UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 14, 2023

July 11, 2023

LIFE STORAGE, INC.

LIFE STORAGE LP

(Exact name of registrant specified in its charter)


Maryland (Life Storage, Inc.)	1-13820	16-1194043

Delaware (Life Storage LP)	0-24071	16-1481551
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)

6467 Main Street

Williamsville, New York 14221

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (716)

633-1850

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ 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:

Life Storage, Inc.

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each exchangeon which registered
Common Stock, par value $0.01 per share		LSI		The New York Stock Exchange

Life Storage LP

Title of each class ~~Trading~~TradingSymbol ~~Symbol~~ Name of each exchangeon which registered

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).

Life Storage, Inc.:

Emerging Growth Company ☐

Life Storage LP:

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.

Life Storage, Inc. ☐

Life Storage LP ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On July 14, 2023, Life Storage, Inc. (the “Company”) isand ~~saddened~~Life Storage LP (the “Operating Partnership”) entered into (i) an Amendment No. 2 to ~~report~~Note ~~that~~Purchase ~~Alexander~~Agreement ~~Gress~~(2016) dated July 14, ~~Chief~~2023 ~~Financial~~by ~~Officer~~ and ~~Secretary~~among of the Company, ~~passed~~the ~~away~~Operating ~~suddenly~~Partnership onand the Obligors and (ii) an Amendment No. 5 to Note Purchase Agreement (2014) dated July 914, 2023. Mrby and among the Company, the Operating Partnership and the Obligors (the “Amendments”). ~~Gress~~The ~~was~~Amendments 50revised ~~and~~provisions isrelated ~~survived~~to byprepayment ~~his~~of ~~wife~~the ~~Jennifer~~notes ~~and~~to ~~their~~allow ~~three~~prepayment ~~children~~concurrently with the closing of the potential merger with Extra Space Storage Inc. pursuant to the Merger Agreement (as defined below).

The above summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments. A copy of the Amendments are included as Exhibits 10.1 and 10.2 to this Current Report on Form

~~Effective July 11, 2023, David Dodman, the Company’s Chief Operating Officer, was appointed as Chief Financial Officer and Secretary of the Company~~8-K. As the Company’s Chief Operating Officer, Chief Financial Officer and Secretary, Mr. Dodman will be the Company’s principal financial officer and principal accounting officer. The Company has released a press release regarding Mr. Gress’ passing and Mr. Dodman’s appointment. A copy of this press release is attached hereto as Exhibit 99.1.

~~David~~Item Dodman, age 49, has served as Chief Operating Officer of the Company since 2022 and previously served as Senior Vice President of Strategic Planning and Investor Relations since joining the Company in 20185. ~~Prior to joining the Company, Mr~~07. ~~Dodman~~ ~~held~~Submission various corporate strategy, mergers and acquisitions and operational roles at KeyCorp, First Niagara Financial Group, Inc. and Lockheed Martin Corporation. He also worked in the Corporate Finance / Investment Banking departments of ~~Legg~~Matters ~~Mason,~~to ~~Inc.~~a ~~and~~Vote ~~Stifel Financial Corp. Mr. Dodman holds an MBA from the University~~ of ~~Maryland~~Security ~~and a BA from Loyola University Maryland~~Holders.

InThe ~~connection~~Company ~~with~~held ~~Mr. Dodman’s~~a ~~appointment~~special asmeeting ~~Chief~~of ~~Financial~~stockholders ~~Officer,~~ (the ~~Company~~“Special ~~and~~Meeting”) ~~Mr.~~on July ~~Dodman~~18, ~~entered~~2023. ~~into~~At anthe ~~Amendment~~Special toMeeting, ~~Employment~~the ~~Agreement~~Company’s ~~(the~~stockholders ~~“Amendment~~voted toon ~~Employment~~two ~~Agreement”).~~proposals, ~~Pursuant~~each toof ~~the~~which ~~Amendment~~is todescribed ~~Employment~~in ~~Agreement,~~further detail in the ~~parties~~Company’s ~~agreed~~definitive ~~that~~proxy ~~Mr. Dodman~~statement ~~will~~on beSchedule ~~employed~~14A asfiled ~~Chief~~with ~~Financial~~the ~~Officer~~Securities and ~~Secretary~~Exchange ofCommission ~~the~~on ~~Company~~June 6, in2023. ~~addition~~Stockholder toaction ~~his~~on ~~role~~a asthird ~~Chief~~proposal, ~~Operating~~to ~~Officer.~~approve ~~The~~one ~~foregoing~~or ~~description~~more adjournments of the ~~Amendment~~Special Meeting to ~~Employment~~another ~~Agreement~~date, ~~does~~time ~~not~~or ~~purport~~place, toif benecessary ~~complete~~or ~~and~~appropriate, isto ~~qualified~~solicit inadditional ~~its~~proxies ~~entirety~~in byfavor ~~reference~~of to the ~~full~~Merger ~~Amendment~~Agreement toProposal ~~Employment~~(as ~~Agreement~~defined ~~which~~below) is(the ~~attached~~“Adjournment asProposal”), ~~Exhibit~~was ~~10.1~~not ~~hereto~~required and ~~incorporated~~no ~~herein~~vote bywas ~~reference~~taken on that proposal.

