nsa-20210225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2021

National Storage Affiliates Trust

(Exact name of registrant as specified in its charter)


Maryland	001-37351	46-5053858
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8400 East Prentice Avenue, 9th Floor

Greenwood Village, Colorado 80111

(Address of principal executive offices)

(720) 630-2600

(Registrant's telephone number, including area code)

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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 (see General Instruction A.2. below):

☐ 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 Symbols	Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share	NSA	New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share	NSA Pr A	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. ☐

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

On February 25, 2021, the Board of Trustees (the "Board") of National Storage Affiliates Trust (the "Company") increased the size of the Board from ten trustees to eleven trustees and elected Mr. Charles F. Wu, 64, to serve as a member of the Board, effective February 25, 2021 (the "Effective Date"). In addition, the Board appointed Mr. Wu to serve on its audit committee beginning on, and subject to, Mr. Wu’s reelection to the Board at the Company’s 2021 annual shareholder meeting.

As of the Effective Date, the Company has entered into an indemnification agreement with Mr. Wu that is substantially similar to the indemnification agreements the Company has entered into with the other members of the Board. The indemnification agreement provides indemnification to Mr. Wu to the maximum extent permitted by Maryland law and certain procedures for indemnification, including advancement by the Company of certain expenses relating to claims brought against these persons under certain circumstances. Other than the indemnification agreement, there is no arrangement or understanding between Mr. Wu and any other persons pursuant to which Mr. Wu was elected to serve on the Board or other related party transactions between the Company and Mr. Wu that would require disclosure under Item 404(a) of Regulation S-K.

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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.


NATIONAL STORAGE AFFILIATES TRUST

By:			/s/ TAMARA D. FISCHER
			Tamara D. Fischer
			President and Chief Executive Officer

Date: February 26, 2021

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