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Public Storage

For the period ended May 7, 2024. Filed Mar 25, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2024 · Filed Mar 25, 2024

PSA$337.46-0.9%Stored close · as of Nov 6, 2026
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United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of

the Securities Exchange Act of 1934

☒ Filed by the Registrant☐ Filed by a Party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

PUBLIC STORAGE

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

701 Western Avenue

Glendale, California 91201

March 25, 2024

Dear Fellow Shareholders:

Our Company had another successful year in 2023, achieving record performance and making significant progress on our organic and external growth strategies. We achieved record revenues of $4.5 billion and record net operating income of $3.4 billion. We increased our portfolio by 13.9 million square feet through acquisitions, development, and redevelopment (with an estimated market value of $3.1 billion at stabilization), including our successful acquisition and integration of Simply Self Storage—our largest private acquisition to date. We also achieved the highest direct operating margin and revenue per available square foot among public self-storage real estate investment trusts.

Operationally, we continued to enhance the customer experience and transform our operating model, becoming the first public self-storage company to offer digital property access at 100% of our locations. We made significant progress on our sustainability efforts, and in 2023 we were pleased to be recognized as the U.S. self-storage leader on the GRESB benchmark. We also advanced employee growth and development and are proud again to have been named a Great Place to Work®.

We are pleased to invite you to attend our 2024 Annual Meeting of Shareholders (the Annual Meeting) on Tuesday, May 7, 2024, in New York, NY. We hope that you will attend the meeting in person. We encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common shares are represented at the meeting.

We furnish our proxy materials to shareholders primarily over the Internet. We believe this process expedites shareholders’ receipt of the materials, lowers the costs of the Annual Meeting, and conserves natural resources. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://materials.proxyvote.com/default.aspx?ticker=74460D.

Thank you for your continued interest in Public Storage.

Sincerely,

Joseph D. Russell, Jr.

President and

Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

March 25, 2024

To our shareholders:

On behalf of the Board of Trustees, I invite you to attend the 2024 Annual Meeting of Shareholders (the Annual Meeting) of Public Storage at 11:00 a.m. Eastern Time on Tuesday, May 7, 2024, at the Millennium Downtown New York, 55 Church Street, New York, New York 10007.

Items of Business

To elect eleven Trustees to our Board of Trustees;

To vote on an advisory resolution to approve the compensation of our named executive officers (Say-on-Pay);

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024; and

To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Record Date

Close of business on March 5, 2024.

Proxy Materials

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://materials.proxyvote.com/default.aspx?ticker=74460D.

Sincerely,

Nathaniel A. Vitan

Senior Vice President,

Chief Legal Officer and Corporate Secretary

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be Held on May 7, 2024: This Proxy Statement and our 2023 Annual Report on Form 10-K are available at the Investor Relations section of our website, publicstorage.com.

Page
PROXY STATEMENT SUMMARY1
2023 HIGHLIGHTS2
2023 Business Highlights2
2023 Compensation Highlights3
Corporate Responsibility and Sustainability4
PROPOSAL 1: ELECTION OF TRUSTEES10
Executive Summary11
Board Composition Highlights12
Board Evaluations and Nominations13
Board Qualifications13
Board Refreshment and Succession Strategy14
Board Focus on Diversity15
Nominee Qualifications16
Trustee Nominees Skills Summary17
Trustee Nominee Biographies18
Vote Required and Recommendation23
Corporate Governance24
Board Engagement and Oversight24
Governance Structure24
Board Leadership Structure24
Board Committees25
Proxy Access28
Board’s Role in Risk Oversight28
Cybersecurity30
Political and Charitable Contributions30
Board Orientation and Education30
Trustee Independence31
Communications with the Board31
Trustee Attendance31
Changes In Trustee Responsibilities and Commitments32
Trustee and Executive Officer Stock Ownership Guidelines32
Compensation of Trustees33
2023 Trustee Compensation36
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION37
Executive Summary38
Vote Required and Recommendation38
Our Named Executive Officers39

Public Storage | 2024 Proxy Statement |i

Page
Compensation Discussion and Analysis (CD&A)40
Overview of Compensation Philosophy and Practices40
Our 2023 NEO Compensation Program48
Cash Compensation49
Performance-Based Equity Compensation52
2023 Earned Incentive Compensation54
2024 Compensation Outlook and Enhancements57
Tax Deductibility of Executive Compensation—Section 162(m)60
Compensation and Human Capital Committee Report61
Executive Compensation Tables62
Potential Payments Upon Termination or Change in Control66
Pay Ratio Disclosure69
Pay Versus Performance Tables70
Share Ownership of Trustees and Management74
Additional Information about Trustees, Executive Officers, and Management76
PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm78
Executive Summary79
Fees Billed to the Company by EY for 2023 and 202279
Audit Committee Report80
Vote Required and Recommendation81
GENERAL INFORMATION ABOUT THE MEETING82
Purpose of Proxy Solicitation82
Important Notice Regarding Delivery of Security Holder Documents82
Date, Time, and Place of the Annual Meeting82
Who Can Vote83
Quorum for the Annual Meeting83
How Votes are Counted83
Trustee Nominees Who Do Not Receive a Majority of the Votes Cast83
How Proxies Will Be Voted83
How to Cast a Vote84
How to Vote as a Participant in the Company’s 401(k) Plan84
Changing Your Vote85
Cost of this Proxy Solicitation85
Contacting Our Transfer Agent85
Consideration of Candidates for Trustee85

ii | Public Storage | 2024 Proxy Statement

Page

Deadlines for Receipt of Shareholder Proposals86
Householding87
Your Vote is Important87
APPENDIX A – NON-GAAP MEASURESA-1
Core FFO per ShareA-2

Public Storage | 2024 Proxy Statement |iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.