Public Storage
For the period ended May 7, 2025. Filed Mar 28, 2025.
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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, 2025 · Filed Mar 28, 2025
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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 28, 2025
Dear Fellow Shareholders:
In 2024, our Company had another successful year. We achieved record performance once again while navigating a period of significant industry-wide operational stabilization. We realized record revenues of $4.7 billion and record net operating income of $3.4 billion. We also achieved the highest direct operating margin and revenue per available square foot among public self-storage real estate investment trusts.
Although the acquisitions market was quiet for much of the year, we continued to make progress on our organic and external growth strategies. Our best-in-class development program delivered 1.5 million square feet, with an additional 4.0 million square feet in our pipeline. For 2024, we increased our portfolio by 3.2 million square feet through acquisitions, development, and redevelopment (at a cost of $610.9 million).
Operationally, we continued to enhance the customer experience and transform our operating model. We are the first public self-storage company to offer digital property access at 100% of our locations, and 75% of our new customer rentals in 2024 were digital compared to 30% on average for our public self-storage peers. In 2024, we were pleased to again be recognized as the U.S. self-storage leader on the GRESB benchmark and to have been named a Great Place to Work®.
We are pleased to invite you to attend our 2025 Annual Meeting of Shareholders (the Annual Meeting) on Wednesday, May 7, 2025, in Dallas, Texas. 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 2025 ANNUAL MEETING OF SHAREHOLDERS
March 28, 2025
To our shareholders:
On behalf of the Board of Trustees, I invite you to attend the 2025 Annual Meeting of Shareholders (the Annual Meeting) of Public Storage at 8:00 a.m. Central Time on Wednesday, May 7, 2025, at the Rosewood Mansion on Turtle Creek, 2821 Turtle Creek Boulevard, Dallas, Texas 75219.
Items of Business
To elect twelve 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, 2025;
To approve the amendment and restatement of the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan; 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 3, 2025.
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, 2025: This Proxy Statement and our 2024 Annual Report on Form 10-K are available at the Investor Relations section of our website, publicstorage.com.
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| 2024 HIGHLIGHTS | 2 |
| 2024 Business Highlights | 2 |
| 2024 Compensation Highlights | 3 |
| Corporate Responsibility and Sustainability | 4 |
| PROPOSAL 1: ELECTION OF TRUSTEES | 10 |
| Executive Summary | 11 |
| Board Evaluations and Nominations | 11 |
| Board Qualifications | 12 |
| Board Refreshment and Succession Strategy | 12 |
| Board Diversity | 13 |
| Nominee Qualifications | 14 |
| Trustee Nominees Skills and Background Summary | 15 |
| Trustee Nominee Biographies | 16 |
| Vote Required and Recommendation | 22 |
| Corporate Governance | 23 |
| Board Engagement and Oversight | 23 |
| Governance Structure | 23 |
| Board Leadership Structure | 23 |
| Board Committees | 24 |
| Proxy Access | 27 |
| Board’s Role in Risk Oversight | 27 |
| Cybersecurity | 29 |
| CEO and Senior Management Succession Planning | 29 |
| Political and Charitable Contributions | 29 |
| Board Access to Employees | 30 |
| Board Orientation and Education | 30 |
| Trustee Independence | 30 |
| Communications with the Board | 31 |
| Trustee Attendance | 31 |
| Changes In Trustee Responsibilities and Commitments | 31 |
| Trustee and Executive Officer Security Ownership Guidelines | 32 |
| Compensation of Trustees | 33 |
| 2024 Trustee Compensation | 35 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 37 |
| Executive Summary | 38 |
| Vote Required and Recommendation | 38 |
| Our Named Executive Officers | 39 |
| Compensation Discussion and Analysis (CD&A) | 40 |
| Overview of Compensation Philosophy and Practices | 40 |
| Our 2024 NEO Compensation Program | 48 |
| Cash Compensation | 49 |
| At-Risk Equity Compensation | 53 |
Public Storage | 2025 Proxy Statement |i
| Page | |
|---|---|
| 2024 Earned Incentive Compensation | 56 |
ii | Public Storage | 2025 Proxy Statement
| Page | |
|---|---|
| Stock Option Grant Policies | 59 |
| 2025 Compensation Outlook and Enhancements | 60 |
| Tax Deductibility of Executive Compensation—Section 162(m) | 63 |
| Compensation and Human Capital Committee Report | 64 |
| Executive Compensation Tables | 65 |
| Potential Payments Upon Termination or Change in Control | 70 |
| Pay Ratio Disclosure | 73 |
| Pay Versus Performance Tables | 74 |
| Share Ownership of Trustees and Management | 78 |
| Additional Information about Trustees, Executive Officers, and Management | 80 |
| PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm | 83 |
| Executive Summary | 84 |
| Fees Billed to the Company by EY for 2024 and 2023 | 84 |
| Audit Committee Report | 85 |
| Vote Required and Recommendation | 86 |
| PROPOSAL 4: APPROVAL OF AMENDMENT AND RESTATEMENT OF 2021 PLAN | 87 |
| Executive Summary | 88 |
| Background of the Proposal | 88 |
| Description of the A&R 2021 Plan | 91 |
| Vote Required and Recommendation | 98 |
| GENERAL INFORMATION ABOUT THE MEETING | 99 |
| Purpose of Proxy Solicitation | 99 |
| Important Notice Regarding Delivery of Security Holder Documents | 99 |
| Date, Time, and Place of the Annual Meeting | 99 |
| Who Can Vote | 100 |
| Quorum for the Annual Meeting | 100 |
| How Votes are Counted | 100 |
| Trustee Nominees Who Do Not Receive a Majority of the Votes Cast | 100 |
| How Proxies Will Be Voted | 100 |
| How to Cast a Vote | 101 |
| How to Vote as a Participant in the Company’s 401(k) Plan | 101 |
| Changing Your Vote | 102 |
| Cost of this Proxy Solicitation | 102 |
| Contacting Our Transfer Agent | 102 |
| Consideration of Candidates for Trustee | 102 |
| Deadlines for Receipt of Shareholder Proposals | 103 |
| Householding | 104 |
| Your Vote is Important | 104 |
| APPENDIX A – NON-GAAP MEASURES | A-1 |
| Core FFO per Share | A-2 |
| APPENDIX B – AMENDED AND RESTATED PUBLIC STORAGE 2021 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN | B-1 |
Public Storage | 2025 Proxy Statement |iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.