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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant                                 x

Filed by a Party other than the Registrant   ¨

Check the appropriate box:

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Pier 1, Bay 1

San Francisco, California 94111

March 15, 2013

Dear Stockholder:

You are cordially invited to attend the 2013 Annual Meeting of Stockholders of Prologis, Inc. which will be held on May 2, 2013 at 1:30 p.m., Pacific time, at Prologis’ corporate headquarters in San Francisco, California. Details of the business to be conducted at the meeting and information about the annual meeting and the matters on which the stockholders will act are included in the Notice of 2013 Annual Meeting of Stockholders and Proxy Statement that follow.

Your vote is important. Whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. I urge you to promptly vote or authorize your proxy to vote electronically through the Internet, by telephone or, if you have requested and received a printed copy of the proxy statement, by completing, signing, dating, and returning the proxy card enclosed with the proxy statement. Returning your proxy card does not deprive you of your right to attend the meeting and vote your shares in person.

We are pleased to be furnishing proxy materials to our stockholders primarily on the Internet instead of delivery by mail. We believe that electronic delivery should expedite stockholders’ receipt of proxy materials, while also lowering the cost of delivery and reducing the environmental impact of our annual meeting.

On or about March 22, 2013, we intend to mail to our stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on how to access our 2013 Proxy Statement and 2012 Annual Report to Stockholders and how to vote online. This notice also includes instructions on how to receive the proxy materials through e-mail and how to receive printed copies of the proxy materials through the mail. If you received your annual meeting materials through e-mail, the e-mail contained voting instructions and links to the 2013 Proxy Statement and 2012 Annual Report to Stockholders on the Internet, which are both available electronically at www.proxyvote.com.

We encourage you to read our 2012 Annual Report to Stockholders and hope you will find it interesting and useful.

On behalf of the board of directors, I would like to express our appreciation for your continued interest in Prologis.

Sincerely,

HAMID R. MOGHADAM

Chairman and Chief Executive Officer

This proxy statement and accompanying form of proxy are first being made available to you on or about March 15, 2013.

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NOTICE OF 2013 ANNUAL MEETING

OF STOCKHOLDERS

1:30 p.m., May 2, 2013

Prologis Corporate Headquarters

Pier 1, Bay 1

San Francisco, California 94111

March 15, 2013

To our Stockholders:

The 2013 annual meeting of stockholders of Prologis, Inc. will be held at our corporate headquarters at Pier 1, Bay 1, San Francisco, California 94111, May 2, 2013 at 1:30 p.m., Pacific time, for the following purposes:

Holders of shares of our common stock of record at the close of business on March 11, 2013 are entitled to notice of and to vote at the annual meeting of stockholders and any adjournment(s) or postponement(s) thereof.

It is important that your shares be represented and voted at the annual meeting. You can vote your shares by proxy through the Internet, by telephone or by mail using the instructions on our proxy card. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time prior to its exercise at the annual meeting. On or about March 22, 2013, we intend to mail to our stockholders a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on how to access our 2013 Proxy Statement and 2012 Annual Report to Stockholders on the Internet and also how to vote on the Internet. The notice also provides instructions on how you can request a printed copy of these documents if you desire. If you received your annual materials by e-mail, the e-mail contains voting instructions and links to the 2013 Proxy Statement and 2012 Annual Report to Stockholders on the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 2, 2013.

Proxy materials, including the 2013 Proxy Statement and the 2012 Annual Report to Stockholders, are available at www.proxyvote.com.

On behalf of the Board of Directors,

EDWARD S. NEKRITZ

Chief Legal Officer, General Counsel, and Secretary

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PROXY STATEMENT

2013 ANNUAL MEETING OF STOCKHOLDERS

Pier 1, Bay 1, San Francisco, California 94111

INFORMATION CONCERNING THE PROXY MATERIALS AND THE ANNUAL MEETING

The board of directors, also referred to as the “board,” is soliciting proxies to be voted at the 2013 annual meeting of stockholders and at any adjournment(s) or postponement(s) thereof. Our annual meeting of stockholders will be held on May 2, 2013 at our corporate headquarters, which are located at Pier 1, Bay 1, San Francisco, California 94111, beginning at 1:30 p.m., Pacific time.

In accordance with the rules of the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are now furnishing proxy materials (our 2013 Proxy Statement and our 2012 Annual Report to Stockholders, which includes our Annual Report on Form 10-K) by providing access to such documents through the Internet. Our stockholders will not receive printed copies of the proxy materials unless they elect this form of delivery or they are participants in the Prologis 401(k) Savings Plan (“401(k) Plan”). Printed copies will be provided upon request at no charge by submitting a written notice to Investor Relations, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

On or about March 22, 2013, the Notice of Annual Meeting and Internet Availability of Proxy Materials (“Notice of Internet Availability”) will be mailed to our stockholders in lieu of mailing the printed proxy materials. The Notice of Internet Availability instructs our stockholders as to how they may: (i) access and review all of the proxy materials through the Internet; (ii) submit their proxy; and (iii) receive printed proxy materials.

Stockholders may request to receive printed proxy materials by mail or electronically by e-mail on an ongoing basis by following the instructions included in the Notice of Internet Availability. Providing future proxy materials by e-mail will save us some of the costs associated with printing and delivering the materials and will reduce the environmental impact of our annual meetings. An election to receive proxy materials by e-mail will remain in effect until such time as the stockholder elects to terminate it.

Your vote is very important.    For this reason, the board of directors is requesting that you permit your common stock to be represented and voted at the annual meeting by the proxies named on the proxy card. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

You can ensure that your shares are voted at the annual meeting by authorizing your proxy through the Internet, by telephone, or by completing, signing, dating, and returning the printed proxy card provided with the printed proxy materials. If you are a stockholder of record, you may still attend the annual meeting and vote despite having previously authorized your proxy by any of these methods. A stockholder of record who gives a proxy may revoke it at any time before it is exercised by voting in person at the annual meeting, by delivering a subsequent proxy, by notifying Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111 in writing of such revocation, or, if previous instructions were given through the Internet or by telephone, by providing new instructions by the same means. If you requested printed proxy materials by mail, these materials also include the proxy card for the annual meeting. Stockholders must bring proof of current ownership of our common stock to be admitted to and attend the 2013 annual meeting.

For shares held in “street name” through a broker or other nominee, the broker or nominee is not permitted to exercise voting discretion with respect to certain of the matters to be acted upon. Thus, if stockholders do not give their broker or nominee specific instructions, their shares will not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

References in this proxy statement to “we,” “us,” “our,” the “company,” and “Prologis” refer to Prologis, Inc. and its subsidiaries, unless the context otherwise requires.

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QUESTIONS AND ANSWERS

Proposal 1. To elect ten directors to our board of directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

Proposal 2. Advisory vote to approve of the company’s executive compensation for 2012; and

Proposal 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2013.

We will also consider other matters that may properly come before the annual meeting.

A summary of the proposals and the voting requirements with respect to each proposal are contained elsewhere in this proxy statement.

If you are present at the annual meeting in person or by proxy, but you abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of determining a quorum.

“Broker non-votes” are also counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares of our common stock for a beneficial owner is present at the meeting, in person, or by proxy, and entitled to vote, but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions on how to vote with respect to that item from the beneficial owner.

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Most of our stockholders hold their shares in street name through a broker, bank, trustee, or other nominee rather than directly in their own name. In that case, you are considered the beneficial owner of shares held in street name, and a Notice of Internet Availability or printed proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the annual meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal proxy” from the broker, bank, trustee, or nominee that holds your shares, which will give you the right to vote the shares at the annual meeting. You will need to contact your broker, bank, trustee, or nominee to obtain a legal proxy. You will need to bring that proxy to the annual meeting in order to vote in person.

By Telephone or through the Internet — If you have telephone or Internet access, you may submit your proxy by following the instructions included with your proxy materials or, if you requested a printed copy of the proxy materials, on the proxy card.

By Mail — If you requested a printed copy of the proxy materials, you may submit your proxy by mail by signing the proxy card or, for shares held in street name, by following the voting instruction card included by your broker, bank, trustee, or nominee and mailing it in the enclosed, postage-paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed.

The Internet and telephone proxy voting facilities for stockholders of record will close at 11:59 p.m., Eastern time, on May 1, 2013, unless the meeting is postponed or adjourned, in which case such voting facilities may remain open or be reopened until the day before the postponed or adjourned meeting.

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, trustee, or nominee. Therefore, we recommend that you follow the voting instructions in the materials you accessed through the Internet or received by mail.

If you vote by telephone or through the Internet, you do not have to return a proxy card or voting instruction card.

The Internet and telephone proxy voting procedures are designed to authenticate stockholders by use of a control number and to allow stockholders to confirm that their instructions have been properly recorded. The method by which you vote will in no way limit your right to vote at the annual meeting if you later decide to attend the annual meeting in person.

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All shares that have been properly voted and not revoked will be voted at the annual meeting.

If no voting instructions are received from you, and you hold your shares in street name, your broker will not turn in a proxy card for your shares on the non-routine matters proposed at our annual meeting. Non-routine matters are the election of directors (Proposal 1) and the advisory vote to approve the company’s executive compensation for 2012 (Proposal 2).

If you hold shares in your 401(k) Plan account and do not provide the trustee of our 401(k) Plan with specific voting instructions, the trustee will vote all uninstructed shares held in our 401(k) Plan in the same proportion as how instructed shares held in the 401(k) Plan are voted.

You may also access an electronic copy of our 2012 Annual Report at the Investor Relations page of our website, http://ir.prologis.com/annuals.cfm.

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In accordance with the rules and regulations of the SEC and the New York Stock Exchange (“NYSE”), we will also reimburse brokerage firms and other custodians, nominees, and fiduciaries for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares of our common stock.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PROLOGIS, INC. SINCE THE DATE OF THIS PROXY STATEMENT.

Deadline for Submitting Stockholder Proposals for Inclusion in our 2014 Proxy Statement.    Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that certain stockholder proposals must be included in the proxy statement for our annual meeting. For a stockholder proposal to be considered for inclusion in the 2014 proxy statement for our 2014 annual meeting, it must be received at our principal executive offices (Pier l, Bay l, San Francisco, California 94111) no later than November 15, 2013. The proposal must comply with the SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder proposals in our proxy materials. Proposals and nominations should be addressed to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

Deadline for Submitting Stockholder Proposals or Director Nominations not to be Included in our 2014 Proxy Statement.    If you intend to present a proposal or nomination for director at our 2014 annual meeting, but you do not intend to have it included in our 2014 proxy statement, the notice of nomination or proposal must be delivered to, or mailed and received by, us at our principal executive offices (Pier l, Bay l, San Francisco, California 94111) between January 2, 2014 and February 1, 2014.