~~Item~~As of the close of business on May 923, 2023, the record date for the Special Meeting, there were 85,093,805 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) outstanding, which were each entitled to one vote with respect to each proposal at the Special Meeting.~~Financial~~ ~~Statements~~Holders ~~and~~of ~~Exhibits~~71,302,444 shares of Common Stock were present at the Special Meeting virtually or by proxy, representing 83.79% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s stockholders considered and voted on the following matters:

•

a proposal to approve the merger of Eros Merger Sub, LLC with and into the Company (the “Company Merger”) pursuant to, and on the terms and conditions set forth in, the Agreement and Plan of Merger, dated as of April 2, 2023, as amended on May 18, 2023 and as it may be further amended from time to time, by and among the Company, Life Storage LP, Extra Space Storage Inc. (“Extra Space”), Extra Space Storage LP, Eros Merger Sub, LLC and Eros OP Merger Sub, LLC (the “Merger Agreement”), and the other transactions contemplated by the merger agreement (the “Merger Agreement Proposal”); and

•

non-binding

advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Company Merger and the other transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”).

At the Special Meeting, the Company’s stockholders approved the Merger Agreement Proposal. Because there were sufficient votes to approve the Merger Agreement Proposal, stockholder action on the Adjournment Proposal was not required and

vote was taken on that proposal.

The final voting results for each proposal are set forth below.

Merger Agreement Proposal

At the Special Meeting, the Company’s stockholders voted to approve the Merger Agreement Proposal. The table below sets forth

the

voting results for this proposal:


Votes For	Votes Against	Abstentions
70,951,299	149,601	201,544

Advisory Compensation Proposal

At the Special Meeting, the Advisory Compensation Proposal did not receive the requisite vote of the Company’s stockholders and therefore was not approved. The table below sets forth the voting results for this proposal:


Votes For	Votes Against	Abstentions
10,500,238	60,478,889	323,317

Because none of the proposals 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 transaction in the Merger Agreement, the transaction is expected to be completed on July 20, 2023.

Item 8.01.

Other Events

On July 18, 2023, the Company and Extra Space issued a joint press release announcing the results of the voting at the Special Meeting and at the special meeting of stockholders of Extra Space, 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
Exhibit Number		Exhibit Description
10.1		Amendment No. 2 to ~~Employment~~Note Purchase Agreement, (2016) dated July 1114, 2023 by and among Life Storage, Inc., Life Storage LP and the Obligors
99.1		Press Release, dated July 11, 2023
10.2		Amendment No. 5 to Note Purchase Agreement (2014) dated July 14, 2023 by and among Life Storage, Inc., Life Storage LP and the Obligors
99.1		Joint Press Release, dated July 18, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Life Storage, Inc. (“Life Storage”) and Extra Space Storage Inc. (“Extra Space”) operate as well as beliefs and assumptions of Life Storage and Extra Space. Such statements involve uncertainties that could significantly impact Life Storage’s or Extra Space’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Life Storage or Extra Space expects or anticipates will occur in the future — including statements relating to any possible transaction between Life Storage and Extra Space, acquisition and development activity, disposition activity, general conditions in the geographic areas where Life Storage or Extra Space operate,

10-K

10-Q

Additional Information about the Proposed Transaction and Where to Find It

S-4,

S-4

633-1850

Participants in the Solicitation

Life Storage and Extra Space and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and executive officers of Life Storage is available in the Life Storage proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 13, 2023. Information about directors and

executive officers of Extra Space is available in the Extra Space proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 4, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. Investors may obtain free copies of these documents from Life Storage and Extra Space as indicated above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report

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

be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 11, 2023	LIFE STORAGE, INC.
Dated: July 18, 2023	LIFE STORAGE, INC.
	By:	/s/ Joseph V. Saffire
	Name:	Joseph V. Saffire
	Title:	Chief Executive Officer
Dated: July 11, 2023	LIFE STORAGE LP
Dated: July 18, 2023	LIFE STORAGE LP
	By:	/s/ Joseph V. Saffire
	Name:	Joseph V. Saffire
	Title:	Chief Executive Officer

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