nsa-20230522

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2023

National Storage Affiliates Trust

(Exact name of registrant as specified in its charter)


Maryland	001-37351	46-5053858
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8400 East Prentice Avenue, 9th Floor

Greenwood Village, Colorado 80111

(Address of principal executive offices)

(720) 630-2600

(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications 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:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share	NSA	New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share	NSA Pr A	New York Stock Exchange

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).

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2023 annual meeting of shareholders (the “Annual Meeting”) of National Storage Affiliates Trust (the “Company”) was held on May 22, 2023, at which 79,743,462 of the Company’s 88,296,405 common shares of beneficial interest, par value $0.01 per share (the “Shares”), issued and outstanding as of the record date, March 23, 2023, were represented in person via the live webcast or by proxy representing approximately 90.31% of the issued and outstanding Shares of the Company entitled to vote.

(b) At the Annual Meeting, the Company’s shareholders (1) elected the ten trustees below to serve on the Company’s board of trustees until the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualify, (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers. The proposals are described in detail in the Company’s 2023 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each trustee were as follows:


Name	Votes For	Votes Against	Abstain	Broker Non-Votes
Tamara D. Fischer	70,399,569	3,145,151	58,791	6,139,951
Arlen D. Nordhagen	72,408,635	1,131,175	63,701	6,139,951
David G. Cramer	73,312,336	228,644	62,531	6,139,951
Paul W. Hylbert, Jr.	69,834,660	3,705,707	63,144	6,139,951
Chad L. Meisinger	70,775,515	2,765,464	62,532	6,139,951
Steven G. Osgood	72,988,133	553,166	62,212	6,139,951
Dominic M. Palazzo	72,987,978	548,601	66,932	6,139,951
Rebecca L. Steinfort	61,861,724	11,682,987	58,800	6,139,951
Mark Van Mourick	67,061,524	6,477,703	64,284	6,139,951
Charles F. Wu	73,312,236	228,631	62,644	6,139,951

(ii) The voting results with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:


Votes For	Votes Against	Abstain
79,331,171	358,378	53,913

(iii) The voting results with respect to a non-binding advisory vote on executive compensation of the Company’s named executive officers were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
71,786,093	1,722,599	94,819	6,139,951

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NATIONAL STORAGE AFFILIATES TRUST

By:			/s/ DAVID G. CRAMER
			David G. Cramer
			President and Chief Executive Officer

Date: May 25, 2023

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National Storage Affiliates Trust filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders