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:

LIFE STORAGE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement,

if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

6467 Main Street

Williamsville, New York 14221

Fellow Shareholders,

YouIn some ways 2020 was the year in which the self-storage world caught up with Life Storage’s innovations.

More than any of our peers, we have been bringing digital innovations to storage to enable people and businesses to store their things safely, reliably, inexpensively, conveniently and in ways customized to their priorities.

Thus, in the early days of the pandemic—in April 2020 when global economies were all but shut down—our rentals remained strong—with half of our rentals that month coming through Rent Now, our state-of-the-art digital, contactless platform.

We see growing—and increasingly mobile—global populations needing more—and more kinds of—convenient and affordable storage. Our digital innovations enable us to meet this demand. They also enable us to steadily reduce certain costs—for example, we were able to reduce same-store payroll every quarter for eight straight quarters through September 30, 2020 as our digital capabilities increased—and freed up capital to invest in growth and in future innovations, including our environmental efficiency-related ones.

This combined focus on managing efficiently for the present, while steadily building for an evolving future, are cordially invited to attend the 2019 Annual Meeting of Shareholdershallmarks of Life Storage Inc. on Thursday, May 30, 2019 at the Company’s headquarters, 6467 Main Street, Williamsville, New York 14221. The 2019 Annual Meeting will begin promptly at 9:00 a.m. (E.D.T.).

During the past 12 months,since our Company executed on a long planned Board and leadership succession strategy that resultedformation—as illustrated in the appointment of four new directors to the Board and the seamless transition of the Chief Executive Officer role to Joe Saffire, following Dave Rogers retirement after 35 successful years with the Company as one of its original founders. The Board transitions have:

Our Board of Directors is keenly focused on corporate governance, and we are committed to continuing to implement practices consistent withthis long-term value creation.

We accomplished a great deal in 2018. The Company performed very well operationally, while also executing on its portfolio optimization strategy to increase exposure to markets with more attractive demographics and to acquire and own newer properties with higher revenue and growth prospects. The team launched an innovative digital rental platform, Rent Now, to meet changing customer behavior, and expanded Warehouse Anywhere, the Company’s differentiated corporate customer value proposition.

Our performance is reflected in our 2018 total shareholder return chart. We have brought the same discipline and vision to our own board, as our orderly refreshment, including the planned retirement of 9%, which exceededanother one of our founders and our steadily increasing diversity. We plan, in future years, to write to you about how some of our evolving initiatives are bearing fruit and encourage you to read more about what my fellow directors and I worked to address this year in the pages that of the S&P 500 and the US REIT Index.follow.

On behalf of the Life Storage, Inc. management team and Board of Directors, as Chair of the Board, I thankThank you for your continued support investment—and confidence faith—in our team. We look forward to communicating more about our Company’s successes, how our management team will continue to achieve great results going forward, and how our performance impacts our governance and compensation considerations.us.

Sincerely,

Mark G. Barberio

Non-Executive Chair of the Board

April 16, 2019•, 2021

6467 Main Street

Williamsville, New York 14221

Dear Shareholder:Shareholders:

The Notice and Proxy Statement that followsfollow contain details about our 20192021 Annual Meeting of Shareholders.Shareholders (the “Annual Meeting”). Your proxy is being solicited by the Board of Directors of the Company. You will note that the Board of Directors of the Company recommends a vote “FOR” the election of nineeight directors to serve until the 20202022 Annual Meeting of Shareholders, “FOR” the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2019,2021, “FOR” the proposal to amend the BylawsCharter of the Company “FOR”to increase the proposalnumber of authorized shares of common stock from 100,000,000 to amend and restate the Company’s 2009 Directors’ Stock Option and Award Plan,200,000,000, and “FOR” the proposal to approve the compensation of the Company’s executive officers.

Our proxy materials are being furnishedIn an effort to Shareholders primarily overexercise caution with regard to the Internet which we believeongoing public health impact of COVID-19, and to support the health and well-being of our shareholders, partners and employees, this year’s Annual Meeting will expedite Shareholders’ receipt of the materials. This process is environmentally friendlybe a virtual meeting held exclusively online via live webcast and will also lower costs ofnot be held at a physical location. You will be able to attend the Annual Meeting.

Meeting, vote your shares electronically, and submit questions in writing during the meeting by visiting www.virtualshareholdermeeting.com/LSI2021 and entering your unique voter identification number. Additional information regarding attending the Annual Meeting and voting your shares can be found in the Proxy Statement. The vote of every Shareholder is important. Information aboutimportant, and we believe that hosting a virtual meeting will enable more of our Shareholders to attend and participate in the meeting and voting your shares is set forth insince our Shareholders can participate from any location around the Notice andworld with Internet access.

This Proxy Statement that follows.

If you plan to attend the meeting in person, please remember to bring aand form of personal identification with you and, if youproxy are acting as a proxy for another Shareholder, please bring written confirmation from the record owner that you are acting as a proxy. If you will need special assistance at the meeting, please contact Life Storage Investor Relations at(716) 633-1850.

The Board of Directors and management look forwardfirst being made available to greeting those Shareholders who are able to attend the Annual Meeting.

Sincerely,

Andrew J. Gregoire

Secretary

on April 16, 2019•, 2021.

6467 Main Street

Williamsville, New York 14221

Items of Business:

Record Date:

Voting:

The Company is furnishing its proxy statement, proxy and Annual Report on Form 10-K for the year ended December 31, 20182020 (the “Annual“2020 Annual Report”) to you electronically via the Internet, instead of mailing printed copies of such materials to each Shareholder. The Company has sent to its Shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access its proxy materials on the Internet, how you can request and receive a paper copy of the proxy statement, 2020 Annual Report and proxy for the Annual Meeting, and how to vote online atwww.proxyvote.com. www.proxyvote.com. Shareholders can also call 1-800-579-1639 to request proxy materials or 1-800-690-6903 to vote by telephone.

By Order of the Board of Directors,

Andrew J. Gregoire

Secretary

Williamsville, New York

April 16, 2019•, 2021

6467 Main Street

Williamsville, New York 14221

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting. We intend to mail proxy materials to our shareholders on or about April •, 2021.

This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Life Storage, Inc. (the “Company”) for the 20192021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually over the Internet on Thursday, May 30, 201927, 2021 at 9:00 a.m. (E.D.T.) at the Company’s headquarters, 6467 Main Street, Williamsville, New York 14221,, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. No physical meeting will be held. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/LSI2021 and entering your unique voter identification number. This proxy statementProxy Statement and form of proxy are first being made available to Shareholders on April 16, 2019.•, 2021.

Shareholders of record may vote by (i) attending the meeting and voting in person, (ii) using the toll-free telephone number shown on the proxy card, (iii) voting via the Internet at the address shown on the proxy card, or (iv) marking, dating, signing and returning the enclosed proxy card. Returning your completed proxy will not prevent you from voting in person at the meeting should you be present and wish to do so. The proxy may be revoked at any time before it is voted by delivering to the Secretary of the Company a written revocation or a duly executed proxy (including a telephone or Internet vote) as of a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not act to revoke a prior proxy.Voting Matters

If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to the chair of the annual meeting or the chair’s designee.

We are providing these materials on behalf of the Board to ask for your vote and to solicit your proxies for use at our 2019 Annual Meeting, or any adjournments or postponements thereof.

We have made these materials available to you on the Internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a Shareholder as of April 2, 2019, the record date fixed by the Board, and are therefore entitled to receive Notice of the Annual Meeting and to vote on matters presented at the meeting.

