Independent
Tenure on this board
16.3 yrs
9 nominees · 3 ballot items.
Election of nine Trustees; Ratification of KPMG LLP as independent auditors; Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect nine individuals as Trustees to serve until the 2027 Annual Meeting and until successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.
This management proposal requests shareholder ratification of the Audit Committee’s selection of KPMG LLP to serve as CubeSmart’s independent registered public accounting firm for fiscal 2026. The Audit Committee evaluated KPMG’s qualifications, independence, fees across audit and non-audit services, and concluded that KPMG’s non-audit services do not impair independence and that the firm’s performance meets expectations. Ratification is a common governance practice giving shareholders a say on the external auditor; while the vote is non-binding, a negative vote would trigger Audit Committee reconsideration of the appointment. The Board recommends a vote FOR, emphasizing continuity given KPMG’s long tenure since 2009, the Audit Committee’s pre-approval procedures for audit and permissible non-audit services, and the view that KPMG’s services are compatible with independence. The proposal presents limited controversy and is routine for shareholders; market practice typically sees high levels of shareholder support for auditor ratification absent quality or independence concerns.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This management proposal seeks an advisory (non-binding) shareholder vote approving the Company’s executive compensation as disclosed in the proxy statement (the say-on-pay vote). The Compensation Committee designed the 2025 compensation program to attract and retain executive talent and to align pay with long-term shareholder value through salary, annual incentives tied to financial and strategic goals (weighted 70% financial, 20% strategic, 10% individual), and long-term equity compensation (performance units tied to relative TSR, restricted shares and options vesting over three years). The Committee used an independent consultant and a peer group to set targets, maintained share ownership guidelines and clawback policies, and concluded prior shareholder support (95% in 2025) validates the program. The Board recommends a vote FOR the proposal, noting it is advisory and that the Committee will consider shareholder feedback if there is significant opposition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.58% | 19,433,213 | $712M |
| 2 | BlackRock, Inc. | 6.55% | 14,827,895 | $543M |
| 3 | STATE STREET CORP | 4.94% | 11,194,880 | $410M |
| 4 | BlackRock, Inc. | 4.73% | 10,711,431 | $393M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 10,244,838 | $375M |
| 6 | CANADA PENSION PLAN INVESTMENT BOARD | 3.21% | 7,265,720 | $266M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.40% | 5,433,863 | $199M |
| 8 | FMR LLC | 1.88% | 4,247,781 | $156M |
| 9 | T. Rowe Price Investment Management, Inc. | 1.79% | 4,061,893 | $149M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.71% | 3,871,877 | $142M |
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