National Storage Affiliates Trust (NSA) Earnings Call Transcript & Summary

Good morning, and welcome to National Storage Affiliates Annual Meeting of Shareholders. I would now like to introduce the first presenter, Mr. Arlen Nordhagen.

Thank you, Maura. And good morning, everyone. I'm Arlen Nordhagen, Executive Chairman of the Board of National Storage Affiliates Trust and a candidate for reelection. I'd like to call the 2021 annual meeting of shareholders to order, and welcome all of you to the meeting, which we are holding virtually. With me, either in person or virtually today is Tamara Fischer, our President and Chief Executive Officer, and a candidate for reelection to our Board; David Cramer, our Chief Operating Officer; and Brandon Togashi, our Chief Financial Officer. Also joining us today virtually are George Chapman, Paul Hylbert, Jr., Chad Meisinger, Steven Osgood, Dominic Palazzo, Rebecca Steinfort, Mark Van Mourick, J. Timothy Warren and Charles Wu, our current trustees and trustee nominees. Dexter Metcalfe, Paul Nocco and Luke Schafer of KPMG, the company's independent registered public accounting firm; and [ Laura Cisneros ] with Broadridge Financial Solutions, the inspector of election. Each of -- Ms. Fischer and Mr. Togashi have been appointed as a proxy to vote the common shares of all shareholders of the company who have properly returned their proxy cards to be voted at this meeting. Tiffany Kenyon, our Senior Legal Officer and Secretary, is also present and will serve as secretary of the meeting. Before we begin the business of the meeting, I'd like to discuss certain mechanics of conducting this meeting. Shareholders have the opportunity to vote by proxy. Shareholders' proxies received in time to be voted at the meeting will be voted according to the shareholders' instructions, together with any votes cast electronically via live webcast by shareholders at this meeting. This meeting also offers shareholders an opportunity to ask questions about the company. After the formal meeting is concluded, there will be an opportunity to submit questions. I'd also like to bring to your attention our customary safe harbor disclosure regarding forward-looking statements. Today's meeting may include forward-looking statements and projections, and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these projections. We do not undertake to update our forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website at www.nationalstorageaffiliates.com or call us at (720) 630-2600. Before we consider the proposals, please note that the Board of Trustees fixed the close of business on March 31, 2021, as the record date for the purposes of this meeting, and we have copies of this notice of this meeting and proxy statement, the proxy card, the annual report to shareholders, which includes our Form 10-K for the year ended December 31, 2020, and the business reply envelope in the form mailed to shareholders of record and an affidavit certifying the mailing or distribution of such proxy materials to all shareholders of record on April 9, 2021. Ms. Kenyon, please file the copies of the aforementioned documents with the minutes of this meeting. Any shareholder who wishes to vote electronically via live webcast or to revoke a previously granted proxy should click on the Vote Here button on the online portal and follow the instructions before the polls close. Any shareholder who has sent in a proxy or has previously voted by mail, telephone or the Internet and does not want to change their vote does not need to take any further action. We will now pause to allow shareholders to submit their vote. [Voting]

As of the record date, March 31, 2021, there were 75,186,127 of the company's common shares outstanding. I now request the inspector report as to the number of the company's common shares that are represented at the meeting in person via the live webcast or by proxy.

I submit to the meeting the report of the inspector, which includes that there are present today in person, via the live webcast or by proxy, the holders of at least 91% of the common shares outstanding, which constitutes more than a majority of the company's common shares entitled to vote at this meeting.

Therefore, I declare that a quorum is present for the conduct of this meeting. And accordingly, we can proceed with the formal portion of the meeting. I order that the report of the inspector be filed with the records of the company. The first matter for consideration is the election of trustees to serve on the company's Board of Trustees. The Board of Trustees has nominated our 11 current trustees: Myself, Arlen D. Nordhagen; George L. Chapman; Tamara L. Fischer (sic) [Tamara D. Fischer ]; Paul W. Hylbert, Jr.; Chad L. Meisinger; Steven G. Osgood; Dominic M. Palazzo; Rebecca L. Steinfort; Mark Van Mourick; J. Timothy Warren; and Charles F. Wu for election until the annual meeting of shareholders in 2022 or until a successor is elected and qualifies. The second matter for consideration is the ratification of the selection of KPMG LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The third matter for consideration is the resolution to approve the executive compensation of the company's named executive officers as disclosed in the company's proxy statement. This proposal is a nonbinding shareholder advisory vote. The company's named executive Officers' compensation is discussed in the proxy statement that was sent or made available to shareholders.

I move to elect the 11 nominees as trustees of the company, to ratify the selection of KPMG LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, and to approve the executive compensation of the company's named executive officers as disclosed in the company's proxy statement.

And I will second the motion. If any shareholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. It has been moved and seconded that the nominees be elected. If any shareholders or proxies who intend to vote on the proposals have not done so, please vote by clicking the voting button on the online portal and following the instructions. [Voting]

It now appears that all votes have been cast. I, therefore, declare that the polls are closed. According to the preliminary report of the inspector of election that was presented to me; one, each of the trustee nominees has been elected; two, the selection of KPMG LLP has been ratified; and three, the resolution to approve, on an advisory basis, the executive compensation of the company's named executive officers as disclosed in the company's proxy statement has received the affirmative vote of holders of at least the majority of all votes cast on the proposal. Details regarding the number of shares that voted in favor, against and abstained for each proposal will be provided in a current report on Form 8-K, which we will file with the SEC by May 28, 2021. Is there any new business to come before the meeting? If there is no further business to come before the meeting, this completes the formal business of the meeting. We will be happy to discuss any questions that you may have about the company's operations at this time. And so I suggest that a motion be made to adjourn the formal meeting.

Mr. Nordhagen, I move that the meeting be adjourned.

And I will second that motion. It has been moved and seconded that the meeting be adjourned. If any stockholder would like to make a comment regarding adjournment, please submit your comment through the web portal. The formal meeting is now adjourned. Thank you all very much. That concludes our remarks. And at this time, I'll open the meeting to questions. To ask a question at the meeting, you must be a shareholder with a valid control number as of March 31, 2021. If you wish to ask a question, please submit the question electronically via live webcast. Please include your name and town of residence. We've allocated up to 15 minutes to ask and answer any questions. And so that we have the opportunity to respond to each shareholder, we ask that you submit no more than 2 questions each. If you have a matter of individual concern, which is not an appropriate subject for general discussion, we request that you contact our Investor Relations team, and their contact information is available on our website. Are there any questions at this time? If there are no questions, on behalf of National Storage Affiliates Trust, we thank you all for attending and we look forward to next year's annual meeting. Please note that in 24 hours, a replay of this meeting will be available for 1 year at www.virtualshareholdermeeting.com/nsa2021. Thank you very much.