nsa-20230223

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 23, 2023

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 23, 2023, J. Timothy Warren, a member of the board of trustees (the “Board”) of National Storage Affiliates Trust (the “Company”), informed the Board that he will not be standing for re-election to the Board at the Company’s next annual meeting of shareholders. Mr. Warren has been a trustee since 2019. Mr. Warren’s decision to not stand for re-election to the Board was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01 Other Events.

On the same day, the Board upon recommendation of the Compensation, Nominating and Corporate Governance Committee indicated that it expected to nominate Mr. David G. Cramer for election by shareholders at the Company’s 2023 annual meeting of shareholders to serve as a trustee, to fill the anticipated vacancy of Mr. Warren. As previously announced, effective April 1, 2023, Mr. Cramer will be promoted to the position of chief executive officer, in addition to his current position as president, and will resign from his current position as chief operating officer. The Company does not expect Mr. Cramer to serve on any committees of the Board, and Mr. Cramer will not be paid additional fees for serving on the Board.

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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
			Chief Executive Officer

Date: March 1, 2023

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