UNITED STATES
SECURITIES AND
EXCHANGE COMMISSIONWashington, 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): July 5, 2011 MOBILE MINI, INC.(Exact name of registrant as specified in its charter) Delaware
  
  1-12804
  
  86-0748362(State or other Jurisdiction of Incorporation)
  
  (Commission File Number)
  
  (IRS Employer Identification No.) 7420 South Kyrene Road, Suite
101
Tempe, Arizona
  
  85283(Address of Principal Executive Offices)
  
  (Zip Code) Registrant’s telephone number,
including area code: (480) 894-6311 N/A(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: o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  1




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Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers;
                   Compensatory Arrangements of Certain Officers. On July 5,
2011, Mobile Mini, Inc. (the “Company”) agreed upon and executed an
employment agreement with its Senior Vice President and Chief Accounting
Officer, Deborah Keeley. A brief description of the employment agreement is
provided below. A copy of the employment agreement is attached as
Exhibit 99.1 to this report, and is incorporated herein. The employment
agreement provides for Ms. Keeley’s continued employment as Senior
Vice President and Chief Accounting Officer of the Company for a term
commencing on July 5, 2011 and expiring on December 31, 2012.
Notwithstanding this fixed term, the employment agreement automatically renews
for successive one-year periods unless the Company or Ms. Keeley gives
written notice within the ninety (90) day period prior to
December 31, 2011 (or the relevant December 31st thereafter, as
applicable) of an intention to terminate employment on the last day of the
then-current employment period. Under the
employment agreement, Ms. Keeley will be paid a 2011 base annual salary of
$210,005. After 2011, the base salary will be reviewed annually.
Ms. Keeley is eligible for an incentive bonus subject to the terms and
conditions of the Company’s incentive bonus plan and as the Compensation
Committee of the Company’s Board of Directors may determine. She is
eligible for all equity-based employee benefit plans maintained by the Company,
including, but not limited to, the Company’s 2006 Equity Incentive Plan.
Ms. Keeley’s 2011 equity grant will be $309,665 or such other amount
as approved by the Company’s Board of Directors. She will also receive
certain other benefits, including participation in all employee benefit plans,
vacation and sick leave. The Company may
terminate the employment agreement for Cause (as defined in the agreement),
including upon (i) commission of an act of fraud or intentional
misrepresentation or an act of embezzlement, misappropriation or conversion of
assets or opportunities of the Company, (ii) dishonesty or willful
misconduct in the performance of duties, or (iii) willful violation of any
law, rule or regulation in connection with the performance of duties. Ms. Keeley may
terminate the employment agreement for Good Reason (as defined in the
agreement), including upon (i) assignment to Ms. Keeley of material
duties that are materially inconsistent with those originally contemplated by
the employment agreement, (ii) a reduction in base salary (excluding
“across the board” reductions for all senior executives on a
substantially similar basis), (iii) a material breach of the employment
agreement by the Company, (iv) purported termination for Cause by the Company
not in compliance with the agreement, (v) in the case of assignment of the
employment agreement by the Company, failure of the Company to obtain from such
assign or successor an agreement to assume and agree to perform under the
employment agreement, and (vi) relocation of Ms. Keeley to an office
outside the Phoenix metropolitan area. Ms. Keeley may also voluntarily
terminate the employment agreement by 90-day prior written notice to the
Company. The employment
agreement may terminate upon a Change of Control of the Company (as defined in
the agreement), including (i) an acquisition by any person of more than
35% of the voting shares of the Company, (ii) a change in more than 1/3 of
the members of the Company’s Board of Directors, or (iii) the
consummation of a merger, consolidation, reorganization, liquidation or
dissolution, or sale of all or substantially all of the assets of the Company. Upon termination by
the Company for Cause, death or disability, or upon voluntary termination by
Ms. Keeley other than for Good Reason, Ms. Keeley or her estate is
entitled to any Accrued Compensation (as defined in the agreement) and, in the
case of death or disability, a prorated amount of her cash bonus (determined by
the average cash bonus amount paid in the preceding two years). Upon
(i) termination by Ms. Keeley for Good Reason, (ii) termination
by the Company without Cause, or (iii) termination within one year of a
Change of Control of the Company, Ms. Keeley is entitled to any Accrued
Compensation plus a lump-sum severance payment of an amount equal to
(a) in the case of Good Reason or without Cause, one times the sum of her
then-current annual base salary (“Salary”) and the Payment Amount
(defined in the employment agreement as 45% of her annual base salary in effect
in the year in which termination occurs), and (b) in the case of a Change
in Control and termination within one year thereafter, two times the sum of her
Salary and the Payment Amount. In addition, the Company will continue to pay certain health
insurance amounts for Ms. Keeley and her dependents for a period of up to
24 months. Upon a Change in Control or a termination of employment (not
including termination by the Company for Cause or voluntary termination by
Ms. Keeley for other than Good Reason), her equity-based compensation
awards shall vest in certain circumstances.  2




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The employment
agreement also provides that Ms. Keeley will not solicit employees or
customers of the Company during her employment or within two years of the
termination of her employment.  Item 9.01
  
  Financial Statements and Exhibits. (d) Exhibits.  Exhibit No.
  
  Description99.1
  
  Employment Agreement, dated as of July 5,
2011, by and between Mobile Mini, Inc., a Delaware corporation, and Deborah
Keeley  3




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SIGNATURES Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized. Date: July 6, 2011 MOBILE MINI,
INC. 
    
By:  /s/ Christopher J.
Miner

Name:  Christopher J. Miner 
Title:  Senior Vice
President and General Counsel   4




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EXHIBIT INDEX Exhibit No.
  
  Description99.1
  
  Employment Agreement, dated as of July 5,
2011, by and between Mobile Mini, Inc., a Delaware corporation, and Deborah
Keeley   5