shares  
Edward F. Killeen, Chief Operating Officer
     3,787
 
shares
       3,787 shares  
 
(1)
Vest over 5 years.
(2)
No shares will be awarded if threshold performance is not achieved. Provided threshold performance is achieved, an applicable percentage of the target number between 25% and 200% will be awarded, with 25% of the target number of shares being awarded upon threshold performance, 100% of the target number of shares being awarded upon target performance and 200% of the target number of shares being awarded upon maximum performance.
The foregoing description of the long term incentive restricted stock awards and the performance-based awards are qualified in their entirety by the terms of the forms of Long Term Incentive Restricted Stock Award Notice and Performance-Based Award Notice, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K,
respectively, which exhibits are incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.
  
Description
10.1    Form of Long Term Incentive Restricted Stock Award Notice
10.2    Form of Performance-Based Award Notice
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
LIFE STORAGE, INC.
Date: December 18, 2020      
  By  
/s/Andrew J. Gregoire
    Name: Andrew J. Gregoire
    Title: Chief Financial Officer
 
LIFE STORAGE LP
Date: December 18, 2020   By:   LIFE STORAGE HOLDINGS, INC., as General Partner
  By  
/s/Andrew J. Gregoire
    Name: Andrew J. Gregoire
    Title: Chief Financial Officer