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If, however, the date of the 2014 annual meeting is advanced or delayed by more than 30 days from May 2, 2014, we must receive the notice of nomination or proposal not more than 120 days prior to the date of the 2014 annual meeting and not less 90 days prior to the date of the 2014 annual meeting.

If less than 100 hundred days’ notice or prior public disclosure of the date of the 2014 annual meeting (which was advanced or delayed by more than 30 days from May 2, 2014) is given or made to stockholders, the deadline to receive the notice of nomination or proposal is the close of business on the 10th day following the day on which notice of the 2014 annual meeting date was mailed or publicly disclosed. Proposals and nominations should be addressed to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

As set forth in our Bylaws, for stockholder proposals other than director nominations, such stockholder’s notice must contain, among other things, with respect to each proposed matter:

Please review our Bylaws for more information regarding requirements to submit a stockholder proposal outside of Rule 14a-8.

As set forth in our Bylaws, for director nominations, a stockholder’s notice must contain, among other things, with respect to each proposed nominee:

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We may require a proposed nominee to furnish other information to determine the eligibility of such proposed nominee to serve as one of our directors, including, without limitation, information regarding the skills, qualifications, and experience of a proposed nominee, as well as the other items set forth under “Board of Directors and Committees — Board Governance and Nomination Committee” below. Please review our Bylaws for more information regarding requirements to nominate directors.

Copy of Bylaws.    A copy of the full text of our Bylaws may be obtained without charge by writing Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

The date of this proxy statement is March 15, 2013.

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SUMMARY OF PROPOSALS SUBMITTED FOR VOTE

Nominees:    At the annual meeting you will be asked to elect to the board of directors the ten persons nominated by the board of directors. The directors will be elected to one-year terms and will hold office until the 2014 annual meeting and until their successors are duly elected and qualified.

Vote Required:    You may vote for, vote against, or abstain from voting for any of the director nominees. Assuming a quorum is present, to elect a particular director nominee, the number of votes cast “For” a director nominee by the holders of shares of common stock entitled to vote on the election of directors and represented in person or by proxy at the annual meeting must exceed the number of such votes cast “Against” the director nominee. Abstentions and broker non-votes, if any, will have no effect on the outcome of the election. A more detailed description of the majority voting procedures is provided below under “Election of Directors.”

Advisory Vote to Approve Executive Compensation for 2012:    At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2012 as reported in this proxy statement. Because your vote is advisory, it will not be binding upon the board. Although non-binding, we value the opinions of our stockholders and will review and consider the voting results when making future executive compensation decisions.

Vote Required:    You may vote for, vote against, or abstain from voting to approve the resolution on the company’s executive compensation for 2012. Assuming a quorum is present, to be approved by the stockholders, the proposal must receive the affirmative vote of a majority of the shares of common stock having voting power present in person or by proxy at the annual meeting. Abstentions and broker non-votes are considered voting power present in person or by proxy and thus will have the same effect as votes cast “Against” the proposal.

Independent Registered Public Accounting Firm:    At the annual meeting you will be asked to ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the year 2013.

Vote Required:    You may vote for, vote against, or abstain from voting on ratifying the appointment of KPMG LLP as our independent registered public accounting firm for the year 2013. Assuming a quorum is present, to be approved by the stockholders, the proposal must receive the affirmative vote of a majority of the shares of common stock having voting power present in person or by proxy at the annual meeting. Abstentions and broker non-votes are considered voting power present in person or by proxy and thus will have the same effect as votes cast “Against” the proposal.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is reached.

The board of directors unanimously recommends that the stockholders vote FOR proposals 1, 2, and 3.

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The board of directors currently consists of ten directors who are all standing to be elected at the 2013 annual meeting of stockholders to hold office until the 2014 annual meeting and until their successors are duly elected and qualified. The shares represented by the proxies received will be voted for the election of each of the nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of them or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, retirement, or death. The ten nominees for election to the board at the 2013 annual meeting, all proposed by the board, are listed below with brief biographies. They are all now current directors. We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. However, if a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the board as a substitute or the board may reduce the number of directors.

Walter C. Rakowich served on the board until his retirement as our co-chief executive officer effective December 31, 2012. Mr. Rakowich previously served on the board of ProLogis, which we refer to as the “Trust.” AMB Property Corporation (“AMB”) and the Trust completed a merger transaction on June 3, 2011. Effective with the merger we changed our name to Prologis, Inc.

Our Bylaws provide that the vote required for election of directors is a “majority vote of the votes cast” in uncontested elections of directors. Accordingly, directors are required to be elected by the majority of votes cast by the shares present in person or represented by proxy with respect to such director in uncontested elections. A majority of the votes cast means that the number of shares voted “For” a director nominee by the holders of shares of common stock entitled to vote on the election of directors and represented in person or by proxy at the annual meeting must exceed the number of such shares voted “Against” the director nominee. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal. In a contested election (where a determination is made that the number of director nominees is expected to exceed the number of directors to be elected at a meeting), the vote standard will be a plurality of the votes cast with respect to such director. In the event of a contested election where the plurality vote standard applies, stockholders shall be permitted to vote only “for” a director nominee or to designate their vote be “withheld” from such nominee.

If a nominee who is serving as a director is not elected by a majority vote at the annual meeting, then, under Maryland law, such director would continue to serve as a “holdover director.” Under our Bylaws, any director who fails to be elected by a majority vote shall tender his or her resignation to the board, subject to acceptance by the board. The board governance and nomination committee will make a recommendation to the board on whether to accept or reject the resignation, or whether other action should be taken. The board will then act on the board governance and nomination committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results or, if the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualified. The director who tenders his or her resignation will not participate in the board’s decision. Non-incumbent directors who are not elected at the annual meeting would not become directors and would not serve on the board as a “holdover director.”

The board of directors has affirmatively determined that all of the director nominees, other than Hamid R. Moghadam, are independent directors in accordance with NYSE rules, our governance guidelines, and our Bylaws, which are discussed in more detail below.

Each of the nominees has consented to be named in this proxy statement and to serve as a director if elected. Information about each nominee’s share ownership is presented below under “Information Relating to Stockholders, Directors, Nominees, and Executive Officers.”

The board of directors unanimously recommends that the stockholders vote FOR the election of each nominee.

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		Hamid R. Moghadam.    Chairman of the Board since January 2000; Director since November 1997   Board Committees: Executive   Mr. Moghadam, 56, has been our chief executive officer since the end of December 2012 and was our co-chief executive officer from June 2011 to December 2012. He is the co-founder of AMB Property Corporation and was AMB’s chief executive officer from November 1997 (from the time of AMB’s initial public offering) to June 2011 when AMB merged with the Trust.   Mr. Moghadam is a Trustee of Stanford University and serves on the Executive Committee of the Board of Directors of the Urban Land Institute. Mr. Moghadam holds Bachelor’s and Master’s degrees in engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University. Mr. Moghadam’s day-to-day leadership of the company since 1983 provides our board with a particular expertise in strategic planning, executive management, industry perspective, investment management, capital allocation, and overall risk management.
		George L. Fotiades.    Director since June 2011 (prior to the merger of AMB and the Trust, served as trustee of the Trust from December 2001 to June 2011)   Board Committees: Compensation (Chair)   Mr. Fotiades, 59, has been an operating partner and chairman, Healthcare Investments at Diamond Castle Holdings, a private equity investment firm, since April 2007. Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology, and consumer health companies from June 2007 to February 2010. Mr. Fotiades serves as a member of the board of AptarGroup, Inc., a global dispensing systems company, and as vice chairman of the board of Cantel Medical Corp., a provider of infection prevention and control products. He previously served on the board of Alberto-Culver Company.   Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and also served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. Mr. Fotiades has also served as president of Warner-Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth, and Procter & Gamble. Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College. As a result of these and other professional experiences, Mr. Fotiades brings extensive experience in executive management of global operations, strategic planning, and sales and marketing to our board.

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		Christine N. Garvey.    Director since June 2011 (prior to the merger of AMB and the Trust, served as trustee of the Trust from September 2005 to June 2011)   Board Committees: Audit   Ms. Garvey, 67, retired from Deutsche Bank AG, a global investment bank, in May 2004, where she served as global head of corporate real estate services at Deutsche Bank AG London from May 2001 until her retirement. She was a consultant to Deutsche Bank AG from 2004 to 2006. Ms. Garvey serves as a member of the boards of HCP, Inc., a real estate investment trust investing in health care real estate, Toll Brothers, Inc., a luxury home builder, MPG Office Trust, Inc., a real estate investment trust investing in office properties, and UnionBanCal Corporation, a wholly owned subsidiary of the Bank of Tokyo-Mitsubishi. She previously served on the board of Hilton Hotels Corporation.   Ms. Garvey was previously vice president, worldwide real estate and workplace resources for Cisco Systems, Inc. and also held several positions with Bank of America, including group executive vice president and head of national commercial real estate services. Ms. Garvey was a member of the board of Catellus Development Corporation prior to its merger with the Trust in 2005. Ms. Garvey holds a Juris Doctor degree from Suffolk University Law School and a Bachelor of Arts, magna cum laude, from Immaculate Heart College in Los Angeles. As a result of these and other professional experiences, Ms. Garvey brings extensive experience in real estate investments, strategic planning, corporate finance, legal issues, and, through her service on audit committees of public companies, audit and accounting experience to our board.
		Lydia H. Kennard.    Director since August 2004   Board Committees: Board Governance and Nomination (Chair)   Ms. Kennard, 58, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and a principal of Airport Property Ventures, LLC, an aviation focused real estate operating and development company. Ms. Kennard serves as a member of the boards of Intermec, Inc., an automated identification and data collection company, and URS Corporation, a provider of engineering, construction, and technical services.   Ms. Kennard served as executive director of Los Angeles World Airports, a system of airports comprising Los Angeles International, Palmdale Regional, and Van Nuys General Aviation Airports from 1999 to 2003 and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. She previously served on the board of Indymac Bancorp, Inc. Ms. Kennard holds a Juris Doctor degree from Harvard University, a Master’s degree in city planning from Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University. As a result of these and other professional experiences, Ms. Kennard brings extensive experience in real estate management and development, executive management, knowledge of the airport and aviation industries, and urban planning to our board.

