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Global Self Storage Inc

For the period ended Apr 26, 2024. Filed Apr 26, 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.

Apr 26, 2024 · Filed Apr 26, 2024

SELF$4.84-0.4%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 (Amendment No. )

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

Global Self Storage, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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.

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3814 Route 44

Millbrook, New York 12545

www.GLOBALSELFSTORAGE.us

Millbrook, New York

April 26, 2024

Dear Fellow Stockholders,

In 2023, we delivered the highest total revenues in our history despite a competitive move-in rate environment and weakened demand due to a slowdown in the housing market and general economic headwinds. Our operational excellence enabled our team to finish the year strong, with a record-high same-store revenue per leased square foot, solid occupancy, and a peer leading average tenant duration of stay. Key milestones we achieved in 2023 include:

Record-high total revenues of $12.2 million with year-over-year growth of 2.1%.

Net income of $2.9 million, up from $2.1 million last year.

Record-high same-store revenue per leased square foot, which increased 2.4% to $16.34.

FFO of $4.2 million or $0.38 per diluted share.

AFFO of $4.4 million or $0.40 per diluted share.

Maintained and covered our annual dividend of $0.29 per common share.

Peer leading average tenant duration of stay of 3.4 years.

Maintained strong same-store occupancy at 89.3% as of year end as we optimized rental revenue.

Maintained disciplined approach to acquisitions as volatility in the capital markets created dislocation in the property transaction market.

Strong balance sheet comprised of $24.3 million in capital resources for executing our strategic business plan.

It is our pleasure to invite you to the Annual Meeting (“Meeting”) of Stockholders of Global Self Storage, Inc., a Maryland corporation (the “Company”), to be held on June 5, 2024 at 11:00 a.m. ET via a live audio webcast only atwww.virtualshareholdermeeting.com/SELF2024. Formal notice of the Meeting appears on the next pages and is followed by the Proxy Statement for the Meeting.

At the Meeting, you will be asked to: elect six directors (Proposal 1); ratify the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); and approve, on a non-binding, advisory basis, the Company’s executive compensation (Proposal 3).

THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

EACH OF THE NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3.

Your vote is important. Whether or not you plan to attend the Meeting, I urge you to authorize a proxy to vote your shares electronically through the Internet, by telephone, or, if you have requested and received a paper copy of the Proxy Statement, by completing, signing, and returning the paper proxy card enclosed with the Proxy Statement according to the instructions.

How to Vote

You may authorize a proxy to vote your shares by proxy in one of three ways:

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Internet: To submit your voting instructions via the Internet, go towww.proxyvote.com and enter the control number found on the enclosed proxy card.

By phone: To submit your voting instructions by phone, please call toll-free (800) 690-6903. Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call.

By mail: Complete the enclosed proxy card and return it in the enclosed postage-paid envelope.

On behalf of the board of directors and management of the Company, I thank you for your continued support.

Sincerely,

Mark C. Winmill

President and CEO

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Notice of Annual Meeting of Stockholders

To Be Held on June 5, 2024

Millbrook, New York

April 26, 2024

To the Stockholders:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Meeting”) of Global Self Storage, Inc., a Maryland corporation (the “Company,” “we,” “our,” or “us”), will be held on June 5, 2024 at 11:00 a.m. ET via a live audio webcast only atwww.virtualshareholdermeeting.com/SELF2024. As always, we encourage you to authorize a proxy to vote your shares prior to the Meeting. The Proxy Statement for the Meeting appears on the next pages. At the Meeting stockholders will consider and vote upon the following matters:

To elect to the board of directors each of the nominees, William C. Zachary, Thomas B. Winmill, Esq., George B. Langa, Mark C. Winmill, Russell E. Burke III, and Sally C. Carroll, Esq., to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify.

To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

To approve, on a non-binding, advisory basis, the Company’s executive compensation.

To transact any other business as may properly come before the Meeting or any postponement or adjournment thereof.

Each of the proposals is discussed in the Proxy Statement attached to this Notice. THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, HAS CONSIDERED EACH OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. The board of directors of the Company has fixed the close of business on March 20, 2024 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Meeting or any postponements or adjournments thereof.

Important Notice regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 5, 2024: This Proxy Statement and our 2023 Annual Report to Stockholders are available athttps://ir.globalselfstorage.us/sec-filings/all-sec-filings.

The Meeting will be held in a virtual meeting format only. Stockholders must use the following link to access the virtual meeting on the meeting date: www.virtualshareholdermeeting.com/SELF2024.

Upon accessing the link, stockholders must enter the control number found on their proxy card, voting instruction form or notice; otherwise, admittance to the Meeting will not be approved. There will be no physical meeting location established.

It is not necessary to attend the Meeting to vote your shares. To authorize a proxy to vote your shares by telephone or electronically using a smartphone, a tablet or the internet, follow the instructions on the proxy card. To authorize a proxy to vote your shares by mail, mark your vote on the proxy card and follow the mailing directions on the card. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card but do not mark any selections, your shares represented by that proxy will be voted as recommended by the board of directors. Whether or not you expect to attend the virtual meeting, we encourage you to authorize a proxy to vote your shares as soon as possible, in case you later decide not to attend the Meeting. Admittance to the Meeting will be limited to stockholders as of the close of business on the record date. If you hold your shares in “street name” through a brokerage firm, bank, broker-dealer or other intermediary, a notice was forwarded to you by such intermediary and you must follow the instructions provided by such intermediary regarding how to instruct such intermediary to vote your shares. If your shares are held

iv in “street name” and you desire to vote online during the virtual meeting, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the Meeting.

