Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2022, Marianne M. Keler advised the Board of Trustees of CubeSmart
of her intention to not stand for re-election to the Board at CubeSmart's 2022
Annual Meeting of Shareholders (the "2022 Annual Meeting") and her term will
therefore end at the conclusion of the 2022 Annual Meeting. Ms. Keler joined the
Board in 2007 and her retirement comes after 15 years of distinguished service
to CubeSmart, including as Non-Executive Chair of the Board since May 2018. Ms.
Keler confirmed to the Board that her determination to not stand for re-election
is not the result of any disagreement with CubeSmart relating to its operations,
policies or practices.
The Board has determined that, effective at the conclusion of the 2022 Annual
Meeting, Deborah R. Salzberg, who has been a Trustee since May 2013, will become
Non-Executive Chair of the Board.
The Board intends to nominate Jair K. Lynch, age 50, to the Board for election
by the shareholders at the 2022 Annual Meeting to fill the vacancy that will
arise upon Ms. Keler's retirement. Mr. Lynch is the founder and Chief Executive
Officer of Jair Lynch Real Estate Partners, an owner and developer of mixed-use
properties and attainable housing in the DC metro area. Mr. Lynch, a Stanford
University graduate, received a BS in Civil Engineering and a BA in Urban
Design. He also was named a James L. Loeb Fellow from Harvard University's
Graduate School of Design. Mr. Lynch has served on the boards and committees of
the United States Olympic Committee, the Initiative for a Competitive Inner
City, Federal City Council, the Developer Roundtable, and the Sidwell Friends
School. Mr. Lynch is also a two-time member of the United States Olympic Team
and was the captain of the US Olympic gymnastics team in 1996 where he won a
silver medal on the parallel bars.
The Board determined that Mr. Lynch meets the standards for Trustee independence
established by the New York Stock Exchange and the Board. There is no
arrangement or understanding between Mr. Lynch and any other persons pursuant to
which the Board determined to nominate Mr. Lynch for election to the Board and
Mr. Lynch does not have any related party transactions with CubeSmart that would
require disclosure under Item 404(a) of Regulation S-K. Upon Mr. Lynch's
election to the Board, CubeSmart will enter into its standard form of
indemnification agreement for non-management Trustees, the form of which has
been filed as an exhibit to CubeSmart's most recent Annual Report on Form 10-K.
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