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U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission File Number 1-12804
 MOBILE MINI, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    86-0748362(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 7420 S. Kyrene Road, Suite 101
Tempe, Arizona 85283  (Address of principal executive offices)   (480) 894-6311
 (Registrants telephone number, including area code)   Securities Registered pursuant to Section 12(b) of the Act:
 Title of Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value
    
    NASDAQ Global Select MarketPreferred Share Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
None
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS  PART IIIITEM 11. EXECUTIVE COMPENSATIONPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITS FILED HEREWITHExhibit 31.1Exhibit 31.2Exhibit 32.1    Table of Contents  EXPLANATORY NOTE
 EXECUTIVE COMPENSATION
   
 PART III
 
 ITEM 11. EXECUTIVE COMPENSATION.
  Setting Executive Compensation for 2009
  Bonus History and Determination of Non-Equity Incentive Plan Compensation
   1




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##### Table of Contents



2009 Fiscal Year
  Non-Equity Incentive 2009 Plan and Bonuses
 Weighting
    
    
    Threshold ($)
    
    
    Target (S)
    
    
    Maximum ($)
    
    
    Actual Results ($)
    
    
    Bonus ($)CEO and CFO (1)Total Revenue
    
    
    33
    %
    
    
    424,420,504
    
    
    
    442,505,531
    
    
    
    460,590,559
    
    
    
    374,461,146
    
    
    
    Adjusted EBITDA
    
    
    33
    %
    
    
    165,303,788
    
    
    
    176,196,901
    
    
    
    187,090,013
    
    
    
    156,581,244
    
    
    
    Adjusted Diluted EPS
    
    
    34
    %
    
    
    0.84
    
    
    
    1.01
    
    
    
    1.17
    
    
    
    0.82
    
    
    
    Other NEOsTotal Revenue
    
    
    10
    %
    
    
    424,420,504
    
    
    
    442,505,531
    
    
    
    460,590,559
    
    
    
    374,461,146
    
    
    
    Adjusted EBITDA
    
    
    10
    %
    
    
    165,303,788
    
    
    
    176,196,901
    
    
    
    187,090,013
    
    
    
    156,581,244
    
    
    
    Adjusted Diluted EPS
    
    
    10
    %
    
    
    0.84
    
    
    
    1.01
    
    
    
    1.17
    
    
    
    0.82
    
    
    
    Geographic specific goals
    
    
    70
    %
    
    
    
    (2)(3)
    
    
    
    (2)(3)
    
    
    
    (2)(3)
    
    
    
    (2)(3)
    
    
    
    (3)
 
 (1)
    
    The Companys CFO, Mr. Funk, was guaranteed a bonus in 2009 under the terms of his employment
agreement of $87,872.(2)
    
    The performance goals for the other named executive officers were weighted 30% company-wide
results and 70% geographic specific goals based on the geographic areas they manage related to
revenue, gross profit, profitability, collection of limited liability waiver, and revenue
based on damage and repair. These measures are non-GAAP definitions developed by the Company
to measure local area performance.(3)
    
    The below table shows the measures for which the other NEOs received bonuses, the total
weighted percentage of available bonus this measure represents, and bonus amount associated
with achievement of the stated goal. Weighting
    
    
    Bonus ($)Mr. Halchishak
    
    profitability
    
    
    30
    %
    
    
    26,643Mr. Lemley
    
    damage and repair
    
    
    5
    %
    
    
    4,027limited liability waiver
    
    
    5
    %
    
    
    461Mr. Miller
    
    damage and repair
    
    
    5
    %
    
    
    10,635
 Determination of Equity-Based Incentives
    2




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Vesting History of Grants
    
    % of Goal Achieved
    
    
    Vesting Outcome2007 Initial Performance Year (1)2007 EBITDA
    
    
    97
    %
    
    Did not vest2008 EBITDA
    
    
    114
    %
    
    Vested2009 EBITDA
    
    
    89
    %
    
    Did not vest2008 Initial Performance Year (1)2008 EBITDA
    
    
    126
    %
    
    Vested2009 EBITDA
    
    
    103
    %
    
    Vested2009 Initial Performance Year (1)2009 EBITDA
    
    
    97
    %
    
    Did not vest
 
 (1)
    
    EBITDA calculated excluding stock based compensation and one time charges. Timing for Award of Equity-Based Incentives
  Potential Payments upon Termination or Change in Control
   3