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		J. Michael Losh.    Director since January 2003   Board Committees: Audit (Chair)   Mr. Losh, 66, served as interim chief financial officer of Cardinal Health, Inc., a health care products and services company, from July 2004 to May 2005 and served on its board from 1996 until September 2009. Mr. Losh spent 36 years with General Motors Corporation, an automobile manufacturer, most recently as executive vice president and chief financial officer from July 1994 to August 2000 and as chairman of GMAC, General Motors’ financial services group, from July 1994 to April 1999. Mr. Losh serves as presiding director of the board of CareFusion Corporation, a global medical technology company, and as a member of the boards of AON Corporation, a global provider of risk management services, insurance and re-insurance, and human resource consulting and outsourcing, Masco Corporation, a home improvement and building products company, H.B. Fuller Company, a global formulator, manufacturer, and marketer of chemical products, and TRW Automotive Holdings Inc., a global automotive supply company.   Mr. Losh holds a Master in Business Administration from Harvard University and a Bachelor of Science in mechanical engineering from Kettering University. As a result of these and other professional experiences, Mr. Losh brings extensive experience in executive management, strategic planning, corporate finance and, through his service on audit committees of public companies, audit and accounting experience to our board.
		Irving F. Lyons III.    Lead Independent Director since June 2011 (prior to the merger of AMB and the Trust, served as trustee of the Trust from September 2009 to June 2011 and from March 1996 to May 2006)   Board Committees: Executive   Mr. Lyons, 63, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from the Trust where he had served as chief investment officer from 1997 until his retirement. He joined the Trust in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons serves as chairman of the board of BRE Properties, Inc., a real estate investment trust investing in apartment communities, and as a member of the board of Equinix, Inc., a global data center operator.   Mr. Lyons joined the Trust when King & Lyons, an industrial real estate management and development company, was acquired by the Trust in 1993. Mr. Lyons had been the managing general partner in that firm since its inception in 1979 and was one of its principals at the time of the acquisition. Mr. Lyons received a Master in Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley. As a result of these and other professional experiences, and specifically his previous roles with the Trust, Mr. Lyons brings extensive experience in real estate investments and management with a unique perspective and insight into our business model and strategy, as well as our operations and markets to our board.

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		Jeffrey L. Skelton.    Director since November 1997   Board Committees: Board Governance and Nomination, Executive (Chair)   Mr. Skelton, 63, is the founder and managing partner of Resultant Capital Partners, an investment management firm that he co-founded in 2009 after retiring as the president and chief executive officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., an investment management firm.   Prior to founding Symphony Asset Management in 1994, Mr. Skelton was with Wells Fargo Nikko Investment Advisors from 1984 to 1993, where he served in a variety of capacities, including chief research officer, vice chairman, co-chief investment officer, and chief executive officer of Wells Fargo Nikko Investment Advisors Limited in London. Previously, Mr. Skelton was also an assistant professor of finance at the University of California at Berkeley, Walter A. Haas School of Business. Mr. Skelton holds a Ph.D. in mathematical economics and finance and a Master of Business Administration from the University of Chicago. As a result of these and other professional experiences, Mr. Skelton brings extensive experience in strategic planning, executive management, finance, and investments to our board.
		D. Michael Steuert.    Director since June 2011 (prior to the merger of AMB and the Trust, served as trustee of the Trust from September 2003 to June 2011)   Board Committees: Audit   Mr. Steuert, 64, retired in May 2012 from Fluor Corporation, a publicly traded engineering and construction firm, where he had been the senior vice president and chief financial officer since 2001. Mr. Steuert served as a consultant with Fluor from his retirement through the end of 2012. Mr. Steuert serves as a member of the board of Weyerhaeuser Corporation, a real estate investment trust specializing in home building, growing and harvesting trees, and producing other forest products.   Mr. Steuert was previously senior vice president and chief financial officer of Litton Industries, Inc. from 1999 to 2001, when Northrop Grumman acquired the company. Before joining Litton, Mr. Steuert served as senior vice president and chief financial officer for GenCorp, Inc. and, over a 15-year period, served in several financial management positions with TRW Automotive Holdings Inc. where he began his career in 1971. Mr. Steuert earned both a Bachelor’s degree and a Master’s degree from Carnegie Mellon University and has completed post-graduate training at Harvard University and the University of Pennsylvania’s Wharton School of Business. As a result of these and other professional experiences, Mr. Steuert brings extensive experience in corporate finance, accounting, and strategic planning to our board.

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		Carl B. Webb.    Director since August 2007   Board Committees: Compensation   Mr. Webb, 63, has been a senior partner of Ford Management, L.P. a private equity firm focusing on equity investments in financial services since 2008. Mr. Webb was the chief executive officer and a board member of Pacific Capital Bancorp and chairman and chief executive officer of Pacific Capital Bank, N.A. until December 2012 when these companies were merged with UnionBanCal Corporation. Mr. Webb has served as a consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. Additionally, Mr. Webb serves as a member of the board of Hilltop Holdings Inc., a publicly traded financial services holding company.   Mr. Webb previously served on the boards of Plum Creek Timber Company, M & F Worldwide Corp., and Triad Financial SM LLC, where he was co-chairman from July 2007 to October 2009 and served as interim president and chief executive officer from August 2005 to June 2007. Since 1983, Mr. Webb held executive positions at banking institutions, including Golden State Bancorp, Inc. and its subsidiary, California Federal Bank, FSB, First Madison Bank, FSB, First Gibraltar Bank, FSB, and First National Bank at Lubbock. Mr. Webb received a Bachelor of Business Administration from West Texas A&M University and a graduate banking degree from Southwestern Graduate School of Banking at Southern Methodist University. As a result of these and other professional experiences, Mr. Webb brings extensive experience in executive management, finance, strategic planning, as well as expertise in the financial industry, to our board.
		William D. Zollars.    Director since June 2011 (prior to the merger of AMB and the Trust, served as trustee of the Trust from December 2001 to May 2010)   Board Committees: Board Governance and Nomination, Compensation   Mr. Zollars, 65, retired from YRC Worldwide, Inc., a global transportation service provider, in July 2011 where he served as chairman, president, and chief executive officer from 1999 until his retirement. He was president of Yellow Transportation, Inc. from 1996 to 1999. Mr. Zollars serves as a member of the boards of Cerner Corporation, a supplier of healthcare information technology solutions, healthcare devices, and related services, and CIGNA Corporation, a global health service organization.   Mr. Zollars was previously a senior vice president of Ryder Integrated Logistics, a division of Ryder System, Inc. and he spent 24 years in various executive positions, including eight years in international locations, at Eastman Kodak. Mr. Zollars holds a Bachelor of Arts in economics from the University of Minnesota. As a result of these and other professional experiences, Mr. Zollars brings extensive experience in strategic planning, executive management (including global operations), logistics, corporate finance, and risk management, as well as his perspective as a former chief executive officer of a public company, to our board.

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CORPORATE GOVERNANCE

We place a high premium on corporate governance because we believe strong corporate governance is central to strong leadership of the company and enhances the value of the company for our stockholders. We have a non-staggered independent board of directors that is elected annually by majority vote. We also currently do not have a stockholder rights plan. In addition, we have opted out of state anti-takeover provisions that are frequently adopted by Maryland corporations. For these and other actions that we have taken to maintain strong corporate governance, we have been noted for our strong corporate governance. Green Street Advisors, an independent research firm focusing on real estate investment trusts (“REITs”), has ranked us as the top REIT in the area of corporate governance in its published rankings since 2002.

Our commitment to furthering meaningful corporate governance practices and maintaining a business environment of uncompromising integrity is demonstrated through, among other things, our governance policies and compliance with the Sarbanes-Oxley Act of 2002 and the rules of the NYSE. The board has formalized several policies, procedures, and standards of corporate governance that are reflected in our governance guidelines. These governance guidelines, some of which we touch on below, can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of our governance guidelines can be obtained by any stockholder, free of charge, upon written request to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

Director Independence.    We require that a majority of the board of directors be independent in accordance with NYSE rules. To determine whether a director is independent, the board must affirmatively determine that there is no direct or indirect material relationship between the company and the director. The board has determined that all of our directors, other than Mr. Moghadam, are independent. The board reached its decision after reviewing director questionnaires, considering any transactions and relationships between us, our affiliates, members of our senior management and their affiliates, and each of the directors, members of each director’s immediate family, and each director’s affiliates, and considering all other relevant facts and circumstances. The board has also determined that all members of the audit, compensation, and board governance and nomination committees are independent in accordance with NYSE and SEC rules.

Leadership Structure.    We have followed the traditional U.S. board leadership structure where the chief executive officer also serves as the chairman of the board of directors. Currently, Mr. Moghadam, our chief executive officer (and one of our co-chief executive officers during 2012), serves as chairman of the board. Mr. Lyons serves as our lead independent director. We believe that a structure that combines the roles of chief executive officer and chairman, along with independent chairs for each of the board committees and an independent lead director, provides the best leadership for the company. As one of our founders, Mr. Moghadam has extensive knowledge and expertise in the real estate and REIT industries, as well as extensive history and knowledge of our company. Mr. Moghadam works with our independent committees and their chairs and with the lead independent director to make strategic decisions for the company. In his role as chairman, Mr. Moghadam acts as a facilitator and guide, coordinating the board’s affairs. As chief executive officer, he implements the directives of the board and oversees business operations, among other responsibilities. This arrangement provides the board with direct access to management insight into company affairs and better visibility for our overall strategic vision. We believe this leadership structure puts the company in the best position to navigate the changing economic environment and places the company in a competitive position to provide long-term value to our stockholders.

Board’s Role in Risk Oversight.    The board of directors has the primary responsibility for overseeing risk management of the company, and our management team provides the board with a regular report highlighting their assessments and recommendations. The audit committee focuses on oversight of financial risks relating to the company, the compensation committee focuses primarily on risks relating to remuneration of our officers and employees, while our board governance and nomination committee focuses on reputational and corporate governance risks relating to our company. In addition, the audit committee and the board regularly hold discussions with our risk management group and other members of management regarding the risks that may affect the company. The committees advise the full board of their risk oversight activities.

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Communicating with Directors.    You can communicate with any of the directors, individually or as a group, by writing to them in care of Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111. All communications should prominently indicate on the outside of the envelope that they are intended for the full board, for independent or non-employee directors only, or for any particular group or member of the board. Each communication intended for the board and received by the secretary that is related to the operation of the company and is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures. The directors will be advised of any communications that were excluded through normal security procedures and they will be made available to any director who wishes to review them.

