CubeSmart (CUBE) Proxy Filing summary

Executive summary

• 2024 results demonstrated resilience, with strong performance in top-40 MSAs and urban markets, especially New York City, Washington DC, Boston, Chicago, Houston, and Dallas.

• Expense management outperformed forecasts, with a three-year compounded same-store expense growth of 3.1%.

• External growth included $42.2M in acquisitions, $157.3M recapitalization in Dallas-Fort Worth, and two new Class A stores in the New York MSA.

• Balance sheet leverage at 4.1x net debt/EBITDA, supporting a 15th consecutive annual dividend increase.

• Sustainability initiatives advanced, including solar installations and energy efficiency projects.

Voting matters and shareholder proposals

• Election of nine Trustees to serve until the 2026 Annual Meeting.

• Proposal to amend and restate the 2007 Equity Incentive Plan, adding 5 million shares and extending the plan to 2035.

• Ratification of KPMG LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board comprises nine Trustees, 89% independent, with diverse expertise in real estate, finance, technology, and marketing.

• Independent Chair since 2022; regular executive sessions and annual self-evaluations conducted.

• Share ownership guidelines require Trustees to hold shares equal to five times their annual retainer.

• Proxy access allows up to 20 shareholders holding 3% for three years to nominate Trustees.