Business Context and Reporting Period
This Form 8-K Current Report was filed by SmartStop Self Storage REIT, Inc. on June 23, 2026. The filing primarily reports on the results of the Company's 2026 Annual Meeting of Stockholders held on June 23, 2026, and a subsequent amendment to the Company's Articles of Incorporation filed on June 25, 2026.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and capital structure changes rather than financial performance metrics.
Material Changes
Capital Structure Reclassification
On June 25, 2026, the Company filed Articles Supplementary with the State of Maryland to reclassify its authorized but unissued shares:
- 31,250,000 authorized but unissued shares of Class A Common Stock were reclassified.
- 2,500,000 authorized but unissued shares of Class T Common Stock were reclassified.
- These shares were converted into authorized but unissued shares of common stock without designation as to class or series.
- The total number of authorized shares remains unchanged at 225,000,000, now consisting of 175,000,000 undesignated common shares and 50,000,000 preferred shares.
Corporate Governance and Voting Results
Election of Directors
Six individuals were elected to the Board of Directors. Voting results were as follows:
| 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 |
Executive Compensation and Auditor Ratification
- Advisory Vote on Compensation: Approved with 35,947,353 votes for, 1,397,075 against, and 271,972 abstained.
- Frequency of Compensation Votes: Stockholders voted to hold advisory votes on executive compensation every year (37,025,404 votes for).
- Auditor Ratification: The appointment of BDO USA, P.C. as the independent registered public accounting firm for the year ending December 31, 2026, was ratified with 43,556,982 votes for.
Investor Verification Checklist
- Verify the full text of the Articles Supplementary (Exhibit 3.1) to confirm the specific rights and preferences of the reclassified undesignated common stock.
- Confirm the total number of outstanding shares versus authorized shares to assess the remaining capacity for future issuances.
- Review the Company's subsequent filings for the 2026 Annual Report (Form 10-K) to obtain the financial metrics absent from this 8-K.
- Monitor the implementation of the annual executive compensation advisory vote as determined by the stockholders.