Director Qualifications and Skills.    Each of the above director nominees was chosen based on his or her experience, qualifications, and skills to serve on the board of directors. The board governance and nomination committee assesses the characteristics of the director nominees, including the director nominee’s integrity and accountability, judgment, maturity, and supportiveness in working with others, history of high standards, willingness to commit the time and energy needed to satisfy the requirements of board and committee membership, awareness and ongoing education, balance with other commitments, financial literacy, and compliance with our stock ownership guidelines. In addition, each nominee was selected based on his or her talent, skills, and experience as discussed in their biographies and how those characteristics supplement the resources and talent on the board, as well as, his or her contribution to the board in a way that can enhance perspective and experiences through diversity in gender, ethnic background, geographic origin, and professional experience. While the committee does not have a formal policy regarding diversity, the committee does consider diversity of the board in identifying director nominees, including race, gender, geographical diversity, and diversity in experience, professional background, areas of expertise, and industries of the candidate. We believe that the diverse constituency and experience of the board lends to excellent oversight of the company that best serves our stockholders.

To identify potential nominees for the board, the board governance and nomination committee first evaluates the current members of the board who are willing to continue in service. Current members of the board are considered for re-nomination, balancing the value of their continued service with that of obtaining new perspectives, and in view of our developing needs. If necessary, the committee then solicits ideas for possible candidates from a number of sources, which can include other board members, senior management, and individuals personally known to members of the board. The committee may also retain a third party to assist in identifying potential nominees, however, the committee has not done so in the past. Our governance guidelines provide that directors will not be nominated or appointed to the board if they are or would be 72 years or older at the time of the election or appointment. Term limits on directors’ service have not been instituted.

Stockholder Recommended Nominees for Director.    The board governance and nomination committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. These criteria include the candidate’s skills, experience, and personal qualities, as well as the other factors discussed in the committee charter, which are evaluated in the context of the perceived needs of the board at any given point in time. The committee will consider nominees to the board recommended by stockholders with respect to elections to be held at an annual meeting if notice of the nomination is timely delivered in writing to our secretary prior to the meeting. To be timely, the notice must be delivered within the time permitted for submission of a director nomination as described above. The notice must include among other things:

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Code of Ethics and Business Conduct.    We have adopted a code of ethics and business conduct that applies to all employees and directors entitled “A Commitment to Excellence and Integrity,” which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of our code of ethics and business conduct can be obtained, free of charge, upon written request to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111. Our code details the expected behavior of all employees in routinely applying our institutional and personal values of honesty, integrity, and fairness to everything we do at Prologis. The code outlines in great detail the key principles of ethical conduct expected of our employees, officers, and directors, including matters related to conflicts of interest, use of company resources, fair dealing, and financial reporting and disclosure. The code establishes formal procedures for reporting illegal or unethical behavior to the ethics committee and permits employees to report on a confidential or anonymous basis if desired, any concerns about the company’s accounting, internal accounting controls, or auditing matters. Employees may contact the ethics committee by e-mail, in writing, or by calling a toll-free telephone number. Any significant concerns are reported to the audit committee in accordance with the code.

BOARD OF DIRECTORS AND COMMITTEES

Pursuant to the Maryland General Corporation Law and our Bylaws, our business, property, and affairs are managed under the direction of the board of directors. Members of the board are kept informed of our business through discussions with management (the chief executive officer, our other named executive officers, and our senior management team), by reviewing materials provided to them, and by participating in meetings of the board and its committees. The board of directors currently consists of ten directors, nine of whom are independent under NYSE rules. All of our current directors are standing for re-election at the 2013 annual meeting. Mr. Rakowich retired from the company and from the board effective December 31, 2012. The board held five meetings in 2012, including telephonic meetings, and all of the directors attended 75% or more of the aggregate number of board and committee meetings during 2012 for the periods that they served. Each director standing for election in 2013 is expected to attend the annual meeting of stockholders, either in person or telephonically, absent cause, and all directors attended the annual meeting last year, in person or telephonically.

The board governance and nomination committee selects a lead director from the independent directors. The lead independent director’s duties include chairing executive sessions of the independent directors, facilitating communications, and resolving conflicts, if any, between the independent directors, other members of the board and the management of the company, and consulting with and providing counsel to the company’s chief executive officer as needed or requested. Mr. Lyons has served as lead independent director since June 2011 and will continue in that role for 2013 if re-elected. Our governance guidelines do not prohibit directors from serving simultaneously on the boards of multiple companies. In the event that a director serves on three or more public company boards simultaneously, including our board, then our board shall determine that such simultaneous service does not impair the ability of such member to effectively serve our company. With respect to Mr. Fotiades, Ms. Garvey, Ms. Kennard, Mr. Losh, Mr. Lyons, and Mr. Zollars, the board has made such determinations.

The four standing committees of the board are: audit committee, compensation committee, board governance and nomination committee, and executive committee. These committees make regular reports to the board. The board has determined that each member of the audit, compensation, and board governance and nomination committees is an independent director in accordance with NYSE rules.

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Membership information for our board committees is presented below. The current membership has been in effect since June 2011 with the exception of the executive committee. Mr. Rakowich served on the executive committee and was the chair of that committee until his retirement effective December 31, 2012. Mr. Skelton became chair of the executive committee effective February 27, 2013.

Audit Committee.    The audit committee was established as a separately designated standing committee in accordance with Section 3(a)(58)(A) of the Exchange Act, as amended. The board has determined that Mr. Losh, Ms. Garvey, and Mr. Steuert are each financially literate and that each qualifies as an audit committee financial expert within the meaning of the SEC regulations. Additionally, the board has determined that all members of the audit committee are independent under applicable NYSE and SEC rules and that Mr. Losh’s simultaneous service on the audit committees of more than two other public companies would not impair his ability to effectively serve on our audit committee. In reaching this determination, the board considered that Mr. Losh’s substantial ability, experience, and expertise in corporate finance, and specifically his experience in public company financial management and reporting as chief financial officer for General Motors, significantly benefits the board and the company. Further, the board determined that Mr. Losh’s service on the audit committees of the other public companies did not hinder his ability to serve on our audit committee as he is currently retired and is not serving in an executive officer capacity for any other company. There were nine meetings of the audit committee in 2012.

The purpose of the audit committee is to be an informed, vigilant, and effective overseer of the financial accounting and reporting processes of the company. This committee is directly responsible for the appointment, compensation, and oversight of our public accountants. Further, the committee monitors: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our public accountant’s qualifications and independence; and (iv) the performance of our internal audit function and public accountants. The committee also reviews the adequacy of its charter on an annual basis. The audit committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, CA.

Board Governance and Nomination Committee.    All of the members of the board governance and nomination committee are independent under NYSE rules. This committee’s purpose is to: (i) review and make recommendations to the board on board organization and succession matters; (ii) assist the full board in evaluating the effectiveness of the board and its committees, including, without limitation, evaluating the process used by the compensation committee to evaluate the performance of the chief executive officer; (iii) review and make recommendations for committee appointments to the board; (iv) identify individuals qualified to become board members consistent with any criteria approved by the board and propose to the board a slate of nominees for election to the board; (v) assess and make recommendations to the board on corporate governance matters; (vi) develop and recommend to the board a set of corporate governance principles applicable to the company; and (vii) provide assistance to the board in reviewing and approving the company’s activities, goals, and policies concerning environmental stewardship and social responsibility matters. This committee also reviews the adequacy of its charter on an annual basis. There were three meetings of this committee in 2012. The board governance and

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nomination committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

Compensation Committee.    This committee’s purpose is to discharge the board’s responsibilities relating to compensation of directors and executives and to produce an annual report on executive compensation for inclusion in the proxy statement. The committee has the overall responsibility for approving and evaluating the director and officer compensation plans, policies, and programs. Specifically, the committee is responsible for: (i) reviewing and recommending to the board corporate goals and objectives relative to the compensation of our chief executive officer; (ii) evaluating the chief executive officer’s performance in light of those goals and objectives, and setting the chief executive officer’s compensation level based on this evaluation, including incentive and equity-based plans; (iii) setting the amount and form of compensation for the senior executive officers who report to the chief executive officer; (iv) making recommendations to the board (including recommendations for non-employee directors) on general compensation practices, including incentive and equity-based plans, and adopting, administering, and making awards under annual and long-term incentive compensation and equity-based plans, including any amendments to the awards, under any such plans, and reviewing and monitoring awards under such plans; (v) reviewing and approving any new employment agreements, change in control agreements, severance or similar termination payments proposed to be made to the chief executive officer or any other executive officer of the company; (vi) reviewing and assessing its charter annually in light of current circumstances of the company and changes in regulations and recommending any proposed changes to the board for approval; (vii) confirming that relevant reports are made to the board or in periodic filings as required by governing rules and regulations of the SEC and NYSE; (viii) participating in succession planning for key executives; and (ix) forming and delegating authority to subcommittees when deemed appropriate. Our chief executive officer makes separate recommendations to the compensation committee concerning the form and amount of the compensation of our senior officers (excluding his own compensation). There were four meetings of this committee in 2012. The compensation committee’s responsibilities are stated more fully in its charter which can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committee’s charter can be obtained by any stockholder, free of charge, upon written request to Edward. S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

The compensation committee directly engages an outside compensation consulting firm, Frederic W. Cook & Co., Inc. (“FW Cook”) to assist the committee in assessing our compensation programs for senior officers. FW Cook, who was engaged by the committee after the merger in June 2011, reports directly to the compensation committee, receives no compensation from the company other than for its work in advising the compensation committee, and maintains no other economic relationships with the company. FW Cook interacts directly with members of our management only on matters under the compensation committee’s oversight. FW Cook conducted a comprehensive competitive review of the compensation program for our senior officers in May 2012 which was used by our compensation committee to assist it in making compensation recommendations to the board. FW Cook has also assisted the compensation committee in evaluating the design of certain outperformance compensation plans implemented in 2012. See “Executive Compensation Matters — Compensation Discussion and Analysis — 2012 Decisions—Outperformance Compensation Plans” for additional information about these new plans. In 2011, FW Cook conducted a review on non-employee director compensation to assist the compensation committee in determining the post-merger compensation structure for non-employee directors. No changes were made to the non-employee director compensation structure in 2012. Prior to the merger, FW Cook was engaged by the compensation committee of the Trust to advise them on executive and trustee compensation matters.

The committee’s report appears under “Executive Compensation Matters — Compensation Committee Report.” Please also see “Executive Compensation Matters — Compensation Discussion and Analysis” for additional information about, and the processes and procedures for determining, executive officer compensation.

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The compensation committee also administers our equity compensation plans, our nonqualified deferred compensation arrangements, and our 401(k) Plan.

Compensation Committee Interlocks and Insider Participation.     No member of the compensation committee: (i) was, during the year ended December 31, 2012, or had previously been, an officer or employee of the company or (ii) had any material interest in a transaction with the company or a business relationship with, or any indebtedness to, the company. No interlocking relationships existed during the year ended December 31, 2012, between any member of the board or the compensation committee and an executive officer of the company.

