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PSA > SEC Filings for PSA > Form 8-K on 2-May-2014All Recent SEC Filings

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Results of Operations and Financial Condition, Change in Directors or Principal Of

Item 2.02Results of Operations and Financial Condition and Exhibits

On May 1, 2014 Public Storage announced its financial results for the quarter ended March 31, 2014. The full text of the press release issued in connection with the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Public Storage 2014 Annual Meeting of Shareholders held on May 1, 2014 (the "2014 Annual Meeting"), Public Storage's shareholders approved the proposed amendments to the Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan (the "2007 Plan") that were previously described in Public Storage's 2014 definitive proxy materials. As a result of the amendments, (i) the number of shares available for issuance under the 2007 Plan was increased by 771,269 and (ii) the limit on the aggregate value of cash and non-cash awards, other than stock options and stock appreciation rights, that may be granted under the 2007 Plan to any individual in any calendar year was increased to $15.0 million. The amendments to the 2007 Plan had been previously approved, subject to shareholder approval, by the Public Storage Board of Trustees. The amendments to the 2007 Plan became effective immediately upon shareholder approval at the 2014 Annual Meeting. A summary of the material terms of the 2007 Plan, as amended, is set forth in Public Storage's 2014 definitive proxy materials and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the 2007 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders

Four proposals were submitted to our shareholders for a vote at the 2014 Annual Meeting. The proposals are described in detail in our proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission on March 12, 2014. The final results for the votes for each proposal are set forth below.

1. Our shareholders elected eight trustees to our Board of Trustees, to hold office until the 2015 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:

                                    Total Votes
         Name           Total Votes For Total Votes Withheld Broker Non-Votes
Ronald L. Havner, Jr.     139,583,512         8,982,147         6,966,261
Tamara Hughes Gustavson   142,431,731         6,133,928         6,966,261
Uri P. Harkham            146,445,431         2,120,228         6,966,261
B. Wayne Hughes, Jr.      134,660,448        13,905,211         6,966,261
Avedick B. Poladian       141,934,792         6,630,867         6,966,261
Gary E. Pruitt            146,162,054         2,403,605         6,966,261
Ronald P. Spogli          146,178,451         2,387,208         6,966,261
Daniel C. Staton          146,447,551         2,118,108         6,966,261

2. The shareholders ratified the appointment of Ernst & Young LLP as Public Storage's independent registered public accounting firm for the fiscal year ending December 31, 2014:

Votes For Votes Against Abstain Broker Non-Votes 154,293,146 976,413 262,271 90

3. The shareholders approved the amendments to the 2007 Equity and Performance-Based Incentive Compensation Plan:

Votes For Votes Against Abstain Broker Non-Votes 143,843,467 4,498,639 223,553 6,966,261

4. The shareholders approved the advisory vote on executive compensation:

Votes For Votes Against Abstain Broker Non-Votes 145,316,323 2,994,572 254,764 6,966,261

Item 9.01Financial Statements and Exhibits


Exhibit 10.1-Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan as Amended Effective as of May 1, 2014

Exhibit 99.1-Press Release dated May 1, 2014

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