UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(dDate of earliest event reported): July 19, 2022

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 15, 2022

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

Maryland		001-10709		95-4300881
(State or other jurisdictionof incorporation)		(CommissionFile No.)		(I.R.S. EmployerIdentification No.)

Maryland

701 Western Avenue,Glendale, California		91201-2349
(Address of principal executive offices)		(Zip Code)

(State or Other Jurisdiction of Incorporation)

(818) 244-8080


1-10709						95-4300881
(Commission File Number)						(I.R.S. Employer Identification Number)

Registrant’s telephone number, including area code


701 Western Avenue, Glendale, California						91201-2349
(Address of principal executive offices)						(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the~~(818) ~~Form 8~~244-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~8080

N/A

(Former name or former address, if changed since last report)

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


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Title of Each Class

TradingSymbol

Name of Each Exchangeon Which Registered

Common Stock, $0.01 par value per share

~~PSB~~

~~New York Stock Exchange~~

PSB

New York Stock Exchange

Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Share, Series X, $0.01 par value

~~PSBPrX~~

~~New York Stock Exchange~~

PSBPrX

New York Stock Exchange

Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Share, Series Y, $0.01 par value

~~PSBPrY~~

~~New York Stock Exchange~~

PSBPrY

New York Stock Exchange

Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series Z, $0.01 par value

~~PSBPrZ~~

~~New York Stock Exchange~~

PSBPrZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

On July 1519, 2022, PS Business Parks, Inc. (the “Company”) ~~held~~issued its ~~Special~~Supplemental ~~Meeting~~Information ofPackage ~~Stockholders~~for (the ~~“Special~~second ~~Meeting”).~~quarter As of ~~the~~2022, ~~close~~which ofis ~~business~~attached onas ~~June 7,~~Exhibit ~~2022~~99.1, ~~the~~including ~~record~~results ~~date~~of operations and financial condition for the ~~Special~~quarter ~~Meeting~~ended June 30, ~~there~~2022. ~~were~~The ~~27,631,499~~information ~~shares~~in ofItem ~~common~~2.02 ~~stock~~ of ~~the~~this ~~Company~~Form ~~issued~~8-K and ~~outstanding~~the ~~and~~Exhibit ~~entitled~~attached hereto pursuant to ~~vote~~Item at9.01 ~~the~~shall ~~Special~~not ~~Meeting.~~be ~~Stockholders~~deemed ~~holding~~“filed” afor ~~majority~~purposes of ~~the~~Section ~~shares~~18 of ~~common~~the ~~stock~~Securities Exchange Act of 1934, as amended (the ~~Company~~“Exchange ~~entitled~~Act”), or otherwise subject to ~~vote~~the ~~were~~liabilities ~~present~~of orthat ~~represented~~section, nor shall it be deemed incorporated by ~~proxy~~reference atin any filing under the ~~Special~~Securities ~~Meeting~~Act of 1933, ~~constituting~~as aamended, ~~quorum~~or ~~for~~the ~~all~~Exchange ~~matters~~Act, ~~presented~~except atas ~~the~~expressly ~~Special~~set ~~Meeting.~~forth by specific reference in such filing.

~~The~~Item following is a brief description of each matter voted upon at the Special Meeting and a statement of the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable9. ~~The matters listed below are described in more detail in the proxy statement filed by the Company with the U~~01.S. ~~Securities~~Financial Statements and ~~Exchange~~Exhibits ~~Commission on June 8, 2022.~~

~~Proposal No. 1: A proposal to approve the merger~~ (~~the “Company Merger”~~d) ofExhibits Sequoia Merger Sub I LLC (“Merger Sub I”) with and into the Company, as contemplated by the Agreement and Plan of Merger, dated as of April 24, 2022, as may be amended from time to time, by and among the Company, PS Business Parks, L.P., Sequoia Parent LP, Merger Sub I and Sequoia Merger Sub II LLC (the “Merger Agreement”), and the other transactions contemplated by the Merger Agreement (the “Company Merger Proposal”)

Votes For	Votes Against	Abstain
Exhibit 99.1			Supplemental Information, Second Quarter 2022.
24,637,379	10,163	60,989
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal No. 2: A proposal to approve, on a non-binding, advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Company Merger (the “Advisory Compensation Proposal”)

Votes For		Votes Against		Abstain
10,201,845		14,470,713		35,973

Because the Company’s stockholders approved the Company Merger Proposal, a third proposal to adjourn the Special Meeting for the purpose of soliciting additional proxies was not submitted to the Company’s stockholders for approval at the Special Meeting.

Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

Subject to the satisfaction or waiver of all of the conditions to the closing of the Company Merger in the Merger Agreement, the Merger is expected to be completed on or about July 20, 2022.

Item 8.01 Other Events

On July 15, 2022, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Exhibit Description
99.1		Press Release issued on July 15, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	PS BUSINESS PARKS, INC.	~~PS BUSINESS PARKS, INC.~~
Dated: July 15, 2022		By:	/s/ Adeel Khan
Date: July 19, 2022	By:		/s/ Adeel Khan
			Name:	Adeel Khan
			Adeel Khan
			Title:	Executive Vice President, Chief Financial Officer and Corporate Secretary
			Chief Financial Officer

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