Executive Committee. The executive committee is organized with the purpose of meeting and acting only if action by the board is required, the board is unavailable, and the matter to be acted on is time-sensitive. The executive committee has and may exercise all of the powers and authority of the board, subject to such limitations as the board, the committee’s charter, and/or applicable law, rules, and regulations may from time to time impose. During 2012, the executive committee did not hold any meetings.

DIRECTOR COMPENSATION

The board’s overall compensation philosophy related to non-employee directors is to provide a mix of cash and equity-based compensation, with the goal of paying more of such compensation in the form of equity and a smaller portion in cash. To determine the appropriate level of post-merger non-employee director compensation, in 2011 FW Cook provided the compensation committee with an analysis of the total compensation levels of non-employee directors of companies in the S&P 500, as well as for the 10 largest equity REITs, determined by enterprise value. The total compensation level for our non-employee directors recommended by the compensation committee and determined by the board is in the upper-quartile of the 10 REITs that were reviewed by FW Cook, but below the median of companies in the S&P 500. This level was deemed appropriate for a company of our size and complexity. Officers who also serve as a member of our board do not receive any compensation for their service on the board. The equity component of the compensation paid to our directors is awarded under the terms of the Prologis, Inc. 2012 Long-Term Incentive Plan (the “2012 LTIP”) (see the narrative discussion that follows the Grants of Plan-Based Awards for Fiscal Year 2012 table below under “Executive Compensation Matters”). The 10 REITs analyzed were: Avalon Bay Communities, Inc., Boston Properties, Inc., Equity Residential, General Growth Properties, Inc., HCP, Inc., Host Hotels & Resorts, Inc., Public Storage, Simon Property Group, Inc., Ventas, Inc., and Vornado Realty Trust.

The cash component of the compensation earned by our non-employee directors consists of an annual retainer, fees for serving as chairs of committees, and fees for attending meetings in excess of the minimum 20 meetings covered by the annual retainer (including both board and committee meetings). Compensation applicable to service on our board by our non-employee directors for 2012 was as follows:

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In addition, we reimburse our directors for reasonable travel costs incurred to attend the meetings of the board and its committees.

Stock Ownership Guidelines.    Our directors must comply with our stock ownership guidelines. The guidelines, which are also applicable for the named executive officers and certain other senior officers, require the director to maintain an ownership level in our common stock equal to five times the annual retainer ($420,000 for 2012). Shares included as owned include common stock owned outright, vested equity awards (other than stock options), including vested DEUs, shares held in the director’s hypothetical fee deferral account (see discussion below), and shares that can be acquired through exchange of limited partnership units. Until such time as the guidelines are met, we will require the director to retain and hold 50% of any shares received under our equity compensation plans. Additionally, our insider trading policy prohibits our directors and employees from hedging the economic risk of ownership of our common stock and from pledging shares held in a margin account. All of our directors have met the guidelines.

Nonqualified Deferred Compensation Plans for Directors.    Our directors may participate in our nonqualified deferred compensation plans. Effective for 2012, we established a nonqualified deferred compensation plan (the “2012 NQDC Plan”) which allows non-employee directors to elect to defer up to 100% of their eligible compensation, such as directors’ fees and equity awards, which were earned and vested to the participant on or after January 1, 2012. The deferred compensation under the 2012 NQDC Plan is our unsecured obligation.

Mr. Fotiades elected to defer receipt of his annual retainer for 2012 through cash contributions to a “rabbi trust” under the 2012 NQDC Plan. Mr. Losh and Mr. Steuert both elected to defer receipt of their annual retainers, which have been converted into phantom shares in a hypothetical fee deferral account, under the terms of the 2012 NQDC Plan. Additional information with respect to the 2012 NQDC Plan is provided in the narrative discussion that follows the Nonqualified Deferred Compensation for Fiscal Year 2012 table below under “Executive Compensation Matters.”

Prior to the merger, we had two nonqualified deferred compensation plans (“the AMB NQ Plans”). Deferral elections made under the AMB NQ Plans prior to 2011, but with respect to 2011 compensation and beyond, remained in effect after the merger. However, the AMB NQ Plans contained provisions that, upon a change in control such as the merger, participants would receive a lump-sum distribution equal to their vested account balance. Mr. Losh, who was a participant in the AMB NQ Plans through the merger date, and Ms. Kennard, who participated in the AMB NQ Plans prior to 2011, both received distributions in June 2011. A new deferred compensation plan was adopted in 2011, the AMB Property Corporation 2011 Notional Account Deferred Compensation Plan (the “Notional Account NQDC Plan”), to provide participants who continued to be employed by us or continued as a non-employee director after the merger the opportunity to continue to receive tax deferred earnings with respect to the amount of their pre-merger deferred compensation balance that was withheld to pay taxes on the distribution triggered by the merger.

Under the Notional Account NQDC Plan, Mr. Losh and Ms. Kennard received an “Initial Account Credit” value equal to the deemed amount of the tax liability on the distributions they received in 2011 as a result of the change in control provisions triggered by the merger. The Initial Account Credit value is hypothetically invested in “measurement funds” selected by the participant, which do not include our company stock. Measurement funds are used for measurement purposes only and plan participants do not have rights in or to the underlying hypothetical investments.

A Notional Earnings Account is credited with hypothetical earnings or charged with hypothetical losses associated with the underlying hypothetical investments. Upon their retirement from the board, the Mr. Losh and Ms. Kennard are entitled to the excess, if any, of the value in their Notional Earnings Account (representing the value of the Initial Account Credit plus cumulative earnings or losses associated with the underlying hypothetical investments, if any) over their Initial Account Credit value. The Initial Account Credit values for Mr. Losh and Ms. Kennard were $469,558 and $98,047, respectively. As of December 31, 2012, the value of the Notional Earnings Account exceeded the Initial Account Credit value for Mr. Losh by $27,253 and for Ms. Kennard by $178.

The ProLogis Deferred Fee Plan for Trustees was assumed by us in the merger. Under this plan, members of the Trust’s board had the option to receive their fees currently or they could defer the receipt of their fees until after their board service ends (deferrals were in the form of cash or Trust common shares). Fees earned by participants were

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credited as common shares to a hypothetical fee deferral account based on the closing price of the common shares as of the date of the deferral. Under the merger agreement, the Trust common shares in the deferral account were converted to our common stock at the merger exchange ratio. The common stock in the hypothetical account earns dividends as if the shares of common stock in the account were outstanding in the name of the participant. Upon retirement from the board, the participant will be issued the shares of common stock included in the hypothetical fee deferral account. However, each participant has elected to defer receipt of such common stock generally until more than 60 days following their retirement from the board. Mr. Fotiades and Mr. Steuert were participants in this plan prior to the merger. As of December 31, 2012, including amounts earned as dividends, Mr. Fotiades had a balance of 19,712 shares and Mr. Steuert had a balance of 15,743 shares in their hypothetical fee deferral accounts. No additional deferrals could be made under this plan after December 31, 2011.

Mr. Lyons and Mr. Zollars have hypothetical fee deferral accounts associated with prior service on the Trust’s board. Mr. Lyons’ balance (1,055 shares at December 31, 2012) is scheduled to be distributed beginning in January 2015. Mr. Zollars’ balance (5,115 shares at December 31, 2012) is being distributed in annual installments through January 2019.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2012*

* Columns (d), (e), (f), and (g) have been omitted from this table because they are not applicable.

⁽¹⁾ The compensation structure for the board of directors is described in the narrative discussion that precedes this table. Directors who are also employees of the company, such as Mr. Moghadam and Mr. Rakowich in 2012, do not receive additional compensation associated with their service on the board.

⁽²⁾ The director elected to defer the receipt of his 2012 cash compensation under our nonqualified deferred compensation plan in 2012. Mr. Fotiades deferred his cash compensation through cash contributions under the 2012 NQDC Plan. Mr. Losh and Mr. Steuert each converted their cash compensation into phantom shares that are held in a hypothetical fee deferral account under the terms of the 2012 NQDC Plan. As of December 31, 2012, Mr. Fotiades’ account balance was $105,659 including earnings in 2012 of $1,659. As of December 31, 2012, the balance in the hypothetical fee deferral accounts of Mr. Losh and Mr. Steuert were as follows:

See the discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2012 table below under “Executive Compensation Matters.”

⁽³⁾ Represents the grant date fair value of 3,514 DSUs awarded to each of our non-employee directors who were elected at our annual meeting on May 3, 2012. The value of the DSUs is based on the closing price of our common stock on the date of grant which was $35.85 per share. The DSUs vest on the earlier of the date of the next annual meeting or the one-year anniversary of the grant date. These awards are expected to vest on May 2, 2013, the date of the 2013 annual meeting. Receipt of the vested DSUs is deferred until three years from the grant date. Messrs. Fotiades, Losh, and Steuert and Ms. Garvey have elected to further defer the receipt of their DSUs until their service on our board ends. Mr. Lyons has elected to defer the receipt of his DSUs until 2017. While they are outstanding, DSUs earn DEUs which are vested and paid to the director under the same terms as the underlying DSU award.

Prior to the merger, we granted restricted stock to our directors. The restricted stock had a one-year vesting period. Directors could elect to defer the restricted stock upon vesting under the AMB NQ Plans discussed above. Directors who served on the Trust’s board prior to the merger were granted DSUs on an annual basis which were vested at the grant date but were required to be deferred until after their service on the board ended. These awards were assumed by us under the merger agreement, were converted based on the merger exchange ratio, and continue to be deferred. The DSUs granted by the Trust earn DEUs while they are outstanding.

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DSUs and associated accrued DEUs outstanding as of December 31, 2012 were as follows:

⁽⁴⁾ In the past, stock options have been granted to non-employee directors as part of their equity compensation (including stock options granted to those directors who previously served on the Trust’s board which were assumed by us under the merger agreement and converted based on the merger exchange ratio). All stock options held by our current directors are fully vested and exercisable and were as follows as of December 31, 2012:

INFORMATION RELATING TO STOCKHOLDERS, DIRECTORS, NOMINEES,

AND EXECUTIVE OFFICERS

The number of shares of our common stock beneficially owned, as of the date indicated in the footnotes below, by each person known to us to be the beneficial owner of five percent or more, in the aggregate, of our outstanding common stock is as follows:

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⁽¹⁾ Entities included in each Schedule 13G filing have represented that the shares of common stock reported were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Prologis and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

⁽²⁾ Information regarding beneficial ownership of our common stock by The Vanguard Group, Inc. (“Vanguard”), Vanguard Fiduciary Trust Company (“VFTC”), a wholly owned subsidiary of Vanguard, and Vanguard Investments Australia, Ltd. (“VIA”), a wholly owned subsidiary of Vanguard, is included herein based on a Schedule 13G/A filed with the SEC on February 11, 2013, relating to such common shares beneficially owned as of December 31, 2012. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares (635,960 and 1,467,869 of such common shares are beneficially owned as a result of its ownership of VFTC and VIA, respectively); (ii) has sole voting power with respect to 1,496,943 of such common shares; (iii) has shared voting power with respect to 359,556 of such common shares; (iv) has sole dispositive power with respect to 50,968,197 of such common shares; and (v) has shared dispositive power with respect to 1,242,846 of such common shares.