We are pleased to take advantage of the SEC rules that allow us to furnish proxy materials to you on the Internet. These rules allow us to provide our Shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

Our Annual Report to Shareholders (the “2018 Annual Report”) includes a copy of our Annual Report on Form10-K for the fiscal year ended December 31, 2018, as filed with the SEC on February 26, 2019, excluding exhibits. On or about April 16, 2019, we mailed you a notice containing instructions on how to access this proxy statement and our 2018

Meeting Agenda		Board Recommendation
1.  Election of Directors		FOR each nominee
2.  Ratify the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm		FOR
3.  Amendment of the Charter of the Company to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000		FOR
4.  Advisory Vote to Approve Compensation of the Company’s Executive Officers		FOR

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Annual Report and vote over the Internet. If you received the notice by mail, you will not receive a printed copy of the proxy materials in the mail. The notice instructs you on how you may submit your proxy. If you received the notice by mail and would like a printed copy of our proxy materials, you should follow the instructions for requesting those materials in the notice.

All Shareholders receiving this proxy statement should have also received a paper copy or access to an electronic copy of the 2018 Annual Report, which includes our Annual Report on Form10-KCOMPANY BRIEF for the year ended December 31, 2018. Shareholders may request a free copy of our 2018 Annual Report on Form10-K, including financial statements and schedules, by sending a written request to: Life Storage, 6467 Main Street, Williamsville, NY 14221, Attention: Investor Services. Alternatively, Shareholders can access the 2018 Annual Report on Form10-K and other financial information on Life Storage’s “Investor Relations” section of its website at lifestorage.com.

The entire cost of preparing, assembling and mailing the proxy material will be borne by the Company. The Company will reimburse brokerage firms, banks and other securities custodians for their expenses in forwarding proxy materials to their principals. Solicitations other than by mail may be made by officers or by employees of the Company without additional compensation.

Only Shareholders of record at the close of business on April 2, 2019 are entitled to notice of and to vote at the Annual Meeting and at all adjournments thereof. At the close of business on April 2, 2019, there were 46,632,703 shares of the Company’s common stock (“Common Stock”) issued and outstanding. Each share of Common Stock has one vote. A majority of shares entitled to vote at the Annual Meeting will constitute a quorum. If a share is represented for any purpose at the meeting, it is deemed to be present for all other purposes. Abstentions and shares held of record by a broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining whether a quorum is present. Broker Shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present.

Note to Beneficial Owners

Under the rules of the New York Stock Exchange (“NYSE”), brokers or nominees have the authority to vote shares held for a beneficial owner on “routine” matters, such as the ratification of the selection of the Company’s independent registered public accounting firm, without instructions from the beneficial owner of those shares. The election of directors, the proposal to amend the Bylaws, the proposal to amend and restate the Company’s 2009 Outside Directors’ Stock Option and Award Plan, and thenon-binding vote on the compensation of the Company’s executive officers are considered“non-routine” matters. As a result, if a broker or nominee does not receive voting instructions from the beneficial owner of shares held by such broker or nominee, those shares will not be voted and will be considered brokernon-votes with respect to those“non-routine” matters. Therefore, it is very important for beneficial owners holding shares in this manner to provide voting instructions to their broker or other nominee.

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COMPANY BRIEFOUR DIRECTORS

Life Storage LocationsPROPOSAL 1. ELECTION OF DIRECTORS

WHAT DID WE DO?

There are years in which boards’ actions must become more rapid, more time consuming, and more wide-ranging. The year 2020 was such a year, as the unprecedented scale and unknowns of December 31, 2018the pandemic and the accompanying societal changes required us to explore and prepare for an exceptionally wide array of challenges and potential outcomes.

We, the members of the Board, came together with our senior leadership team to support our people, our customers, and our communities throughout the year. A few highlights of our leadership focus include:

We also continued to focus on our own governance. We know that planned, steady board refreshment is both one of the most important, and one of the most difficult, responsibilities that a board has. In 2021, we are saying farewell to one of our visionary founders, Charles E. Lannon, as we welcomed Susan Harnett to our Board.

$6.1 Billion Enterprise Value Over 750 Stores in 28 States (and Canada beginning Q1 2019) 30+ Years in Self Storage Business 304% 10 Year Total Return 213 Properties Managed for Third Party Entities 89% Quarterly Dividend Increase Over Past 5 Years 90.4% Same Store Average Quarterly Occupancy Investment Grade Rated Moody's: Baa2 S&P: BBB 5.3X DebtWith this background we encourage you to EBITDA

Asreview our individual bios to get a fuller picture of 12/31/18what each of us brings to the boardroom to serve you, Life Storage’s shareholders.

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PROPOSAL 1. ELECTION OF DIRECTORSWHO WE ARE

It is intended that the proxies solicited by the Board of Directors will, unless otherwise directed, be voted to elect the nominees for director named below. Our bylaws provide that in an uncontested election the affirmative vote of a majority of the total of votes cast for or withheld as to a nominee at a meeting at which a quorum is present is necessary for the election of a director. For purposes of the election of directors, abstentions and brokernon-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. All nominees proposed are all presently members of the Board of Directors.

Effective as of March 14, 2019, the size of the Board was increased from eight to nine. As such, the number of directors to be elected at the Annual Meeting shall be nine.

Nominees for Election to the Board of Directors

The nominees named hereinCharles E. Lannon, presently a director of the Company, has advised the Company that he will if elected, hold office untilnot be standing for re-election for an additional term as director. Mr. Lannon has been a director of the next succeeding Annual Meeting of Shareholders and until their successors are duly elected and qualified. InCompany since the event any nominee becomes unavailableCompany’s initial public offering in 1995. Mr. Lannon will continue to stand for election, it is intended that the persons named in the proxy may vote forbe a substitute recommended by the Nominating and Governance Committeemember of the Board of Directors subject to Board approval. Alternatively,until the Board may reduceAnnual Meeting. Effective as of the date of the Annual Meeting, the size of the Board or may determinewill be reduced from nine to leaveeight. Susan Hartnett was appointed as a director as of February 12, 2021 and she is included as a nominee for the vacancy unfilled. TheBoard. As such, the number of directors to be elected at the Annual Meeting will be eight.

As reflected in the skills matrix and accompanying charts, the nominees for election to the Board of Directors has no reasonlisted below bring a diverse array of attributes, skills and experiences to Life Storage that we believe are important and that anyled to the conclusion that such nominee should serve as a member of the Board of Directors. All nominees will be unable to serve as directors.

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The Board of Directors is soliciting proxies herein and it is intended that such proxies will, unless otherwise directed, be voted to elect the nominees for director named below. Our bylaws provide that in an uncontested election, the affirmative vote of a brief descriptionmajority of the business experience duringtotal of votes cast for or withheld as to a nominee at a meeting at which a quorum is present is necessary for the last five yearselection of eacha director. For purposes of ourthe election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

The nominees herein will, if elected, hold office until the next succeeding Annual Meeting of Shareholders and until their successors are duly elected and qualified. In the event any nominee becomes unavailable to stand for election, as directors. This description also includesit is intended that the principal occupation of,persons named in the proxy may vote for a substitute recommended by the Nominating, Governance and directorships held by, each director for at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve as a memberCorporate Responsibility Committee of the Board of Directors.Directors subject to Board approval. Alternatively, the Board may reduce the size of the Board or may determine to leave the vacancy unfilled. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as directors.

