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Extra Space Storage Inc

For the period ended Dec 31, 2023. Filed Apr 3, 2024.

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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.

Dec 31, 2023 · Filed Apr 3, 2024

EXR$159.19-0.6%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 x

Filed by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

Extra Space 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):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 3, 2024

Dear Fellow Stockholder:

On behalf of the board of directors and officers of Extra Space Storage Inc., we are pleased to invite you to the 2024 Annual Meeting of Stockholders of Extra Space Storage Inc., which will be held virtually on May 23, 2024 at 2:00 p.m. Mountain Time.

We have had a busy and remarkable year at Extra Space Storage in 2023. On July 20th, 2023, we completed a merger with Life Storage, Inc. ("LSI") and added a high-quality, broadly diversified, national storage portfolio of more than 1,200 properties totaling approximately 90 million square feet to our platform. The merger further increases Extra Space’s significant scale, with a national portfolio of over 3,600 stores, totaling 283 million rentable square feet. Our larger scale provides us with greater operational efficiencies, as well as access to more and better data in our sector, which will facilitate quicker and better analysis and decisions.

Despite the focus on and efforts required by the merger, we did not ignore our core business. We continue to innovate and test customer acquisition, pricing and other tools to optimize store performance in a difficult environment. We grew same-store revenue in 2023 by 3.1%. We increased our third-party management business by 189 stores (net) not including the managed stores that came with the LSI merger, and this business remains the largest, fastest growing and most profitable in the industry. Our bridge loan business continues to thrive with $452 million of new loans approved, and it provides attractive risk-adjusted returns and new management and acquisition opportunities. We also made progress developing a scalable platform for remotely managed stores. We believe all of these efforts will drive increased shareholder value.

While we are very optimistic about the future, we are also aware of concerns from investors today, including uncertainty around interest rates, cap rates, sector demand, and the possibility of a recession, to name a few. While we are not exempt from the impacts of these external forces, our need-based sector, geographically diverse portfolio, unique ownership strategy and sophisticated operating platform have allowed us to operate and grow efficiently through different stages of economic cycles during our 46-year history. Our portfolio, platform and team have never been stronger. Our technology and scale advantages, together with financial flexibility and durability, position us for long term success. We will continue to work hard to deliver the results our shareholders have come to expect from Extra Space Storage, as we move Forward in Excellence in 2024 and beyond.

This year we are again furnishing proxy materials and voting instructions to our stockholders through mail and over the Internet, as allowed by the Securities and Exchange Commission. On or about April 3, 2024, we intend to provide access to our digital proxy materials and to mail the Notice Regarding the Availability of Proxy Materials. Some stockholders may, if they have so previously requested, receive paper copies by mail. We believe that this notice and access process expedites stockholders' receipt of proxy materials, while lowering costs of delivery and reducing the environmental impact of our annual meeting.

Your vote is important. Even if you plan to attend the meeting virtually, we urge you to vote your shares electronically through the internet 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.

Thank you for your continued support, interest and investment in Extra Space Storage Inc.

Warmest regards,

Kenneth M. Woolley,Joseph D. Margolis,
ChairmanChief Executive Officer

TABLE OF CONTENTS

Proxy Summary1
Information About the Board of Directors and Its Committees7
The Board of Directors and Certain Governance Matters12
Leadership Structure, Risk Oversight and Committees of the Board18
Director Compensation25
Executive Officers27
Executive Compensation28
Security Ownership of Directors and Officers44
Matters That May be Brought Before the Annual Meeting46
Item 1. Election of Directors46
Item 2. Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 202446
Item 3. Advisory Vote to Approve the Compensation of the Company's Named Executive Officers47
Other Matters49
Appendix A — Reconciliation of Non-GAAP Financial Measures54
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.