⁽³⁾ Information regarding beneficial ownership of our common stock by entities related to BlackRock, Inc. (“BlackRock”) is included herein based on a Schedule 13G/A filed with the SEC on February 8, 2013, relating to such common shares beneficially owned as of December 31, 2012. Such report provides that BlackRock is beneficial owner and has sole voting power and sole dispositive power with respect to all of such common shares.

⁽⁴⁾ Information regarding the beneficial ownership of our common stock by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc., and Cohen & Steers Europe S.A. (Chausee de la Hulpe 116, 1170 Brussels, Belgium), is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2013, relating to such common shares beneficially owned as of December 31, 2012. Such report provides that Cohen & Steers, Inc.: (i) is the beneficial owner of all such common shares and has sole dispositive power with respect to all such common shares through its ownership of Cohen & Steers Capital Management, Inc. (34,286,600 common shares) and Cohen & Steers Europe S.A. (429,103 common shares) and (ii) has sole voting power with respect to 18,434,920 of such common shares (18,266,059 common shares through its ownership of Cohen & Steers Capital Management, Inc. and 168,861 common shares through its ownership Cohen & Steers Europe S. A.)

⁽⁵⁾ Information regarding beneficial ownership of our common stock by FMR LLC and certain related entities is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2013, relating to such common shares beneficially owned as of December 31, 2012. Such report provides that: (i) Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR LLC, is beneficial owner of 15,074,386 of such common shares and that FMR LLC with Edward C. Johnson III each has sole dispositive power with respect to the common shares beneficially owned by Fidelity; neither FMR LLC nor Mr. Johnson has sole power to vote or direct the voting of such common shares; (ii) Fidelity Management Trust Company, a wholly owned subsidiary of FMR LLC (“FMTC”) is the beneficial owner of 143,986 of such common shares and Mr. Johnson and FMR LLC, through its control of FMTC, each has sole power to vote or direct the voting and sole dispositive power with respect to the common shares owned by FMTC; (iii) Strategic Advisors, Inc. is beneficial owner of 29,807 of such common shares and Mr. Johnson and FMR LLC, through its control of FMTC, each has sole power to vote or direct the voting and sole dispositive power with respect to such common shares owned by Strategic Advisors, Inc.; (iv) Pyramis Global Advisors, LLC (“PGA LLC”) (900 Salem Street, Smithfield, Rhode Island 02917), a wholly owned subsidiary of FMR LLC, is beneficial owner of 497,699 of such common shares and Mr. Johnson and FMR LLC, through its control of PGA LLC, each has sole power to vote or direct the voting and sole dispositive power with respect to the common shares beneficially owned by PGA LLC; (v) Pyramis Global Advisors Trust Company (“PGATC”) (900 Salem Street, Smithfield, Rhode Island 02917), an indirect wholly owned subsidiary of FMR LLC, is the beneficial owner of 1,958,592 of such common shares and Mr. Johnson and FMR LLC, through its control of PGATC, each has sole power to vote or to direct the voting and sole dispositive power with respect to the common shares beneficially owned by PGATC; and (vi) FIL Limited (Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda) is the beneficial owner of 16,596,501 of such common shares.

⁽⁶⁾ Information regarding beneficial ownership of our common stock by Vanguard Specialized Funds–Vanguard REIT Index Fund (“Vanguard Funds”) is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2013, relating to such common shares beneficially owned as of December 31, 2012. Such report provides that Vanguard Funds is the beneficial owner and has sole voting power with respect to all such common shares. Vanguard Funds has no dispositive power with respect to any such common shares.

⁽⁷⁾ Information regarding beneficial ownership of our common stock by entities related to State Street Corporation (“State Street”) is included herein based on a Schedule 13G/A filed with the SEC on February 12, 2013, relating to such shares beneficially owned as of December 31, 2012. Such report provides that State Street is beneficial owner and has shared voting power and shared dispositive power with respect of all of such common shares.

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The following table shows the number of shares of our common stock beneficially owned, as of March 11, 2013, by: (i) our chief executive officer; (ii) our chief financial officer; (iii) our other named executive officers currently employed by us; (iv) each of our directors; and (v) our directors and all of our executive officers as a group.

* Represents less than 0.1% of the outstanding shares of common stock and limited partnership units.

⁽¹⁾ The principal address of each person is: c/o Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

⁽²⁾ This column includes shares of our common stock beneficially owned and shares of our common stock that can be acquired through the exchange of limited partnership units beneficially owned directly or indirectly as of the date indicated. Includes vested shares of our common stock owned through our 401(k) Plan and our nonqualified deferred compensation plans, as applicable. Unless indicated otherwise, all interests are owned directly, and the indicated person has sole voting and dispositive power. For discussion of our nonqualified deferred compensation plans, see the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2012 table below under “Executive Compensation Matters.”

⁽³⁾ This column includes shares of our common stock that may be acquired within 60 days through the exercise of vested, non-voting options to purchase our common stock and through scheduled vesting of restricted stock, restricted stock units, or DSUs and associated accrued DEUs. Unless indicated otherwise, all interests are owned directly and the indicated person will have sole voting and dispositive power upon receipt.

⁽⁴⁾ This column does not include phantom stock held in hypothetical fee deferral accounts under the terms of our nonqualified deferred compensation plans as a result of the director deferring the receipt of cash retainer fees in 2012, all of which are non-voting. Generally, the director has deferred receipt of these shares until his service on the board ends. See “Director Compensation — Director Compensation for Fiscal Year 2012.” Balances as of March 11, 2013 were as follows:

⁽⁵⁾ This column does not include shares of phantom stock held by directors who were formerly members of the Trust’s board that were deferred under the ProLogis Deferred Fee Plan for Trustees, all of which are non-voting. Generally, the underlying stock represented by the phantom stock is not payable to the director until his service on the board ends or, in the case of Mr. Lyons and Mr. Zollars, are being distributed under deferral payment elections made associated with their previous service on the Trust’s board. See “Director Compensation — Director Compensation for Fiscal Year 2012.” Balances as of March 11, 2013 were as follows:

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⁽⁶⁾ This column does not include vested DSUs and associated accrued DEUs held by our directors, all of which are non-voting and are not payable to the director for at least three years from the grant date or, if elected by the director, until his or her service on the board ends. See “Director Compensation — Director Compensation for Fiscal Year 2012.” Balances as of March 11, 2013 were as follows:

⁽⁷⁾ The percentage of shares of common stock beneficially owned by a person assumes that all the limited partnership units held by a person are exchanged for shares of our common stock, that none of the limited partnership units held by any other persons are so exchanged, that all options for the purchase of shares of our common stock exercisable by May 11, 2013 held by the person are exercised in full and that no options for the purchase of shares of our common stock held by any other persons are exercised.

⁽⁸⁾ The percentage of shares of common stock and units beneficially owned by a person assumes that all of the limited partnership units held by a person are exchanged for shares of our common stock, that all of the limited partnership units held by other persons are so exchanged, that all options for the purchase of shares of our common stock exercisable by May 11, 2013 held by the person are exercised in full and that no options for the purchase of shares of our common stock held by other persons are exercised.

⁽⁹⁾ Includes 3,545,675 shares currently outstanding and 388,126 shares that can be acquired by a trust established by Mr. Moghadam through exchange of 388,126 limited partnership units of Prologis, L.P. Of the 3,545,675 shares of common stock included, 35,601 shares are directly owned, 131,776 shares are indirectly held through a trust of which Mr. Moghadam is the trustee, 318,958 shares are held through a rabbi trust pursuant to the AMB NQDC Plans and the 2012 NQDC Plan, for which the trustee holds all voting power, 803,945 shares are indirectly held through the Notional Account NQDC Plan for which Mr. Moghadam has voting power. In addition, Mr. Moghadam shares voting and dispositive power with his spouse with respect to 2,255,395 shares.

⁽¹⁰⁾ Includes 73,160 shares directly owned and 25,805 shares held through a rabbi trust pursuant to the AMB NQDC Plans and the 2012 NQDC Plan, for which the trustee holds all voting power.

⁽¹¹⁾ Includes 38,607 shares directly owned, 74,064 shares indirectly held through a family trust of which Mr. Jaquier is co-trustee, 1,000 shares indirectly held through custodial accounts for Mr. Jaquier’s children, and 81,412 shares held through a rabbi trust pursuant to the AMB NQDC Plans and the 2012 NQDC Plan, for which the trustee holds all voting power.

⁽¹²⁾ Includes 172,775 shares directly owned and 20,000 shares indirectly owned through a grantor retained annuity trust of which Mr. Reilly is the trustee and sole recipient of the annuity.

⁽¹³⁾ Includes 21,339 shares directly owned and 4,000 shares indirectly owned through accounts of Mr. Losh’s children.

⁽¹⁴⁾ Includes 85,281 shares currently outstanding and 27,752 shares that can be acquired by Mr. Lyons through exercise of 62,167 limited partnership units of Prologis Limited Partnership-I. Of the 85,281 shares, 20,500 shares are directly owned and 64,781 are shares held through a family trust of which Mr. Lyons is trustee. The limited partnership units are also held by the family trust of which Mr. Lyons is trustee.

Related Parties Transaction Policy.    Our Articles of Incorporation contain procedures for authorizing related party transactions. The board of directors may authorize any agreement or other transaction with any party even though one or more of our directors or officers may be a party to such an agreement or is an officer, director, stockholder, member, or partner of the other party if: (i) the existence of the relationship is disclosed or known to the board of directors, and the contract or transaction is authorized, approved, or ratified by the affirmative vote of not less than a majority of the disinterested directors, even if they constitute less than a quorum of the board; (ii) the existence is disclosed to the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote (excluding shares owned by any interested director or officer or the organization in which such person is a director or has a material financial interest); or (iii) the contract or transaction is fair and reasonable to the company.

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We recognize that transactions between us and related parties can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than our best interests and the best interests of our stockholders. Related parties may include our directors, executives, significant stockholders, and immediate family members and affiliates of such persons. Accordingly, several provisions of our code of ethics and business conduct are intended to help us avoid the conflicts and other issues that may arise in transactions between us and related parties, including the following:

Our code of ethics and business conduct may be amended, modified, or waived by our board or the board governance and nomination committee, subject to the disclosure requirements and other provisions of the rules and regulations of the SEC and the NYSE.