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		Mark G. Barberio   Age: 5658   Director   Independent: Yes   Buffalo, New York Director Since: 2015

Experience & Qualifications:Experience:

Mr. Barberio is and has been principal of

Principal, Markapital, LLC, since 2013. Markapital, LLC is a business and M&A consulting firm. Prior to forming Markapital, LLC, Mr. Barberio was employed byfirm (2013 – present)

Co-Chief Executive Officer, Mark IV, LLC (now Dayco, LLC), a global diversified manufacturing company from 1985 to 2013. He served in a variety of positions at Mark IV, including asCo-Chief Executive Officer from 2009 to 2013 and(2009 – 2013); Chief Financial Officer from 2004 to 2013. Mr. Barberio also serves on the board of directors of (2004 – 2013); joined 1985

Other Boards:

Gibraltar Industries, Inc., a publicly listed leading manufacturer and distributerdistributor of building products. His is alsoproducts (present)

Endo International plc, a memberpublicly listed pharmaceutical company (present)

Rochester Institute of the boardTechnology Board of directors of Trustees (present)

Exide Technologies, a privately held global battery manufacturer and distributor. From July 2017 to April 2018, he served on the board of directors of distributor (2015 – 2020)

Paragon Offshore Limited, an oil and gas drilling company. As a result of Mr. Barberio’s chief executive officer, chief financial officercompany (2017 – 2018)

Qualification Experience:

Strategic development

Finance and board experience, he brings to the Board over 25 years of well-grounded knowledge in strategy development, finance, operational oversight, real estate, capital markets

Management and investor relations. His diverse background and significant business experience allow him to provide leadership as the Company’snon-executive Chair of the Board.operations

Director Since: 2015

Real estate

Investor relations

		Joseph V. Saffire   Age: 4951   CEO and Director   Independent: No   Buffalo, New YorkDirector Since: 2019

Experience & Qualifications:Experience:

Mr. Saffire was appointed as

Chief Executive Officer, the Company (March 1, 2019 – present); Chief Investment Officer of the Company effective March 1, 2019. Before assuming his role as Chief Executive Officer, Mr. Saffire served as the Company’s Chief Investment Officer from November(November 2017 to– February 2019. Prior to joining the Company, Mr. Saffire served as 2019)

Executive Vice President and Head of Commercial Banking, of First Niagara Bank from April 2014 to September 2016 and served as an (2014 – 2016)

Executive Vice President and Head of Global Banking for Europe, the Middle East and Africa, of Wells Fargo Bank from 2012 to March 2014. Prior to 2012, Mr. Saffire served in various management capacities for over 20 years with HSBC Bank plc., including serving as (2012 – 2014)

Chief Operating Officer and Head of International Corporate and Commercial Banking in Germany, from 2010HSBC Bank plc (2010 to 2012 and2012); Executive Vice President and Regional President – Corporate and Commercial Banking in the United States from 2007 to 2010. As the Chief Executive Officer of the Company, he brings to the Board of Directors intimate knowledge of the Company(2007 – 2010); joined 1992

Qualification Experience:

Strategic development

Finance and experience in finance, realcapital markets

Management and operations

Real estate and investor relations. He also is a key contributor in the development and execution of the Company’s business strategy and provides expertise related to the Company’s business.

Director Since: 2019

Investor relations

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		Dana Hamilton   Age: 5052   Director   Independent: Yes   Santa Fe, New MexicoDirector Since: 2018

Experience & Qualifications:Experience:

Ms. Hamilton has been a senior

Senior managing director and head of real estate, at Pretium Partners, LLC, since April 2017. Ms. Hamilton is also thea specialized investment manager (2017 – present)

co-founderCo-founder, of Ameriton LLC, a real estate company, and has servedserving as its President since October 2014. From October 2013 to October 2014, she served as (2014 – present)

President and Chief Executive Officer, and trustee, of Borderplex Community Trust. Prior thereto, Ms. Hamilton spentTrust (2013 – 2014)

Spent 20 years at Archstone, one of the largest apartment companies in the US and Europe, where she held roles as President – Europe and Executive Vice-President – National Operations during her tenure. Ms. Hamilton previously served as a director of (1994 – 2013)

Other Boards:

FelCor Lodging Trust Incorporated, a publicly listed real estate investment trust from April 2016 until September(2016 – 2017, when the company was merged with RLJ Lodging Trust. Ms. Hamilton has extensive experience in investmentTrust)

Qualification Experience:

Real estate

Strategic and operations across multiple real estate verticals, in particular the multifamilytransactional matters

Management and single-family rental industries. Ms. Hamilton brings to the Board significant financial, transactionaloperations

Finance and asset management expertise; and extensive leadership and general management expertise.capital markets

Director Since: 2018

		Edward J. Pettinella   Age: 6769   Director   Independent: Yes   Rochester, New YorkDirector Since: 2018

Experience & Qualifications:Experience:

Mr. Pettinella was the

Chief Executive Officer and a director, of Home Properties Inc., a publicly traded REIT from 2003 to 2015. He served Home Properties Inc. as an(2003 – 2015); Executive Vice President and director from 2001 to 2003. From 1997 to 2001, he served as (2001 – 2003)

President, of Charter One Bank of New York andYork; Executive Vice President of Charter One Financial, Inc., and from 1980 through 1997, he served (1997 – 2001)

Served in several managerial capacities for Rochester Community Savings Bank. Mr. Pettinella presently is a member of the board of directors of Bank (1980 – 1997)

Other Boards:

Manning & Napier, Inc., a publicly traded investment management firm where he serves as Chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. He serves on the board of (present)

Royal Oak Realty Trust Inc., a private REIT focused on acquiring net leased industrial and office properties. He is also a member of the (present)

Syracuse University Board of Trustees. He was previously on the board of the National Multi Housing Council (NMHC), the Trustees; Vice Chair (present)

Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT) and a council member of the (formerly)

Urban Land Institute (ULI). He brings to the Board his experience as a Chief Executive Officer(formerly)

National Multi Housing Council (formerly)

Qualification Experience:

Real estate

Finance and director of a capital markets

Corporate governance

REIT and his experience in corporate finance and public company operations.strategy

Director Since: 2018

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		David L. Rogers   Age: 6365   Director   Independent: No   Buffalo, New YorkDirector Since: 2018

Experience & Qualifications:Experience:

Mr. Rogers, a

co-founderCo-founder of the Company, retired as the Company’sCompany; Chief Executive Officer on(March 2012 – February 28, 2019, a position that he had held since March 2012. Before assuming his role as Chief Executive Officer, Mr. Rogers served as the Company’s2019); Chief Financial Officer and Secretary from 1995 to(1995 – February 2012,2012); Vice President of Finance of the

Company’s predecessor from 1988 to 1995 and(1988 – 1995); Controller and Due Diligence Officer of such predecessor from 1984 to 1988. Prior to joining the Company, Mr. Rogers spent(1984 – 1988)

Spent seven years as an accountant and systems analyst in both the public and private sectors. Mr. Rogers has served onsectors

Regular presenter at national and regional meetings of the board of directors of Self Storage Association

Other Boards:

Catholic Health Systems as well asand othernot-for-profit entities. He served on the entities (present)

Board of Advisors of the National Association of Real Estate Trusts (“NAREIT”) through December 31, 2018(NAREIT) (former)

Qualification Experience:

Deep Company expertise

Finance and has been a regular presenteraccounting

Real estate

Investor relations

		Susan Harnett Age: 64 Director Independent: Yes Director Since: 2021

Experience:

Mentor to digital startups and at nationalthe FinTech Innovation Lab, sponsored by Partnership Fund for New York City and regional meetingsAccenture (2015 – present)

Co-Founder of startups Juntos and EqualFuture Corp.

National Association of Corporate Directors Governance Fellow.

COO, North America, QBE Insurance Group Limited, one of the Self Storage Association. Mr. Rogers brings to the Board his intimate knowledgetop insurers and reinsurers worldwide (2012 – 2015)

President of the Company through his pastLocal Consumer Lending, Citigroup (2011 – 2012), Head of Global Business Performance (2008 – 2011), CEO of Citibank Germany (2004 – 2007), Head of Retail Banking/Deputy CEO of Citibank EMEA (2001 – 2004)

Other Boards:

OFG Bancorp, a financial holding company based in San Juan, Puerto Rico (present)

First Niagara Financial Group, a publicly traded bank (2015-until its acquisition by KeyCorp in 2016)

QBE Insurance (former)

Citifinancial (former)

Visa Canada (former)

Qualification Experience:

Corporate governance

Strategic and transactional matters

Management and operations

Finance and capital markets

Customer experience as the Company’s Chief Executive Officer.

