Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2022, the CubeSmart (the “Company”) entered into new indemnification agreements (the “Indemnification Agreements”) with its trustees and executive officers. The Company also expects to enter into similar indemnification agreements with its future trustees and executive officers. The Indemnification Agreements replace and supersede previous indemnification agreements between the Company and each of its trustees and executive officers. The changes to the previous indemnification agreements reflected in the new Indemnification Agreements are administrative in nature. Consistent with the previous indemnification agreements, the new Indemnification Agreements provide for indemnification rights to the maximum extent permitted under Maryland law (including indemnification against certain liabilities that may arise in connection with the indemnitee’s status or service as one of the Company’s trustees, executive officers or agents or in such indemnitee’s capacity at other specified entities at which the indemnitee serves at the Company’s request) and to advance such indemnitee’s expenses incurred as a result of any proceeding for which the indemnitee may be entitled to indemnification. The Indemnification Agreements are in addition to any other rights an indemnitee may have under the Company’s organizational documents or applicable law.
The foregoing summary description of the material terms of the Indemnification Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02(e) by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of shareholders of the Company was held on May 17, 2022. At the meeting, the Company’s shareholders voted on: (1) the election of eight trustees, (2) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022, and (3) an advisory vote regarding the compensation of the Company’s named executive officers. The voting results on these proposals were as follows:
Proposal 1: Election of eight trustees.
| | | | | | |
| | Votes For | | Withheld | | Broker Non-Votes |
Piero Bussani | | 188,116,917 | | 6,026,827 | | 11,272,211 |
Dorothy Dowling | | 189,536,135 | | 4,607,609 | | 11,272,211 |
John W. Fain | | 192,154,660 | | 1,989,084 | | 11,272,211 |
Jair K. Lynch | | 193,863,827 | | 279,917 | | 11,272,211 |
Christopher P. Marr | | 193,196,228 | | 947,516 | | 11,272,211 |
Deborah Ratner Salzberg | | 188,187,452 | | 5,956,292 | | 11,272,211 |
John F. Remondi | | 180,139,585 | | 14,004,159 | | 11,272,211 |
Jeffrey F. Rogatz | | 186,933,814 | | 7,209,930 | | 11,272,211 |
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| | | | |
Votes For | | Votes Against | | Abstentions |
198,305,385 | | 6,945,547 | | 165,023 |
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
177,403,075 | | 16,527,561 | | 213,108 | | 11,272,211 |