Although we do not have detailed written procedures concerning the waiver of the application of our code of ethics and business conduct or the review and approval of transactions with directors or their affiliates, our directors would consider all relevant facts and circumstances in considering any such waiver or review and approval, including:

In 1993, the Trust acquired an industrial real estate portfolio from entities in which Mr. Lyons was an owner and principal officer. The transaction was negotiated at arm’s length before the Trust became affiliated with Mr. Lyons. As a result of the transaction, Mr. Lyons, through entities in which he has ownership interests, acquired an ownership interest in our subsidiary, ProLogis Limited Partnership-I, the entity formed to own the acquired real estate assets. Mr. Lyons’ indirect interest in ProLogis Limited Partnership-I was 0.38% at December 31, 2012 (equal to 62,167 units that are exchangeable for 27,752 shares of our common stock). A $26.4 million secured loan of Prologis Limited Partnership I with a third party lender was repaid in December 2012. Mr. Lyons and other limited partners of ProLogis Limited Partnership-I had entered into an agreement in 2003 to guarantee up to $25 million of the partnership’s debt. The guaranty was not required by the Trust and it did not affect the Trust, nor did it affect us, but was entered into for reasons personal to Mr. Lyons and the other limited partners. The guaranty became void and of no further force or effect when the loans were repaid. The board believes that this relationship with Mr. Lyons and ProLogis Limited Partnership-I is consistent with our related parties transaction policy discussed above.

Biographical summaries of the experience of our executive officers as of December 31, 2012, other than Mr. Moghadam, are presented below. Information for Mr. Moghadam is included above under “Election of Directors.”

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Thomas S. Olinger.    Chief Financial Officer

Mr. Olinger, 46, has been our chief financial officer since May 2012 and was our chief integration officer from June 2011 to May 2012. Mr. Olinger was the chief financial officer of AMB from March 2007 to June 2011. Prior to joining AMB in February 2007, Mr. Olinger was the vice president and corporate controller at Oracle Corporation, an enterprise software company and provider of computer hardware products and services. Prior to his employment with Oracle, Mr. Olinger was an accountant and partner at Arthur Andersen LLP, where he served as the lead partner on our account from 1999 to 2002. Since January 2011, Mr. Olinger has served as a director of American Assets Trust, a real estate investment trust investing in retail, office, and residential properties. Mr. Olinger holds a Bachelor of Science degree in finance from Indiana University.

Guy F. Jaquier.    Chief Executive Officer, Private Capital

Mr. Jaquier, 54, has been chief executive officer, Private Capital, since the merger in June 2011. Mr. Jaquier was president, Private Capital (from January 2010) and president, Europe & Asia (from February 2007) of AMB until the merger in June 2011. Prior to joining AMB in June 2000, Mr. Jaquier was an executive at California Public Employees’ Retirement System, most recently as senior investment officer for real estate. Mr. Jaquier holds a Bachelor of Science degree in building construction management from the University of Washington and a Master of Business Administration degree from the Harvard Graduate School of Business Administration.

Eugene F. Reilly.    Chief Executive Officer, The Americas

Mr. Reilly, 51, has been chief executive officer, The Americas, since the merger in June 2011 and he served as president, The Americas, as well as a number of other executive positions, at AMB, from October 2003 until the merger in June 2011. Prior to joining AMB in October 2003, Mr. Reilly was chief investment officer of Cabot Properties, Inc., a private equity industrial real estate firm of which he was also a founding partner. Since August 2009, Mr. Reilly has served as a director of Strategic Hotels and Resorts, a real estate company. Mr. Reilly holds an A.B. degree in economics from Harvard College.

Edward S. Nekritz.    Chief Legal Officer and General Counsel

Mr. Nekritz, 47, has been our chief legal officer, general counsel, and secretary since the merger in June 2011. Mr. Nekritz was general counsel of the Trust from December 1998 to June 2011, secretary of the Trust from March 1999 to June 2011, and the Trust’s head of global strategic risk management from March 2009 to June 2011. Prior to joining the Trust in September 1995, Mr. Nekritz was an attorney with Mayer, Brown & Platt (now Mayer Brown LLP). Mr. Nekritz holds a Juris Doctor degree from the University of Chicago Law School and an A.B degree in government from Harvard College.

Biographical summaries for Mr. Rakowich and Mr. Sullivan, who were executive officers during parts of 2012, are presented below.

Walter C. Rakowich.    Retired as our Co-Chief Executive Officer on December 31, 2012

Mr. Rakowich, 55, was our co-chief executive officer from the merger in June 2011 until his retirement on December 31, 2012. Mr. Rakowich was chief executive officer of the Trust from November 2008 to June 2011. Mr. Rakowich was with the Trust in various capacities from July 1994 until the merger, including president and chief operating officer from January 2005 to November 2008 and chief financial officer from December 1998 to September 2005. In March 2012, Mr. Rakowich became a member of the board of directors of Host Hotels & Resorts, Inc., a real estate investment company. Prior to joining the Trust, Mr. Rakowich was a consultant with the Trust and prior thereto was with Trammell Crow Company, a diversified commercial real estate company in North America. Mr. Rakowich was a trustee of the Trust from August 2004 to May 2008 and from November 2008 to June 2011. Mr. Rakowich holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Science degree in accounting from Pennsylvania State University.

William E. Sullivan.    Retired as our Chief Financial Officer on May 11, 2012

Mr. Sullivan, 58, was our chief financial officer from the merger in June 2011 until his retirement on May 11, 2012. Mr. Sullivan was chief financial officer of the Trust from April 2007 to June 2011. Prior to joining the Trust in March 2007, Mr. Sullivan was the founder and president of Greenwood Advisors, Inc., a financial consulting and advisory firm that provided strategic planning and implementation services to small and mid-cap companies (2005 to 2007) and he was chairman and chief executive officer of SiteStuff, Inc., an online

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procurement company serving the real estate industry (2001 to 2005). Mr. Sullivan continued as chairman of SiteStuff, Inc. until June 2007. Mr. Sullivan holds Master of Business Administration degree from Northwestern University and a Bachelor of Science degree in a business administration from Georgetown University.

EXECUTIVE COMPENSATION MATTERS

COMPENSATION DISCUSSION AND ANALYSIS

This discussion describes our material compensation policies and practices generally, as well as their application to the compensation awards and decisions made with respect to 2012 for our named executive officers, as presented in the tables and narratives that follow. You should read this discussion in conjunction with the other compensation information presented in this proxy statement. The following analysis primarily focuses on the decisions applicable to the 2012 compensation information that is presented in the accompanying tables and narratives. However, we do include discussions of decisions made in other periods, to the extent they are relevant to the full understanding of the compensation decisions for 2012, our first full year as a combined company after the merger between AMB and the Trust was completed in June 2011.

The named executive officers of Prologis, Inc. are:

In addition, our senior management team includes: Gary E. Anderson, chief executive officer, Europe and Asia, Michael S. Curless, chief investment officer, and Nancy J. Hemmenway, chief human resources officer.

Our compensation philosophy is founded on the principle of pay-for-performance and is structured to align the interests of our executives and our stockholders. We believe that our compensation structure promotes the appropriate balance between rewards and risks of strategic decision making and encourages executives to make long-term career commitments to us and to our stockholders. Generally, our compensation program employs common elements across our entire senior management team. Total direct compensation for members of senior management consists of annual base salary plus annual bonus and long-term equity incentive award opportunities. We set a “competitive reference point” for a target level of total direct compensation for each executive generally at the market median but target total direct compensation can deviate above or below the median based on the level of experience the executive has in the role, the executive’s demonstrated past performance, and the expected future contribution of the executive. Performance against company and individual goals and objectives determines how actual compensation earned compares to the target level. Additional opportunities are available through our outperformance compensation plans, under which additional compensation can be earned if the company meets certain extraordinary performance levels. We believe that this philosophy aligns the interests of management with the interests of our stockholders.

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We are the leading global owner, operator, and developer of industrial real estate, focused on global and regional markets across the Americas, Europe, and Asia. As of December 31, 2012, we owned or had investments in approximately 554 million square feet of properties and development projects in 21 countries.

In June 2011, we completed the largest merger in the REIT industry. We established five key strategic priorities at the outset of the merger to guide our path through the end of 2013 (our “10 Quarter Plan”). The priorities contained in our 10 Quarter Plan are as follows:

In support of these strategic priorities, we completed the following activities in 2012:

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Other accomplishments in 2012 include:

As noted above, our compensation philosophy is founded on the principle of pay-for-performance and is structured to align the interests of our executives and our stockholders. Specifically, our compensation philosophy is to:

We do not believe that any risks arising from the performance-based aspects of our compensation program are reasonably likely to have a material adverse effect on the company.

We monitor and evaluate our pay practices on a regular basis and strive for alignment of our pay practices with our stockholders’ interests for long-term value and growth.

During 2012, the compensation committee’s primary focus was on harmonizing the compensation programs of AMB and the Trust into a comprehensive compensation program that was representative of the larger combined company. In May 2012, a compensation competitive review was conducted for the named executive officers (other than Mr. Rakowich and Mr. Sullivan) and other members of the senior management team. As a result of the compensation review, the compensation committee made certain mid-year adjustments to total direct compensation (annual base salary, annual bonus opportunity, and annual long-term equity incentive award opportunity) to bring the compensation structures for the senior management team in line with similarly-situated executives of a peer group selected for review. This peer group is made up of the 10 largest equity REITs, determined by enterprise value.

Mr. Rakowich’s compensation for 2012 and the benefits he received upon his retirement were governed by his employment agreement, originally entered into when Mr. Rakowich was the chief executive officer of the Trust (the “2012 Agreement”). The 2012 Agreement was assumed by us under the merger agreement in order to secure Mr. Rakowich’s services during the integration of the two companies until his scheduled retirement at the end of 2012. The 2012 Agreement is described in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2012 table below.

The benefits received by Mr. Sullivan upon his retirement in May 2012 were triggered under the provisions of an executive protection agreement between the Trust and Mr. Sullivan (the “Sullivan EP Agreement”) as a result of the determination that the merger was a change in control as defined in the Sullivan EP Agreement. Mr. Sullivan’s agreement was assumed by us under the merger agreement.

