UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

Filed by the Registrant ☐

 

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement

 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ Definitive Proxy Statement

 

☐ Definitive Additional Materials

 

☒ Soliciting Material Under Rule 14a-12

  

PUBLIC STORAGE

(Name of Registrant as Specified in Its Charter)

 

ELLIOTT INVESTMENT MANAGEMENT L.P.

ELLIOTT ASSOCIATES, L.P.

ELLIOTT INTERNATIONAL, L.P.

MANCHESTER SECURITIES CORP.

ELLIOTT INVESTMENT MANAGEMENT GP LLC

PAUL E. SINGER

BENJAMIN C. DUSTER, IV

CRAIG MACNAB

ADAM S. METZ

MICHELLE MILLSTONE-SHROFF

MAHBOD NIA

REBECCA L. OWEN

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.

 

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

(1) Title of each class of securities to which transaction applies:

 

 

 

(2) Aggregate number of securities to which transaction applies:

 

 

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4) Proposed maximum aggregate value of transaction:

 

 

 

(5) Total fee paid:

 

 

 

☐ Fee paid previously with preliminary materials:

  

 

 

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

 

 

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(2) Form, Schedule or Registration Statement No.:

 

 

 

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Elliott Investment Management L.P., together with the other participants named herein (collectively, “Elliott”), intends to file a preliminary proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified nominees as trustees of Public Storage, a Maryland real estate investment trust (the “Company”), at the Company’s 2021 annual meeting of shareholders.

 

On December 14, 2020, Elliott posted updated materials to www.PSAGrowth.com, reflecting Elliott’s intention to use a GREEN proxy card and to update the biographical information of one of its trustee nominees, as included below:

 

 

 

 

 

 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Elliott Investment Management L.P., together with the other participants named herein (collectively, “Elliott”), intends to file a preliminary proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly qualified nominees as trustees of Public Storage, a Maryland real estate investment trust (the “Company”), at the Company’s 2021 annual meeting of shareholders.

ELLIOTT STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Elliott Investment Management L.P. (“EIM”), Elliott Associates, L.P. (“Elliott Associates”), Elliott International, L.P. (“Elliott International”), Manchester Securities Corp. (“Manchester”), Elliott Investment Management L.P., (“EIM”), Elliott Investment Management GP LLC (“EIM GP”), Paul E. Singer (“Singer”), Benjamin C. Duster, IV, Craig Macnab, Adam S. Metz, Michelle Millstone-Shroff, Mahbod Nia and Rebecca L. Owen.

As of the date hereof, Elliott Associates beneficially owns 653,500 common shares, par value $0.10 per share (the “Common Shares”), of the Company (itself and through Manchester), including 651,450 Common Shares underlying certain Derivative Agreements (as defined below). As of the date hereof, Elliott International beneficially owns 1,524,834 Common Shares, including 1,520,050 Common Shares underlying certain Derivative Agreements. As of the date hereof, Manchester, a wholly owned subsidiary of Elliott Associates, beneficially owns 1,000 Common Shares. EIM, acting as the investment manager to each of Elliott Associates and Elliott International, may be deemed the beneficial owner of the 2,178,334 Common Shares beneficially owned in the aggregate by Elliott Associates (itself and through Manchester) and Elliott International. EIM GP, as the sole general partner of EIM, may be deemed the beneficial owner of the 2,178,334 Common Shares beneficially owned in the aggregate by Elliott Associates (itself and through Manchester) and Elliott International. Singer, as the sole managing member of EIM GP, may be deemed the beneficial owner of the 2,178,334 Common Shares beneficially owned in the aggregate by Elliott Associates (itself and through Manchester) and Elliott International. As of the date hereof, Mr. Macnab beneficially owns 450 Common Shares through a trust of which Mr. Macnab serves as trustee. As of the date hereof, Mr. Metz beneficially owns 875 Common Shares. As of the date hereof, none of Messrs. Duster or Nia or Mmes. Millstone-Shroff or Owen beneficially owns any Common Shares.

As of the date hereof, Elliott Associates and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of swap agreements with respect to 651,450 and 1,520,050 Common Shares, respectively, which may be physically settled within 60 days from the date hereof. Prior to the date upon which the Derivative Agreements are physically settled, such Derivative Agreements do not provide Elliott Associates or Elliott International with the power to vote or direct the voting or dispose of or direct the disposition of or otherwise exercise any rights in respect of the Common Shares that are referenced in the Derivative Agreements.

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