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| EXR > SEC Filings for EXR > Form 8-K on 26-May-2009 | All Recent SEC Filings |
26-May-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financi
The Board of Directors of Extra Space Storage Inc. (the "Company") approved amendments to the Company's bylaws effective May 20, 2009. The following sets forth a summary of the amendments to the bylaws, which is qualified in its entirety by reference to the Company's Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated by reference in this item.
General
In addition to the amendments described below, the amended bylaws include certain changes to (1) clarify language and (2) make various technical corrections and non-substantive changes.
Article II - Meetings of Stockholders
Section 4. Notice. The amended bylaws permit a single notice to be effective for all stockholders sharing the same address. Additionally, the amended bylaws clarify that imperfect notice to one or more stockholders will not affect the validity of an annual meeting or a special meeting of stockholders.
Section 5. Scope of Notice. The amended bylaws provide that the Company can postpone or cancel a meeting of the stockholders by making a public announcement prior to the meeting.
Section 11. Inspectors. The amended bylaws provide that the Board of Directors or the chair of the meeting of stockholders may appoint, before or at the meeting, one or more inspectors. Additionally, the inspector's authority and responsibilities are clarified.
Section 12. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. The amended bylaws (a) expand the disclosure required by
stockholders making proposals or nominations to include, among other things,
with respect to the stockholder and any of its affiliates and associates, any
derivative, swap or other transactions in the Company and certain other material
interests and relationships that could influence proposals or nominations,
(b) require stockholders nominating directors to disclose the same information
about proposed director nominees that would be required if the director nominee
were submitting a proposal and require the director nominees to complete a
questionnaire, representation and agreement with respect to their background,
any voting commitments or compensation arrangements and their commitment to
abide by the Company's governance guidelines, (c) require a reasonably detailed
description of all agreements, arrangements and understandings between
stockholders making proposals of business and any other person or entity
(including their names) in connection with the proposal of business, (d) require
that disclosures provided by stockholders making proposals or nominations be
updated and supplemented so as to be true and correct and (e) clarify that the
provisions of this section apply to any proposal of business to be considered
before a meeting of stockholders other than a stockholder proposal made pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
Article III - Directors
Section 15. Reliance. The amended bylaws conform the provision regarding reliance by directors on others to more closely track Maryland law.
Section 16. Ratification. The amended bylaws clarify the power of the Board of Directors or the stockholders to ratify any action or inaction that they could have originally authorized, including any action or inaction questioned in derivative proceedings or other matters.
Article V - Officers
Section 11. Treasurer. The amended bylaws, consistent with the Company's current practice, eliminate the requirement that the treasurer provide the Company a bond at the discretion of the Board of Directors for the performance of his or her duties.
Section 12. Assistant Secretaries and Assistant Treasurers. The amended bylaws, consistent with the Company's current practice, eliminate the requirement that the assistant treasurer provide the Company a bond at the discretion of the Board of Directors for the performance of his or her duties.
Article VII - Stock
Section 1. Certificates. The amended bylaws, consistent with the New York Stock Exchange Direct Registration System rules, clarify that the Company's securities may be issued without certificates and that stockholders are not entitled to physical certificates.
Section 2. Transfers. The amended bylaws, consistent with the New York Stock Exchange Direct Registration System rules, clarify that the Company's securities may be issued without certificates.
Section 3. Replacement Certificate. The amended bylaws, consistent with the New York Stock Exchange Direct Registration System rules, clarify that the Company's securities may be issued without certificates and that stockholders are not entitled to physical certificates.
Section 4. Fixing of Record Date. The amended bylaws revise requirements for setting of a record date to reflect standard Company practice by deleting references to closing of the transfer books in lieu of setting a record date.
(d) Exhibits:
Exhibit Number Description of Exhibit 3.1 Amended and Restated Bylaws of Extra Space Storage Inc. |
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