8-K
Prologis, Inc. (PLD)
UNITED STATES
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): May 4, 2023
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
| Maryland<br> (Prologis, Inc.) | 001-13545<br> (Prologis, Inc.) | 94-3281941<br> (Prologis, Inc.) |
|---|---|---|
| Delaware<br> (Prologis, L.P.) | 001-14245<br> (Prologis, L.P.) | 94-3285362<br> (Prologis, L.P.) |
| (State or other jurisdiction<br> of Incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> Identification No.) |
| Pier 1, Bay 1, San Francisco, California | 94111 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, including Area Code: (415) 394-9000
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> Symbol(s) | Name of Each Exchange<br> on Which Registered | |
|---|---|---|---|
| Prologis, Inc. | Common Stock, $0.01 par value | PLD | New York Stock Exchange |
| Prologis, L.P. | 3.000% Notes due 2026 | PLD/26 | New York Stock Exchange |
| Prologis, L.P. | 2.250% Notes due 2029 | PLD/29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
At the Annual Meeting of Stockholders of Prologis, Inc. (the “Company”) held on May 4, 2023, the Company’s stockholders voted on the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 24, 2023.
| 1. | Elect eleven directors to the Company’s Board of Directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Votes For | Votes Against | Abstentions | Broker<br> <br>Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Hamid R. Moghadam | 735,027,008 | 43,835,230 | 23,366,559 | 29,958,875 | ||||
| Cristina G. Bita | 796,060,623 | 5,265,693 | 902,481 | 29,958,875 | ||||
| James B. Connor | 770,952,482 | 30,333,557 | 942,758 | 29,958,875 | ||||
| George L. Fotiades | 683,607,740 | 110,259,986 | 8,361,071 | 29,958,875 | ||||
| Lydia H. Kennard | 747,256,963 | 54,078,788 | 893,046 | 29,958,875 | ||||
| Irving F. Lyons III | 766,542,734 | 34,768,877 | 917,186 | 29,958,875 | ||||
| Avid Modjtabai | 796,139,650 | 5,168,194 | 920,953 | 29,958,875 | ||||
| David P. O’Connor | 760,838,822 | 40,471,687 | 918,288 | 29,958,875 | ||||
| Olivier Piani | 795,267,828 | 6,042,597 | 918,372 | 29,958,875 | ||||
| Jeffrey L. Skelton | 682,697,091 | 111,207,149 | 8,324,557 | 29,958,875 | ||||
| Carl B. Webb | 743,326,122 | 50,538,756 | 8,363,919 | 29,958,875 | ||||
| 2. | Advisory vote to approve the Company’s executive compensation for 2022. | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| --- | --- | --- | --- | |||||
| 219,688,187 | 580,637,589 | 1,903,021 | 29,958,875 | |||||
| 3. | Advisory vote on the frequency of future advisory votes on the Company’s executive compensation. | |||||||
| --- | --- | |||||||
| One Year | Two Years | Three Years | Abstentions | |||||
| --- | --- | --- | --- | |||||
| 786,383,064 | 181,673 | 14,830,427 | 833,633 | |||||
| 4. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2023. | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| --- | --- | --- | --- | |||||
| 793,282,983 | 38,511,839 | 392,850 | 0 |
In light of the outcome of the advisory vote (the “Say-on-Frequency Vote”) on the frequency of future advisory votes (each, a “Say-on-Pay Vote”) on the Company’s executive compensation, the Company has decided to include a Say-on-Pay Vote every year in the Company’s annual meeting proxy materials until the next required Say-on-Frequency Vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||
|---|---|---|
| Date: May 8, 2023 | By: | /s/ Deborah K. Briones |
| Name: Deborah K. Briones<br><br>Title: Managing Director and Deputy General Counsel | ||
| PROLOGIS, L.P.<br><br>By: Prologis, Inc.,<br><br>its General Partner | ||
| --- | --- | --- |
| Date: May 8, 2023 | By: | /s/ Deborah K. Briones |
| Name: Deborah K. Briones<br><br>Title: Managing Director and Deputy General Counsel |