Director Since: 2018

THE BOARD OF DIRECTORS RECOMMENDS A

VOTE “FOR”

THE ELECTION OF THE NOMINEES

NAMED ABOVE

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HOW WE ARE SELECTED AND ELECTED

In identifying and evaluating the individual director nominees that it recommends to the Board of Directors, the Nominating, Governance and Corporate Responsibility Committee of the Board of Directors:

After such review and consideration, the Nominating, Governance and Corporate Responsibility Committee recommends that the Board of Directors select the slate of director nominees.

The Nominating, Governance and Corporate Responsibility Committee does not have an express policy with regard to consideration of director candidates recommended by Shareholders, but it will consider director candidates proposed by Shareholders in the same manner as it considers other candidates. The Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that candidates must be highly qualified, exhibiting the experience and expertise required of the Board of Directors’ own pool of candidates and interest in the Company’s business, and the ability to attend and prepare for Board of Directors, committee and Shareholder meetings. Candidates should represent the interests of all Shareholders and not those of a special interest group. A Shareholder wishing to nominate a candidate should do so in accordance with the guidelines set forth below under the caption “Proposals of Shareholders for the 2022 Annual Meeting.”

The Nominating, Governance and Corporate Responsibility Committee is committed to incorporating diversity in all its forms including diversity of attributes, skills, experiences, backgrounds, and demographics, including race, ethnicity, and gender, all with a view to identify candidates that can assist the Board of Directors with its decision making. The Nominating, Governance and Corporate Responsibility Committee places primary emphasis on (i) judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business; (ii) diversity of perspectives, backgrounds, experiences and other demographics; (iii) business or other relevant experience; and (iv) the extent to which the interplay of the nominee’s expertise, skills, knowledge and experience with that of other members of the Board of Directors will build a board that is

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Corporate Governance Highlights

Proposed Board Composition

Corporate Responsibility

The Company’s corporate responsibility is deeply rooted in our core values: teamwork, respect, accountability, integrityactive, collegial and innovation. The Company approaches initiatives, programs, practices and policies with a view toward risk management and with considerationresponsive to the needs of the impactCompany. In addition, the Nominating, Governance and Corporate Responsibility Committee recognizes the importance of diversity of race, ethnicity and gender on the Board of Directors consistent with its customers, team members, communitiesfiduciary duties. The Board has taken this into consideration in establishing the list of nominees and Shareholders.

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HOW WE ARE ORGANIZED

Board Leadership Structure.

Mark G. Barberio serves as the Company’s non-executive Chair of the Board. Mr. Barberio’s extensive qualifications include responsibility for strategy, executive management, operations, finance, real estate, investor relations and business development. He has experience as a director, chief executive officer, chief financial officer, and as a board committee chair with other large companies. The Company believes that having a Chair of the Board who is not an executive officer of the Company is the appropriate leadership structure for the Company at this time as it allows the Executive Officers of the Company to focus on day-to-day business while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.

Meetings of the Board of Directors and Board Committees

Board of Directors Committee Memberships.

Assuming election of all the nominees to the Board, the structure of the Audit and Risk Management Committee, Compensation and Human Capital Committee, and Nominating, Governance and Corporate Responsibility Committee will be as follows:

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2020 Attendance at Board and Committee Meetings.

The chart below sets forth director attendance at Board and Committee Meetings in 2020 based upon each director’s term on the Board and each Committee. Ms. Harnett was elected to the Board on February 12, 2021 and therefore did not attend any meetings of the Board or its Committees in 2020.

Board of Directors.

The Board of Directors held 13 meetings during the year ended December 31, 2020. Each director attended 100% of the meetings held by the Board of Directors during such director’s tenure on the Board. Additionally, each director attended 100% of the meetings held by all committees on which he or she served, with the exception of Mr. Rusmisel who was excused from one meeting of the Compensation and Human Capital Committee for good reason. Our non-employee directors meet in executive session in conjunction with regularly scheduled meetings of the Board of Directors at least twice per year and on other occasions, as necessary, in accordance with the Company’s Corporate Governance Principles. Mark G. Barberio serves as Chair of the Board and he has presided at meetings of the Company’s directors.

The Company’s policy is that all directors should attend the Annual Meeting of Shareholders, either virtually or in-person (as applicable), absent a good reason. All eight directors who were then on the Board of Directors attended the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) virtually.

The Board of Directors has three committees with the principal functions described below. The charter of each committee is posted on the Company’s website at www.lifestorage.com. A copy of each charter is available in print to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, attention Andrew J. Gregoire, Secretary, or by telephone (716) 633-1850.

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Audit and Risk Management Committee.

The Audit and Risk Management Committee is composed of Messrs. Havener, Rusmisel, Lannon, and Pettinella, and Mses. Hamilton and Harnett. Mr. Havener serves as Chair. Ms. Harnett was appointed to the Audit and Risk Management Committee effective February 12, 2021. The Audit and Risk Management Committee oversees the accounting and financial reporting processes and audits of the financial statements of the Company, along with the strategic, compliance and operational risk based on the Company’s enterprise risk management assessment. The Audit and Risk Management Committee has generally led the Board’s oversight of enterprise risk management, with the assistance of other Board committees. The Audit and Risk Management Committee assists the Board of Directors in oversight of the quality and integrity of the Company’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of the Company’s internal audit function and internal auditors, the independent auditor’s qualifications and independence, the Company’s risk management practices, and compliance with ethics policies and legal and regulatory requirements, including data privacy and cybersecurity.

The Audit and Risk Management Committee is composed entirely of independent directors within the meaning of applicable NYSE listing standards and rules and regulations of the SEC. Each member must be “financially literate” under NYSE listing standards, or become financially literate within a reasonable period of time after appointment. The SEC has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules adopted by the SEC requires a company to disclose whether it has an “Audit Committee Financial Expert” serving on its audit committee. The Board of Directors has determined that all members of the Audit and Risk Management Committee are financially literate. The Board of Directors has also determined that Mr. Havener meets the definition of an “Audit Committee Financial Expert.”

The Audit and Risk Management Committee’s duties are set forth in its charter, which can be found on the Company’s web site at www.lifestorage.com. Additional information regarding the Audit and Risk Management Committee and the Company’s independent registered public accounting firm is disclosed in the Report of the Audit and Risk Management Committee below. The Audit and Risk Management Committee held five meetings during 2020. The Audit and Risk Management Committee meets regularly in private session with the Company’s independent registered public accounting firm.

Compensation and Human Capital Committee.

The Compensation and Human Capital Committee is composed of Messrs. Rusmisel, Lannon and Barberio, Ms. Hamilton and Ms. Harnett, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Rusmisel serves as Chair. Ms. Harnett was appointed to the Compensation and Human Capital Committee effective February 12, 2021. The Compensation and Human Capital Committee makes decisions with respect to compensation of the executive officers of the Company (the “Executive Officers”), reviews and recommends to the full Board of Directors director compensation levels and programs, and administers the Company’s Award and Option Plans. The Compensation and Human Capital Committee also generally oversees the Company’s management of its human resource policies and practices, including company-wide

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compensation plans and other human capital matters such as diversity, equality and inclusion, workplace environment and culture, and talent development, wellness, safety and retention.

The Compensation and Human Capital Committee met seven times during 2020. Compensation and Human Capital Committee agendas are established by the Committee Chair, and the Compensation and Human Capital Committee deliberates and takes action only in executive session. The Compensation and Human Capital Committee’s charter does not permit delegation of its responsibilities or authority to others. Pursuant to its charter, the Compensation and Human Capital Committee has the authority to engage advisors, including compensation consultants. The Compensation and Human Capital Committee has engaged Longnecker & Associates as an independent consultant to assist in evaluating compensation for the Executive Officers and executive compensation programs generally. The consultant reports directly to the Compensation and Human Capital Committee and does not perform services for management.