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
    
    Accrued Compensation (as defined in each agreement);
 
    
    in the event of termination without Cause or for Good Reason: for Mr. Bunger, a lump sum
payment equal to two times the sum of his then-current base salary plus his base salary in
the year of termination; for Mr. Funk, a lump sum payment equal to the sum of his
then-current base salary plus 45% of his base salary in the year of termination; and for Mr.
Miller, a lump sum payment equal to the sum of his then-current base salary plus 70% of his
base salary in the year of termination, in each case, to be paid by the Company within 28
days of the date of termination;
 
    
    in the event of termination within one year of a Change of Control: for Mr. Bunger, a
lump sum payment equal to three times the sum of his then-current base salary plus his base
salary in the year of termination; for Mr. Funk, a lump sum payment equal to two times the
sum of his then-current base salary plus 45% of his base salary in the year of termination;
and for Mr. Miller, a lump sum payment equal to two times the sum of his then-current base
salary plus 70% of his base salary in the year of termination, in each case, to be paid by
the Company within 28 days of the date of termination;
 
    
    in the event of termination without Cause or for Good Reason: continued payment by the
Company, for a period of 24 months in the case of Mr. Bunger and 12 months in the cases of
Mr. Funk and Mr. Miller, of the same proportion of life insurance, disability, medical and
dental insurance premiums and hospitalization benefits that was paid for by the Company
prior to termination;
 
    
    in the event of termination within one year of a Change of Control: continued payment by
the Company, for a period of 36 months in the case of Mr. Bunger and 24 months in the cases
of Mr. Funk and Mr. Miller, of the same proportion of life insurance, disability, medical
and dental insurance premiums and hospitalization benefits that was paid for by the Company
prior to termination; and
 
    
    unvested equity time-based awards shall accelerate and vest in full, in most
circumstances.
  Life and
    
    
    Vesting ofAccrued
    
    
    Lump Sum
    
    
    Health
    
    
    EquityCompensation
    
    
    Termination
    
    
    Benefits
    
    
    AwardsTermination Without Cause or for Good Reason
    
    ($) (1)
    
    
    Payment ($)
    
    
    ($)
    
    
    ($) (2)
    
    
    Total ($)Steven Bunger
    
    
    
    
    
    
    1,622,250
    
    
    
    31,232
    
    
    
    1,131,441
    
    
    
    2,784,923Mark Funk
    
    
    87,872
    
    
    
    509,658
    
    
    
    4,860
    
    
    
    1,045,647
    
    
    
    1,648,037Jody Miller
    
    
    10,635
    
    
    
    449,820
    
    
    
    15,616
    
    
    
    458,883
    
    
    
    934,954Life and
    
    
    Vesting ofAccrued
    
    
    Lump Sum
    
    
    Health
    
    
    EquityCompensation
    
    
    Termination
    
    
    Benefits
    
    
    AwardsTermination Within One Year of Change of Control
    
    ($) (1)
    
    
    Payment ($)
    
    
    ($)
    
    
    ($) (2)
    
    
    Total ($)Steven Bunger
    
    
    
    
    
    
    2,163,000
    
    
    
    46,849
    
    
    
    1,131,441
    
    
    
    3,341,290Mark Funk
    
    
    87,872
    
    
    
    861,146
    
    
    
    9,720
    
    
    
    1,045,647
    
    
    
    2,004,385Jody Miller
    
    
    10,635
    
    
    
    714,420
    
    
    
    31,232
    
    
    
    458,883
    
    
    
    1,215,170
 
 (1)
    
    This amount represents the non-equity incentive earned for fiscal year 2009, but unpaid at
December 31, 2009. At any given time this will be an amount, if any, that has been earned but
unpaid at the time of the event.(2)
    
    Calculation based on the closing price of our common stock on December 31, 2009 of $14.09. Compensation Committee
 Role of the Companys President, CEO and Chairman
   4




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Mr. Bungers Ability to Call Meetings of the Compensation Committee or Meet with Consultants
   Evaluation of Mr. Bungers Performance
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K.31.2
    
    
    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K.32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-K.
  5




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SIGNATURES
  MOBILE MINI, INC.Date: September 27, 2010
    
    By:
    
    /s/ Steven G. Bunger

Steven G. Bunger, President
   Date: September 27, 2010
    
    By:
    
    /s/ Steven G. Bunger

Steven G. BungerPresident, Chief Executive Officer andDirector (Principal Executive Officer)Date: September 27, 2010
    
    By:
    
    /s/ Mark E. Funk

Mark E. FunkExecutive Vice President andChief Financial Officer (Principal Financial Officer)Date: September 27, 2010
    
    By:
    
    /s/ Deborah K. Keeley

Deborah K. KeeleySenior Vice President and ChiefAccounting Officer (Principal Accounting Officer)Date: September 27, 2010
    
    By:
    
    /s/ James J. Martell

James J. Martell, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Jeffrey S. Goble

Jeffrey S. Goble, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Stephen A McConnell

Stephen A McConnell, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Frederick G. McNamee

Frederick G. McNamee, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Sanjay Swani

Sanjay Swani, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Lawrence Trachtenberg

Lawrence Trachtenberg, DirectorDate: September 27, 2010
    
    By:
    
    /s/ Michael L. Watts

Michael L. Watts, Director




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INDEX TO EXHIBITS FILED HEREWITH
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K.31.2
    
    
    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K.32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Item 601(b)(32) of Regulation S-K.