SmartStop Self Storage REIT, Inc.（股票代碼：SMA）於2026年6月25日提交8-K表格，披露兩項重要公司治理事項。

8-K
 
 
 
 false0001585389--12-3100015853892026-06-232026-06-23

 

  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 23, 2026

 

  
 
SmartStop Self Storage REIT, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 

 
 
 
 
 
 
 
 

 
 Maryland

 001-42584

 46-1722812

 

 
 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

 

 
  

  

  

  

  

 

 
 10 Terrace Road

  

 

 
 Ladera Ranch, California

  

 92694

 

 
 (Address of Principal Executive Offices)

  

 (Zip Code)

 

  

 
 
 
 

 
 Registrant’s Telephone Number, Including Area Code: (866) 418-5144

 

  

 
 
 
 

 
  

 

 (Former Name or Former Address, if Changed Since Last Report)
 
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:

 
 
 
 
 
 
 
 

 
 
Title of each class

  

 Trading
Symbol(s)

  

 
Name of each exchange on which registered

 

 
 Common Stock, $0.001 par value

  

 SMA

  

 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2026, SmartStop Self Storage REIT, Inc. (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, which reclassified all 31,250,000 authorized but unissued shares of the Company’s Class A Common Stock, $0.001 par value per share, and all 2,500,000 authorized but unissued shares of the Company’s Class T Common Stock, $0.001 par value per share, as authorized but unissued shares of common stock, $0.001 par value per share, of the Company, without designation as to class or series. Following the reclassification, the Company has authority to issue 225,000,000 shares, consisting of 175,000,000 undesignated shares of common stock and 50,000,000 shares of preferred stock, $0.001 par value per share. The reclassification did not effect any increase in the total number of authorized shares of stock of the Company. 
The summary above is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results from the Annual Meeting.
 
Proposal 1 – Election of Directors
The following six individuals were elected to the Board to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified:
 

 
 
 
 
 
 

 
 Director

 Votes For

 Votes Withheld

 

 
 H. Michael Schwartz

 36,090,304

 1,526,096

 

 
 Harold “Skip” Perry

 33,422,710

 4,193,690

 

 
 David J. Mueller 

 34,659,593

 2,956,807

 

 
 Timothy S. Morris

 34,960,907

 2,655,493

 

 
  Lora Gotcheva

 37,414,735

 201,665

 

 
 Wayne Johnson

 36,637,558

 978,842

 

 
Proposal 2 –Advisory Vote on Executive Compensation
The approval, on a non-binding, advisory basis, of the compensation of our named executive officers was approved by the following vote:

 
 
 
 
 
 

 
 

 

 

 

 
 Votes For

 Votes Against

 Votes Abstained

 

 
 35,947,353

 1,397,075

 271,972

 

  
Proposal 3 – Approval of, on a Non-Binding, Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. Based on the results below, the Company has determined that it will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year.

 
 
 
 
 
 
 

 
 

 

  

 

 

 
 Every Year

 Every 2 Years

 Every 3 Years

 Votes Abstained

 

 
 37,025,404

 114,957

 214,666

 261,373

 

  
Proposal 4 – Ratification of the Appointment of BDO USA, P.C.
The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the stockholders by the following vote: 

 
 
 
 
 
 

 
 

 

 

 

 
 Votes For

 Votes Against

 Votes Abstained

 

 
 43,556,982

 358,808

 264,166

 

 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
 
3.1 Articles Supplementary of SmartStop Self Storage REIT, Inc., dated June 25, 2026 

 

 
 

 SIGNATURES
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.

 
 
 
 
 
 
 

 
  

  

  

 SMARTSTOP SELF STORAGE REIT, INC.
 

 

 
  

  

  

  

 

 
 Date:

 June 25, 2026

 By: 

 /s/ James R. Barry

 

 
  

  

  

 James R. Barry
Chief Financial Officer and Treasurer