On occasion, at the request and direction of the Compensation and Human Capital Committee, the consultant will review compensation levels recommended by the Executive Officers for other senior managers. The consultant advises the Compensation and Human Capital Committee with respect to compensation trends and best practices, plan design, reasonableness of individual compensation awards and general comparability with other publicly traded companies and companies in the real estate investment trust (“REIT”) industry. In accordance with the Compensation and Human Capital Committee’s policy on assessing advisor independence, the Compensation and Human Capital Committee determined that there were no conflicts of interest or issues related to independence during 2020 that would impact the advice to the Compensation and Human Capital Committee from Longnecker & Associates and the representatives of Longnecker & Associates who advise the Compensation and Human Capital Committee.

The Executive Officers do not participate in deliberations of the Compensation and Human Capital Committee. The Executive Officers, at the Compensation and Human Capital Committee’s request, prepare performance and operational data and financial and other information to assist the Compensation and Human Capital Committee in reaching its compensation determinations.

The functions of the Compensation and Human Capital Committee are further described below under the caption “OUR PAY” and in its charter, which can be found on the Company’s web site at www.lifestorage.com.

Nominating, Governance and Corporate Responsibility Committee.

The Nominating, Governance and Corporate Responsibility Committee of the Board of Directors serves as the Company’s nominating committee. The Nominating, Governance and Corporate Responsibility Committee is composed of Messrs. Havener, Barberio, Pettinella, and Rusmisel, each of whom is independent within the meaning of applicable NYSE listing standards. Mr. Pettinella serves as Chair of the Nominating, Governance and Corporate Responsibility Committee. The Nominating, Governance and Corporate Responsibility Committee’s functions are set forth in its charter, which can be found on the Company’s website at www.lifestorage.com, and include assisting the Board of Directors by identifying individuals qualified to become Board members, with a

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commitment to seek candidates with diversity in experience and background, including race, ethnicity, and gender, and recommending director nominees for the Annual Meeting of Shareholders, recommending to the Board the Corporate Governance Principles applicable to the Company, leading the Board of Directors in its annual review of the Board’s performance, and recommending the director nominees for each committee as further described in “HOW WE ARE SELECTED AND ELECTED”. In addition, the Nominating, Governance and Corporate Responsibility Committee oversees and reviews the Company’s strategies, activities and policies regarding environmental, social, and governance (“ESG”) matters. The Nominating, Governance and Corporate Responsibility Committee must annually review the adequacy of its charter and its own performance. The Nominating, Governance and Corporate Responsibility Committee met three times during 2020.

HOW WE GOVERN AND ARE GOVERNED

Corporate Governance Guidelines.

The Board of Directors has adopted Corporate Governance Principles which can be found on the Company’s website at www.lifestorage.com or which can be mailed to any Shareholder upon request either to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716) 633-1850.

Our Corporate Governance Principles require, among other things, that a majority of directors on the Board of Directors meet the criteria for independence defined by the NYSE. Our governance structure includes, in addition, provisions for majority voting, annual director elections, one-share, one-vote and special meeting voting rights. We believe our corporate governance provisions, our approach to Board governance and our management of ESG and compensation issues collectively put us in a strong position to deliver sustainable returns to shareholders while supporting our many stakeholder constituents.

Code of Ethics and Code of Ethics for Senior Financial Officers and Directors.

All of the Company’s directors and employees, including the Executive Officers, are required to comply with the Company’s Code of Ethics to help ensure that the Company’s business is conducted in accordance with the highest standards of moral and ethical behavior. The Company also has a Code of Ethics for Senior Financial Officers applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer and controller, each of whom is also bound by the provisions set forth in the Code of Ethics relating to ethical conduct, conflicts of interest and compliance with the law. The Code of Ethics and Code of Ethics for Senior Financial Officers are published on the Company’s web site at www.lifestorage.com. The Company intends to disclose any changes in or waivers of its Code of Ethics and Code of Ethics for Senior Financial Officers by posting such information on the Company’s website. A printed copy of the Code of Ethics and the Code of Ethics for Senior Financial Officers will be provided to any Shareholder upon request to the Company at 6467 Main Street, Williamsville, New York 14221, or by telephone (716) 633-1850.

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Policies and Procedures Regarding Related Party Transactions.

The Company has established written conflict of interest policies, which are included in the Company’s Code of Ethics, to which all directors, Executive Officers and key employees are subject. These persons are required to disclose to the Company’s Chief Compliance Officer (or, in the event such person with the conflict is a director or Executive Officer, to the Chair of the Audit and Risk Management Committee) in writing each outside relationship, activity and interest that creates a potential conflict of interest, including transactions or arrangements potentially disclosable pursuant to applicable rules of the SEC. The Audit and Risk Management Committee will review any transaction involving a director or officer that may create a conflict of interest and either approve or reject the transaction or refer the transaction to the full Board or other appropriate committee in its discretion. All directors, Executive Officers and other key employees are required to disclose in writing each year whether they are personally in compliance with such policy. In addition, each director and Executive Officer is required to complete an annual questionnaire which calls for disclosure of any transactions in which the Company is or is to be a participant, on the one hand, and in which such director or Executive Officer or any member of his or her family has a direct or indirect material interest, on the other. The Board of Directors is of the opinion that these procedures are sufficient to allow for the review, approval or ratification of any transactions with related persons that would be required to be disclosed under applicable SEC rules.

The Role of the Board of Directors in the Company’s Risk Oversight Process.

The Company’s Board of Directors is responsible for overseeing the Company’s risk management processes and enterprise risk management. Certain areas of this responsibility have been delegated by the Board of Directors to the Audit and Risk Management Committee, the Compensation and Human Capital Committee and the Nominating, Governance and GovernanceCorporate Responsibility Committee, each with respect to the assessment of the Company’s risks and risk management in its respective areas of oversight. The Audit and Risk Management Committee oversees risks related to internal controls and procedures, cybersecurity, and oversees risks related to conflicts of interest and code of ethics matters. The Compensation and Human Capital Committee oversees risks related to compensation practices. The Nominating, Governance and GovernanceCorporate Responsibility Committee oversees risks related to governance matters. The full Board of Directors has primary responsibility for evaluating strategic and operational risk management, and succession planning and cybersecurity risks.planning. The Board receives regular updates from management on operational cybersecurity and other risks facing the Company. The Board committees and the full Board of Directors focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board of Directors’ objectives. While the Board of Directors oversees the Company’s risk management, Company management is responsible forday-to-day risk management processes. The Company believes this division of responsibilities is the most effective approach for addressing the risks facing the Company.

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HOW TO COMMUNICATE WITH US

Complaint Procedure; Communications with Directors.

The Board of Directors believes it can be valuable to cast a wide net for information and input to inform its discussions and decisions. It has therefore established numerous practices to enable it to do so. These practices include, but are not limited to:

The Board of Directors has established a process for Shareholders or other interested parties to send communications to the Company’s independent directors. Shareholders or other interested parties may communicate with the Board of Directors by calling (716) 633-1850 ext. 6144 or by writing to the Company’s secretary. Communications sent to the Company addressed to the Board of Directors by these methods will be screened by the Secretary for appropriateness before either forwarding or notifying the independent directors of receipt of communication.

The Sarbanes-Oxley Act of 2002 requires public companies to maintain procedures to receive, retain and respond to complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company has such procedures in place. Any employee of the Company may report concerns regarding these matters in the manner specified in the Company’s Whistleblower Policy & Procedures, which is published on the Company’s web site at www.lifestorage.com. A printed copy of the Company’s Whistleblower Policy & Procedures will be provided to any Shareholder upon request sent to the Company at 6467 Main Street, Williamsville, New York 14221, or requested by telephone (716) 633-1850.

