SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2006
U-Store-It Trust
(Exact name of registrant as specified in its charter)
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| Maryland
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001-32324
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20-1024732 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
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6745 Engle Road
Suite 300
Cleveland, OH
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44130 |
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(Zip Code) |
(440) 234-0700
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
As previously disclosed in the Company’s Form 8-K filed on December 23, 2005 (the “December
Form 8-K”), the Compensation Committee of the Board of Trustees
adopted a formal bonus
structure for the payment of executive officer 2006 annual bonuses. Set forth in the table below
is certain supplemental information regarding the 2006 bonus structure. The objective metrics for
corporate performance were as follows, with FFO goals weighted 70% and acquisitions growth weighted
30%:
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| Measure |
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Threshold |
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Target |
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Maximum |
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Superior |
Achievement of FFO Goals
Per Share |
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$1.16 |
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$1.25 |
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$1.35 |
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$1.40 |
Acquisitions Growth |
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$300 M |
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$400 M |
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$500 M |
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$550 M |
The above performance targets will be adjusted to eliminate the effect on FFO of dilutive
acquisitions, share offerings and changes to accounting rules and standards. Acquisitions of $67
million, completed ahead of schedule in 2005, will be included in the 2006 acquisition growth
numbers.
As previously disclosed in the December Form 8-K, 2006 year-end bonuses will be awarded on the
basis of corporate and individual performance using the allocation percentages listed below:
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Proposed Allocation |
| Executive |
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Title |
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Corporate |
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Individual |
Robert J. Amsdell
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Chairman & CEO
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80 |
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20 |
% |
Steven G. Osgood
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President & CFO
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80 |
% |
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20 |
% |
Todd C. Amsdell
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Chief Operating Officer
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80 |
% |
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20 |
% |
Tedd D. Towsley
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VP & Treasurer
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50 |
% |
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50 |
% |
The following table details the 2006 bonus percentages of annual salary for the combined
corporate and individual performance, previously summarized in the December Form 8-K:
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Proposed Allocation |
| Executive |
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Title |
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Threshold |
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Target |
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Maximum |
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Superior |
Robert J. Amsdell |
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Chairman & CEO |
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50% |
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85% |
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150% |
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250% |
Steven G. Osgood |
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President & CFO |
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40% |
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75% |
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115% |
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150% |
Todd C. Amsdell |
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Chief Operating Officer |
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40% |
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75% |
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115% |
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150% |
Tedd D. Towsley |
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VP & Treasurer |
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40% |
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60% |
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80% |
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The Company’s Executive Vice President, General Counsel and Secretary, Kathleen A. Weigand,
was hired after the implementation of the bonus structure described above. Pursuant to her
employment arrangements, she is guaranteed a minimum bonus equal to 40% of her annual salary
for 2006.
Item 9.01. Financial Statements and Exhibits.
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Not applicable. |
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| (b) |
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Not applicable. |
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| (c) |
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Not applicable. |
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| (d) |
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Not applicable. |
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