To authorize a proxy to vote your shares via the Internet, go towww.proxyvote.com and enter the control number found on the enclosed proxy card. You may also authorize a proxy to vote your shares by phone by calling toll free at (800) 690-6903. To authorize a proxy to vote your shares by mail, please complete, sign, and date the enclosed proxy card. You may use the enclosed postage-paid envelope to mail your proxy card or you may attend the Meeting virtually. Instructions for the proper execution of proxies are set forth inside the Proxy Statement. We ask for your cooperation in completing and returning your proxy promptly. The enclosed proxy is being solicited on behalf of the board of directors of the Company.

Sincerely,

Donald Klimoski II

Senior Vice President - Operations, General Counsel, Secretary, and

Chief Compliance Officer

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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and may avoid the time and expense to the Company involved in validating your vote if you fail to sign your proxy card properly.

Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration.

For example:

RegistrationValid Signature
Corporate Accounts
(1) ABC Corp.ABC Corp., by [title of authorized officer]
(2) ABC Corp., c/o John Doe TreasurerJohn Doe
(3) ABC Corp. Profit Sharing PlanJohn Doe, Director
Trust Accounts
(1) ABC TrustJane B. Doe, Director
(2) Jane B. Doe, Director, u/t/d 12/28/78Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.,John B. Smith
f/b/o John B. Smith, Jr. UGMA or UTMA
(2) Estate of John Doe, John B. Smith, Jr., ExecutorJohn B. Smith, Jr., Executor

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STATEMENT ON FORWARD LOOKING INFORMATION

Certain information presented in this Proxy Statement may contain “forward-looking statements” within the meaning of the federal securities laws including the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward looking statements can be identified by terminology such as “believes,” “plans,” “intends,” “expects,” “estimates,” “may,” “will,” “should,” or “anticipates,” or the negative of such terms or other comparable terminology, or by discussions of strategy. All forward-looking statements made by us involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results to be materially different from those expressed or implied by such statements. We may also make additional forward looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements. All forward-looking statements, including without limitation, our examination of historical operating trends and estimates of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith and our belief there is a reasonable basis for them, but there can be no assurance that our expectations, beliefs and projections will result or be achieved.

All forward looking statements apply only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise forward looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Proxy Statement. Any forward-looking statements should be considered in light of the risks referenced in “Item 1A. Risk Factors” included in our most recent annual report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). Such factors include, but are not limited to:

general risks associated with the ownership and operation of real estate, including changes in demand, risks related to redevelopment (including expansion) of self storage properties, potential liability for environmental contamination, natural disasters and adverse changes in tax, real estate and zoning laws and regulations;

risks associated with downturns in the national and local economies in the markets in which we operate, including risks related to current economic conditions and the economic health of our customers;

the impact of competition from new and existing self storage and commercial properties and other storage alternatives;

difficulties in our ability to successfully evaluate, finance, integrate into our existing operations, and manage acquired and redeveloped properties;

risks related to our redevelopment of properties and expansions and related lease up at our existing properties and/or participation in joint ventures;

risks of ongoing litigation and other legal and regulatory actions, which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business;

the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing the environment, taxes and our tenant reinsurance business and real estate investment trusts (“REITs”), and risks related to the impact of new laws and regulations;

risk of increased tax expense associated either with a possible failure by us to qualify as a REIT, or with challenges to intercompany transactions with our taxable REIT subsidiaries;

changes in federal or state tax laws related to the taxation of REITs, which could impact our status as a REIT;

increases in taxes, fees and assessments from state and local jurisdictions;

security breaches or a failure of our networks, systems or technology;

our ability to obtain and maintain financing arrangements on favorable terms;

market trends in our industry, interest rates, the debt and lending markets or the general economy;

the timing of acquisitions and our ability to execute on our acquisition pipeline;

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general volatility of the securities markets in which we participate;

changes in the value of our assets;

changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

increasing inflation;

our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

availability of qualified personnel;

difficulties in raising capital at a reasonable cost;

fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S economy;

estimates relating to our ability to make distributions to our stockholders in the future; and

economic uncertainty due to the impact of terrorism, infectious or contagious diseases or pandemics, or war.

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TABLE OF CONTENTS

INTRODUCTION1
QUESTIONS AND ANSWERS REGARDING THE PROPOSALS2
PROPOSAL 1: TO ELECT TO THE BOARD EACH OF THE NOMINEES, WILLIAM C. ZACHARY, THOMAS B. WINMILL, ESQ., GEORGE B. LANGA, MARK C. WINMILL, RUSSELL E. BURKE III, AND SALLY C. CARROLL, Esq., TO SERVE until the COMPANY’S 2025 Annual Meeting of Stockholders AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.4
BOARD OF DIRECTORS AND COMMITTEE MATTERS6
EXECUTIVE OFFICERS8
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE9
CORPORATE GOVERNANCE10
PROPOSAL 2: TO ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.13
PROPOSAL 3: to approve, ON A NON-BINDING, ADVISORY BASIS, the Company’s executive compensation.14
EXECUTIVE COMPENSATION15
Security Ownership of Certain Beneficial Owners and Management23
Certain Relationships and Related PARTY Transactions25
ADDITIONAL INFORMATION26

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PROXY STATEMENT

Annual Meeting of Stockholders

To Be Held on June 5, 2024

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.