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HOW WE ARE PAID

Director Compensation

The table below summarizes the compensation paid by the Company to directors who are not officers or employees of the Company (“Outside Directors”) for the year ended December 31, 2018.2020. Directors who are not Outside Directors are not paid any compensation for their service as directors. Mr. Rogers retired asMs. Harnett was appointed to the Company’s Chief Executive OfficerBoard on February 28, 201912, 2021 and therefore wasdid not paidreceive any compensation for his service as a director in 2018.2020. All share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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The Company pays its annual directors’ fees quarterly. TheThis base annual director’s fee payable by the Company to each Outside Director is $100,000$80,000 ($25,00020,000 quarterly). An annual fee of $50,000$75,000 ($12,50018,750 quarterly) is payable to thenon-executive Chair of the Board; an annual fee of $20,000 ($5,000 quarterly) is payable to the chair of the Audit and Risk Management Committee and $10,000 ($2,500 quarterly) is payable to each of the other members of such committee; an annual fee of $15,000 ($3,750 quarterly) is payable to the chair of the Compensation and Human Capital Committee and $7,500 ($1,875 quarterly) is payable to each of the other members of such committee; an annual fee of $10,000$15,000 ($2,5003,750 quarterly) is payable to the chair of the Nominating, Governance and GovernanceCorporate Responsibility Committee and $5,000$7,500 ($1,2501,875 quarterly) is payable to each of the other members of such committee. Outside Directors are also paid a meeting fee of $1,000 for each special meeting of the Board of Directors attended. Meeting fees are not paid for regular meetings and committee meetings. In 2018, Messrs. Barberio and Rusmisel were each paid a fee of $50,000 for their service on a special committee of the Board which participated in negotiations with an investor, the investor’s counsel, the Company’s outside counsel, and a public relations firm. In addition, the Company will reimburse all directors for reasonable expenses incurred in attending meetings. Also, certain Outside Directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company. Those Outside Directors who are not provided such health insurance coverage are provided a cash payment in lieu of health insurance coverage.

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this goal. The Company adopted these stock ownership guidelines as a means of requiring directors to hold equity and tie their interests to Shareholders’ interests. All directorsOutside Directors have either met these guidelines or are still within the five-year period allowed to meet this guideline.

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Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2018,2020 (except as set forth in footnote 1 below), with respect to equity compensation plans under which shares of the Company’s Common Stock may be issued. All share and per share amounts in the table and related footnotes below have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

(1)    Includes the actual number of shares issued in January 2019 as part of the 20152021 related to performance-based awards (14,738)issued on December 29, 2017 (43,532) and the maximum number of shares (116,624)(182,046) that could be issued as part of 2016, 2017the performance-based awards issued in 2018, 2019 and 2018 performance-based awards.2020. The actual number of shares to be issued as part of the performance-based awards issued in 2018, 2019 and 2020 will be determined at the end of the three-year performance periods in 2019, 20202021, 2022 and 2021.2023, respectively. See Note 9 to the Company’s financial statements included in the 2020 Annual ReportReport.

(2)    The 2009 Outside Directors’ Stock Option and Award Plan expired on Form10-KMay 21, 2020 and was replaced by the 2020 Outside Directors’ Stock Award Plan. Therefore, no securities are available for future issuance under the year ended2009 Outside Directors’ Stock Option and Award Plan at December 31, 2018.2020.

(2)(3)    Under the Deferred Compensation Plan for Directors,non-employee directors may defer all or part of their directors’ fees that are otherwise payable in cash. Directors’ fees that are deferred under the plan will be credited to each director’s account under the plan in the form of Units. The number of Units credited is determined by dividing the amount of directorsdirectors’ fees deferred by the closing price of the Company’s Common Stock on the New York Stock Exchange on the day immediately preceding the day upon which directorsdirectors’ fees otherwise would be paid by the Company. A director is credited with additional Units for dividends on the shares of Common Stock represented by Units in such director’s account. A director may elect to receive the shares in a lump sum on a date specified by the director or in quarterly or annual installments over a specified period and commencing on a specified date.

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Security Ownership of Certain Beneficial Owners

The following table sets forth information as to all persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company as of April 2, 2019.March 30, 2021 based on 76,423,796 shares of Common Stock outstanding as of such date. All share amounts in the table and related footnotes below reported as of December 31, 2020 have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders of record on January 15, 2021.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Directors, officers andgreater-than-10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on review of information furnished to the Company and reports filed through the Company, the Company believes that all Section 16(a) filing requirements applicable to its directors, officers andgreater-than-10% beneficial owners were complied with during 2018.

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OUR AUDITORS

PROPOSAL 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the Shareholders and basedBased upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has reappointed Ernst & Young LLP as its independent registered public accounting firm to audit the financial statements of the Company for the current fiscal year. year ending December 31, 2021. At the Annual Meeting, Shareholders will be asked to ratify this appointment. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting (via webcast), will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees billed to the Company for fiscal years 20182020 and 20172019 by Ernst & Young LLP were as follows:

Audit fees include fees for the audit of the Company’s consolidated financial statements, interim reviews of the Company’s quarterly financial statements, and the audit of the Company’s internal controls over financial reporting. Included in audit fees for 20182020 and 20172019 are $70,896$350,000 and $150,000,$220,000, respectively, related to the Company’s public bond offerings, common stock offerings and SEC comment letter responses. There were no audit-related fees paid to Ernst & Young LLP in 2017 or 2018. Tax fees include fees for services relating to tax return preparation, tax compliance, transaction tax due diligence, tax planning and tax advice. All other fees relate to technology access.

The Audit and Risk Management Committee has adopted a policy that requires its advance approval of the Audit Committee for all audit, audit-related, tax and other services to be provided by the independent registered public accounting firm to the Company. The Audit and Risk Management Committee has delegated to its Chair authority to approve permitted services, provided that the Chair reports any decisions to the Audit and Risk Management Committee at its next scheduled meeting. During 2018,2020, all fees for audit services, all fees for audit-related services and all fees for tax services were approved under this policy.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast, provided a quorum is present at the meeting. For purposes of the vote on this proposal, abstentions and brokersnon-votes will not be counted as votes cast and will have no effect on the results of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Although Shareholder approval is not required, the Company

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desires to obtain from its Shareholders an indication of their approval of the Audit and Risk Management Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019.2021. Even if the appointment of Ernst & Young LLP is ratified,

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REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

Management has the primary responsibility for the integrity of the Company’s financial information and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP, the Company’s independent registered public accounting firm, is responsible for conducting independent audits of the Company’s financial statements and the effectiveness of internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting based upon those audits. The Audit and Risk Management Committee is responsible for overseeing the conduct of these activities by management and Ernst & Young LLP.

As part of its oversight responsibility, the Audit and Risk Management Committee has reviewed and discussed the audited financial statements, the adequacy of internal controls and the effectiveness of the Company’s internal controls over financial reporting with management and Ernst & Young LLP. The Audit and Risk Management Committee also has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301,“Communications with Audit Committees”, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board. The Audit and Risk Management Committee met with Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit and Risk Management Committee has also discussed with Ernst & Young LLP matters required to be discussed by applicable auditing standards. The Audit and Risk Management Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Risk Management Committee concerning independence and has discussed with Ernst & Young LLP that firm’s independence.

Based upon these reviews and discussions, the Audit and Risk Management Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2020 be included in Life Storage Inc.’s 2020 Annual Report onForm 10-K for the year ended December 31, 2018 for filing with the Securities and Exchange Commission.

Members of the Audit and Risk

Management Committee

ARTHUR L. HAVENER, JR., CHAIR

CHARLES E. LANNON

STEPHEN R. RUSMISEL

DANA HAMILTON

EDWARD J. PETTINELLA

SUSAN HARNETT

THE FOREGOING REPORT SHALL NOT BE DEEMED TO BE “SOLICITING MATERIAL” OR TO BE “FILED” WITH THE SECURITIES AND EXCHANGE COMMISSION AND SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

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PROPOSAL 3. APPROVAL OF THE AMENDMENT OF THE COMPANY’S CHARTER TO BYLAWSINCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors is recommending thathas unanimously adopted and declared advisable a proposal to amend Section 7.1 of the Shareholders approve an amendment to the Company’s Bylaws to add an exclusive forum selection provision as new Article XI (the “Exclusive Forum Amendment”). Although under our Bylaws, the Board may generally amend the Bylaws without Shareholder approval, the Board believes that this is an important issue and that it should be consided by Shareholders.

The Exclusive Forum Amendment provides that, unlesscharter of the Company consents(as currently in effect, the “Charter”) to an alternative forum,increase the exclusive forum for specified legal actions in whichnumber of shares of common stock that the Company is involvedauthorized to issue from 100,000,000 to 200,000,000 shares and to make a corresponding increase in the dollar amount of the aggregate par value of all our authorized shares of stock having par value.

If this amendment is approved by the Shareholders, Section 7.1 of the Charter will be inamended to increase the Circuit Courtnumber of Baltimore City, Maryland, or ifauthorized shares of common stock from 100,000,000 to 200,000,000 shares. The number of authorized shares of preferred stock would remain unchanged at 10,000,000 shares. In connection with such increase, the Circuit Court does not have jurisdiction,Charter would correspondingly increase the United States District Court foraggregate par value of authorized shares of stock having par value by $1,000,000, based on the District$0.01 par value of our common stock.

If this Proposal 3 is approved by our Shareholders, Articles of Amendment incorporating the amendment described above (the “Articles of Amendment”) will be filed with the State Department of Assessments and Taxation of Maryland sitting in Baltimore, Maryland. The specified actions include:

The Board believes that the Company and its Shareholders will benefit fromour authorized stock having intra-corporate disputes litigated in Maryland, where the Company is incorporated and whose laws govern such disputes. The Exclusive Forum Amendment is intended to provide a streamlined, efficient and organized process for resolution of such disputes. The Exclusive Forum Amendment addresses plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions. The MGCL specifically authorizes Maryland corporations to adopt exclusive forum provisions in their charters or Bylaws and the Board believes adoption of the Exclusive Forum Amendment is a good governance measure in light of the incidence of lawsuits and multi-forum litigation.

In determining whether to recommend approval of the Exclusive Forum Amendment, the Board considered a number of factors, including the following:

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PROPOSAL 4. APPROVAL OF AMENDEDPurpose of Amendment

AND RESTATED 2009 OUTSIDESince its inception, the Company has issued common stock primarily in underwritten public offerings and, in recent years, through its “at the market” common stock offering programs. The proceeds of these issuances have been used to fund property acquisitions, investments, and development activity, to reduce amounts outstanding under our credit facilities, for working capital and for general corporate purposes. The Company has also issued shares of common stock under the Company’s 2015 Award and Option Plan, 2020 Outside Directors’ Stock Award Plan and past plans of a similar nature to compensate officers, employees, and directors for the Company’s performance and to attract, retain and motivate top management talent. The Board believes that the availability of additional shares is essential for the Company to successfully pursue its business, operational, acquisition and investment strategy. It will also enhance the Company’s flexibility in connection with general corporate purposes, such as equity offerings and acquisitions.

In addition, in January 2021, the Company completed a DIRECTORS’ STOCK OPTION AND AWARD PLANthree-for-two distribution of common stock of the Company. Such common stock distribution was non-dilutive but reduced the number of shares of authorized common stock available for raising additional capital. The Board may determine that a further common stock distribution should be made by the Company and as such, additional authorized shares of common stock would be necessary to facilitate such common stock distribution.

The newly authorized shares of common stock could be issued at such times and for such corporate purposes as our Board of Directors has adopted a resolution recommending thatmay deem advisable without further action by our Shareholders, consider and approve a proposal to amend and restate the Company’s 2009 Outside Directors’ Stock Option and Award Plan (the “Directors’ Plan”), which expires in accordance with its current terms on May 21, 2019, in order to extend the term of such Directors’ Planexcept as may be required by one year so that it expires on May 21, 2020, and to provide that the number of share available for additional awards during such one year period may not exceed 10,000. As part of its ongoing review of director compensation, the Board is in the process of reviewing the various components of such compensation, including the equity components. As such, the Board has determined that it is prudent at this time to extend the Directors’ Plan for one year in order to allow compensation of Outside Directors under the Directors’ Plan to continue without change of terms until completion of such review. It is expected that a new directors’ equity plan will be submitted for Shareholder approval at the Company’s 2020 annual Shareholders’ meeting.

The Director’s Plan was initially approvedMaryland law or by the shareholdersrules of the Company on May 21, 2009 and was amended on April 1, 2016 to eliminate further grants of stock options.

Under the Directors’ Plan, 150,000 shares of Common Stock were originally available for awards, awards for 86,312 shares have been granted since the initial approval of the plan, and 63,688 shares of Common Stock remain available for additional awards. As of April 2, 2019, 18,500 of the shares under the Directors’ Plan are reserved for issuance pursuant to outstanding stock option awards previously made under the Directors’ Plan. Pursuant to the amended and restated Directors’ Plan, the aggregate total number of shares available for awards from the date of initial approval of the Directors’ Plan (May 21, 2009) will be 96,312, and 10,000 shall be available for additional awards after May 21, 2019. Such numbers are subject to adjustments for stock dividends, stock splits and other events. Assuming all eight (8) Outside Directors nominated to the Board in this proxy statement are re-elected to the Board, and using $97.96 as the fair market value of the Common Stock (which is the closing price of the Common Stock on the New York Stock Exchange asor any other stock exchange or national securities association trading system on which our common stock may be listed or traded. In this regard, shareholder approval of April 2, 2019), 6,536 total shares of restricted Common Stockequity compensation plans would be issuedrequired for new equity compensation plans or to the Company’s Outside Directors’ upon close of the 2019 annual Shareholders’ meeting. Based upon such assumptions each Outside Director would be issued 817 shares of restricted Common Stock; such number of shares beingincrease the number of shares equalof common stock available under existing equity compensation plans, and various rules of the SEC and New York Stock Exchange would make shareholder approval of such an arrangement very desirable in many cases. Subject to such shareholder approvals, the Board could authorize the issuance of these shares of common stock for any corporate purpose that the Board deems advisable, which may include capital-raising transactions of equity or convertible debt securities, stock splits, stock dividends, issuance under current or future equity compensation and incentive plans, employee stock plans and savings plans, and acquisitions of individual properties or portfolios of multiple properties.

Capital-raising is an essential part of the Company’s business, operational and investment strategies. If the Company is unable to issue additional shares of common stock, or securities convertible into common stock, (1) it may have difficulty raising funds to complete future investments, acquisitions or meet obligations and commitments as they mature (depending on its access to other sources of capital), and/or (2) it may be forced to limit future investments or alter its capitalization structure and increase leverage in order to finance future investments and obligations. These adjustments to the base annual fee payable to such director ($100,000), multiplied by 0.8 with such result ($80,000) being divided by the fair market value of a share of Common Stock ($97.96). The actual number of shares of to be issued at time of grant cannot be determined until the date of such grant. Except for the restricted stock awards to be made to such Outside Director’s upon close of the 2019 Annual Shareholders’ Meeting, such Outside Directors will not be granted any additional awards under the amended and restated Directors’ Plan thereafter; it being the expectation that a new Directors’ equity plan will be submitted for Shareholder approval atCompany’s investment strategy may limit the Company’s 2020 Annual Shareholders’ Meeting.ability to generate earnings growth and increase shareholder value.

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The full textIn light of the amendedforegoing, the Board of Directors has determined it advisable and restated Directors’ Plan is attached hereto asExhibit B to this proxy statement. The following is a summary ofin the principal provisions of the Directors’ Plan, as amended and restated.

The purpose of the Directors’ Plan is to promote the long-term financial successbest interests of the Company and therebyto amend the Charter to increase Shareholder value by enabling the Company to attract and retain outstanding Outside Directors whose judgment, interest and special efforts are essential to the conductauthorized number of shares of common stock of the Company.

Potential Risks of the Amendment

The additional authorized shares of common stock, if any when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s operations.Shareholders do not have preemptive rights with respect to common stock issuances. Accordingly, any issuance of additional shares of common stock will reduce the current Shareholders’ percentage ownership interest in the total outstanding shares of our common stock. The authorization and subsequent issuance of additional shares of common stock may, among other things, have a dilutive effect on earnings per share, FFO per share and on the equity and voting power of existing holders of our common stock. The Board of Directors recognizes the potential dilutive impact issuing additional shares will have on the outstanding shares and believes that the Directors’ Plan has been effectiveproposed increase in achieving these objectives and that the Company continues to need a plan of this type.

Under the Directors’ Plan, as of the close of each annual Shareholders’ meeting, each Outside Director, is granted a number ofauthorized shares of restrictedcommon stock equal to the annual fee payable to such Outside Director multiplied by 0.8strikes an appropriate balance between advancing its investment strategy and divided by the fair market valueminimizing dilution.

The availability for issuance of a shareadditional shares of Common Stock on the date of grant. The restrictedcommon stock granted vests one year following the date of grant if the Outside Director to whom such grant was made is a member ofcould enable the Board of Directors asto render more difficult or discourage an attempt to obtain control of such date; provided, however,the Company. For example, by increasing the number of outstanding shares, the interest of the party attempting to gain control of the Company could be diluted. Also, the additional shares could be used to render more difficult a merger or similar transaction. The Board of Directors is not aware of any attempt, or contemplated attempt, to obtain control of the Company. The proposed increase in the number of authorized shares of common stock is not being presented with the intent that such restricted stock immediately vests upon anyit be used to prevent or discourage an attempt to obtain control of (i) such Outside Director’s death or disability while serving onthe Company. However, nothing would prevent the Board of Directors and (ii) a Significant Corporate Event. A “Significant Corporate Event”from taking any appropriate actions consistent with what the Board of Directors determines is defined as (i)in the dissolution or liquidationbest interests of the Company, (ii)Company. Further, in order to protect the Company’s status as a merger, reorganizationreal estate investment trust, the Company’s Charter provides that no person may acquire securities that would result in the direct or consolidationindirect beneficial ownership of more than 9.8% in which the Company is acquired by another person or in which the Company is not the surviving corporation, or (iii) the sale of all or substantially all of the outstanding Common Stock or assets of the Company to another entity. An Outside Director will not have taxable income at the time restricted stock is granted (unless the Outside Director elects to be taxed at that time), but does have taxable income at the time of vesting of the restricted stock in an amount equal the fair market value of the restrictedCompany’s outstanding capital stock onby such person (unless an exemption is granted to such person by the dateBoard). Consequently, the approval of vesting.the proposed amendment should have little incremental effect in discouraging unsolicited takeover attempts.

The Directors’ Plan provides that inIf this proposed amendment is approved, all or any of the event of a stock dividend, stock split, merger, consolidation or other change in the Company’s capital structure, the maximum number ofauthorized shares of Common Stock available for issuance under the Directors’ Plan willcommon stock may be appropriately adjusted.

Upon original adoption of the Directors’ Plan, the Directors’ Plan included provisions for issuance of stock options to Outside Directors. In 2016, the Directors Plan was amended to eliminate stock options as a component.

Only a director who is an Outside Director is eligible to receive restricted stock grants under the Directors’ Plan. The number of persons eligible to participate in the Directors’ Plan will be eight assuming the election of the directors nominated herein.

The amended and restated Directors’ Plan shall be effective upon its approvalissued without further action by the Shareholders and without first offering such shares to the Shareholders for subscription. The issuance of shares otherwise than on a pro-rata basis to all current Shareholders would reduce current Shareholders’ proportionate interests. However, in any such event, Shareholders wishing to maintain their interests may be able to do so through normal market purchases.

No Dissenters’ Rights

Under Maryland law, shareholders are not entitled to dissenters’ rights of appraisal with respect to this proposal.

The text of the Company.proposed Articles of Amendment is attached as Exhibit A to this proxy statement.

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NEW PLAN BENEFITSRequired Vote for Proposal 3

Directors’ Plan, as amended and restated

Approval of the amended and restated Directors’ Planamendment to the Charter requires the affirmative vote of a majorityShareholders entitled to cast two-thirds of the shares of Common Stockvotes entitled to be cast on the proposal, provided a quorum is present at the meeting. For purposes of the vote, abstentionsAbstentions and broker non-votes will not be counted as votes cast and will have the same effect as votesof a vote against the proposal and broker non-votes will not have any effect onamendment to the results of the vote.Charter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE AMENDED AND RESTATED 2009 OUTSIDE DIRECTORS’ STOCK OPTION AND AWARD PLANAMENDMENT TO THE COMPANY’S CHARTER

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OUR COMPANY

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s corporate responsibility is deeply rooted in our core values: teamwork, respect, accountability, integrity and innovation. The Company approaches initiatives, programs, practices and policies with a view toward risk management and with consideration of the impact on its customers, team members, communities and shareholders. We therefore share with you in this section some information about our leadership and our management of the human capital, environmental, safety, customer and other stakeholder matters that we believe support our long-term sustainability financially and more generally.

The following persons are the current executive officers of the Company:

David L. Rogers retired from his position as Chief Executive OfficerLife Storage’s Mission: Rooted in Sustainability

The pandemic underscored the importance or necessity of safe, accessible storage to assist customers who have had to make sudden and significant changes to their lives. Therefore, we took swift action to protect our team members so they could provide a high level of safe and reliable customer service. Such actions included:

Supporting Our Team

Supporting Our Customers

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Environmental Highlights

Life Storage owns or operates more than 925 self-storage facilities encompassing approximately 67 million square feet in 32 states and Ontario, Canada. As a memberREIT and a facility owner and operator, we are responsible for monitoring and minimizing our environmental impact.

Energy Efficiency Measures

Self-storage facilities are inherently resilient and have low environmental impacts due to low energy and water utilization and minimal customer and employee traffic. However, we work to further reduce our environmental impact through:

Renewable Energy Program

More than 30 Life Storage wholly owned facilities are equipped with more than 40 solar arrays. To date, our renewable energy program has generated 20 GWh of the Company’s Board of Directors. Kenneth F. Myszka retired from his position as President of the Company on December 31, 2018.energy.

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We have started a 5-year solar development initiative that we expect to:

Life Storage Energy Efficiency Standard

Roofing

Heating & Cooling

Lighting

Water and Waste

Although self-storage facilities typically have low rates of water use, we have implemented formal water and waste management policies, procedures and monitoring programs to reduce our waste consumption and intensity.

Sustainable Operations

We integrate sustainability into the operations of all Life Storage facilities. Highlights include:

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Green Buildings

Life Storage is a silver member of the U.S. Green Building Council (USGBC^®).

The Life Storage wholly owned portfolio includes certified-sustainable buildings in Deer Park, NY (USGBC Certified LEED Silver) and Chamblee, GA (Green Globe Certified One Green Globe). We expect to continue to add more green buildings as our mandated improvements affect our portfolio.

Social Highlights

With approximately 2,000 team members and more than 500,000 customers in hundreds of markets across 32 states and Canada, treating everyone with dignity and respect is at the core of our company’s values and is essential to our ability to create value for all of our stakeholders.

Our Teammates

We strive to attract and retain the highest quality team members with competitive compensation and benefits, opportunities for personal growth and development, safe working conditions and a culture that emphasizes fair and equitable treatment.

Robust training and professional development programs:

Employee Engagement:

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Our Customers

Customer Satisfaction