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The primary components of our compensation program—annual base salary, annual bonus opportunity, annual long-term equity incentive award opportunity, outperformance compensation opportunities, and benefits (broad-based, senior level, and change in control)—are described below with respect to the purpose, payment terms, and criteria for the named executive officers, excluding Mr. Rakowich and Mr. Sullivan. The compensation of Mr. Rakowich and Mr. Sullivan is discussed below under “—2012 Compensation Decisions—Mr. Rakowich’s 2012 Compensation and Severance Arrangement” and “—2012 Compensation Decisions—Mr. Sullivan’s 2012 Compensation and Severance Arrangement.” The following summary should be read with, and is supplemented by, the more detailed discussion that follows in this Compensation Discussion and Analysis.

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We believe the compensation programs for our named executive officers, as outlined below, are reasonable and competitive with compensation programs provided to similarly situated officers at our peer companies. Specifically, we believe the annual bonus and long-term equity incentive awards granted to the named executive officers for 2012 are appropriate and commensurate with our 2012 financial and strategic performance, as well as the individual achievements of the named executive officers during the year. Further, we do not believe that our compensation program encourages our management team to take excessive risks in their business decisions and we believe that the annual long-term equity incentive award opportunities provided to our named executive officers are appropriate and awarded in a manner consistent with our philosophy of aligning our executives’ interests with those of our stockholders for long-term value and growth.

Highlights of our programs that support recognized corporate governance “best practices” and mitigate potential risks include:

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At our annual meeting in May 2012, we held advisory (non-binding) votes on our executive compensation for 2011 (the “Say-on-Pay vote”) and on the frequency for holding the Say-on-Pay vote (the “Say-on-Frequency vote”) as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). In the Say-on-Pay vote, our stockholders voted their approval of our 2011 executive compensation with approximately 94% of the voting power present in support. In the Say-on-Frequency vote, our stockholders expressed a preference for holding such Say-on-Pay votes annually. Accordingly, we are holding an advisory Say-on-Pay vote at our annual meeting in 2013.

Generally, our compensation program offers the same compensation structure to each member of our senior management team. Differentiation is achieved primarily by the size of the award opportunity rather than by the type of award. As employees become more senior and their responsibilities grow broader in scope, an increasingly greater portion of their total annual compensation is at risk in the form of variable and incentive pay components. In addition, a larger portion of total annual compensation is delivered to senior employees in the form of equity. Our compensation program also includes certain benefits (broad-based, senior level, and change in control). We do not maintain a post-retirement benefit plan for executives, but we do have a 401(k) Plan (including matching contributions from us up to certain levels) and deferred compensation plans.

Based on our overall philosophy, the target total direct compensation (the sum of annual base salary, annual bonus opportunity at target, and annual long-term equity incentive award opportunity at target) for named executive officers is generally set at the market median but can deviate above or below the median based on the level of experience the named executive officer has in the role, the named executive officer’s demonstrated past performance, and the expected future contribution of the named executive officer. The market median is based on a peer group comprised of the 10 largest equity REITs, determined by enterprise value. While Prologis’ size and breadth exceeds that of most of the companies in the peer group, this “competitive reference point” is set near the median level because our outperformance compensation plans provide additional compensation opportunities when the company meets certain extraordinary performance levels. We strongly believe that, by providing a pay-for-performance compensation program, we establish and maintain a performance and achievement-oriented environment throughout the organization that we believe attracts and retains exceptional talent.

Our executive compensation program is administered by the compensation committee of our board of directors. The compensation committee is responsible for, among other things, reviewing the performance of our named executive officers and determining their compensation. In determining compensation, the compensation committee:

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The compensation committee evaluates company and individual performance after the close of the calendar year against pre-established goals and objectives for that year. The compensation committee reviews and discusses Mr. Moghadam’s recommendations concerning compensation of the other named executive officers and certain other senior officers related to company and individual performance but Mr. Moghadam does not participate in or influence the decisions of the compensation committee with respect to his own compensation. Mr. Moghadam attended certain of the meetings of the compensation committee at which compensation matters were discussed but he was not in attendance when the compensation committee discussed his own compensation. The compensation recommendations and performance opinions of Mr. Moghadam were among the factors considered by the compensation committee in determining the compensation for the other named executive officers and certain other senior officers, but were not the sole factor in any compensation decisions. See also “— 2012 Compensation Decisions.”

The compensation committee considers the total compensation of the named executive officers for a particular calendar year to be the annual base salary paid in that calendar year and the annual bonus and long-term equity incentive award opportunities that are determined based on each named executive officer’s performance during that calendar year even though these awards are made by the compensation committee after the close of the calendar year. The total compensation for a named executive officer for a particular year, as considered by the compensation committee, is not necessarily the same total compensation amount that is presented in the Summary Compensation Table for that year because equity awards are included in the table based on the year in which they are granted and not for the year to which the named executive officer’s performance relates.

The compensation committee retains FW Cook as its independent compensation consultant. During its December 2012 meeting, the compensation committee considered the independence of FW Cook in light of the rules recently issued regarding compensation committee advisor independence as mandated under the Dodd-Frank Act. The compensation committee reviewed factors, facts, and circumstances regarding compensation consultant independence, including a letter from FW Cook addressing FW Cook’s and the consulting team’s independent status with respect to the following factors: (i) other services provided to us by FW Cook; (ii) fees we pay to FW Cook as a percentage of their total revenues; (iii) FW Cook’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship between FW Cook or members of the consulting team that serves the compensation committee with a member of the compensation committee; (v) any shares of our stock owned by FW Cook or members of the consulting team that serves the compensation committee; and (vi) any business or personal relationships between our executive officers and FW Cook or members of the consulting team that serves the compensation committee. After discussing these factors, facts, and circumstances, the compensation committee affirmed the independent status of FW Cook and concluded that there are no conflicts of interest with respect to FW Cook.

In May 2012, FW Cook conducted a competitive review of total direct compensation to assist the compensation committee in determining target total direct compensation for the senior management team, including the name executive officers. Target total direct compensation is the sum of annual base salary, annual bonus opportunity at target, and annual long-term equity incentive award opportunity at target. To assess the market competitiveness of our compensation levels, FW Cook collected the latest available compensation data from proxy statements and other SEC filings for similarly situated executives in each of the companies in a peer group comprised of the 10 largest equity REITs, determined by enterprise value. The 10 REITs included in the competitive review are: AvalonBay Communities, Inc., Boston Properties, Inc., Equity Residential, General Growth Properties, Inc., HCP, Inc., Host Hotels & Resorts, Inc., Public Storage, Inc., Simon Property Group, Inc., Ventas, Inc., and Vornado Realty Trust. The peer group against which the pay opportunities of our executives are compared is not the same peer group against which our relative performance is compared for purposes of our annual long-term equity incentive program and our Outperformance Plan (both described below). Since the size of competitive pay opportunities tends to be correlated with company size and complexity, the companies in the peer group used to evaluate the competitiveness of our pay levels were selected based on size and complexity, regardless of their global reach or their asset class.

Key findings from the competitive review were:

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Considering the competitive review along with our company business strategies, objectives, and financial condition, the compensation committee made adjustments to certain elements of target total direct compensation for each of the named executive officers. These adjustments are discussed below under “—2012 Compensation Decisions.”

In determining the final compensation payable to our named executive officers for 2012, the compensation committee evaluated all factors that it deemed relevant in light of our compensation philosophy discussed above, the criteria established for the annual bonus program and the annual long-term equity incentive program, and the recommendation of Mr. Moghadam for executives other than himself. Further, in exercising judgment with respect to the total compensation of each individual named executive officer, other additional significant factors were considered, including:

The compensation decisions with respect to the named executive officers’ compensation for 2012, as presented in the Summary Compensation Table, are discussed below. With respect to Mr. Rakowich, the 2012 Agreement specified his annual base salary, annual bonus opportunity, and annual long-term equity incentive award opportunity for 2012. Discussion of Mr. Rakowich’s compensation is presented separately below because only limited discretion could be applied by the compensation committee in making Mr. Rakowich’s compensation awards. Decisions with respect to components of Mr. Sullivan’s compensation prior to his retirement are discussed in the applicable sections below.

As part of the competitive review performed by FW Cook in May 2012 that was discussed above, the annual base salaries for 2012, as a component of total direct compensation, were reviewed. In keeping with the compensation committee’s overall philosophy to target total direct compensation generally at the market median with deviation above or below the median based on the level of experience the named executive officer has in the role, the named executive officer’s demonstrated past performance, and the expected future contribution of the named executive officer and in conjunction with the overall goal of harmonizing the compensation programs of AMB and the Trust, certain adjustments to annual base salaries were necessary for certain of the named executive officers (effective in July 2012). Annual base salaries in effect for the latter part of 2012 were as follows:

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The annual bonus opportunity for named executive officers is based on a percentage of annual base salary. The minimum, target, and maximum percentages for Mr. Moghadam are 0%/150%/300% and for Messrs. Olinger, Jaquier, Reilly, Nekritz, and Sullivan the percentages are 0%/125%/250%. These percentages did not change in 2012 but the dollar value of these opportunities did change to the extent annual base salary adjustments were made as discussed above.

The compensation committee approved the measurement of the company’s performance for 2012 on the following key performance measures and targets derived from the priorities included in our 2012 business plan. Our actual performance against these measures resulted in an overall company performance rating at the “above target” level.

(a) Core FFO per share and same-store NOI growth are non-GAAP earnings measures that we use in managing our business. We define these measures and provide reconciliations of these measures to GAAP measures in Item 7 of our Form 10-K for the year ended December 31, 2012.

(b) Non-financial goals established for the Private Capital group focused on solidifying relationships with fund partners and integration objectives with continued focus on fundraising and rationalization and streamlining of funds.

(c) Adjusted EBITDA is a non-GAAP earnings measure commonly used by us and other real estate companies. We provide a reconciliation of Adjusted EBITDA to GAAP net earnings in our supplemental earnings report for 2012 filed on Form 8-K February 6, 2013.

(d) PIRI is an internal risk assessment measurement used to monitor risks associated with our real estate assets, leverage levels, and foreign currency exposure. On the measurement scale, a lower PIRI score is preferred.

(e) This non financial goal was established based on the budgeted schedule for completion, costs, and benefits associated with delivery of our new enterprise wide system and regional reporting tools.

(f) Score is adjusted to reflect the co-investment venture in Europe that is expected to close in early 2013 as if it had closed in 2012 when the definitive agreement was executed. This adjustment was made to appropriately match the efforts of our teams in calendar year 2012 with their compensation for 2012. This transaction will be excluded when evaluating 2013 performance goals and objectives.

Based upon the achievement of these goals, Mr. Moghadam recommended to the compensation committee, and the compensation committee approved, a corporate performance rating of “above target.” The corporate performance rating was used to calculate the corporate performance portion of the named executive officers’ bonus award based on the pre-established weighting for company performance for each officer (80% for Mr. Moghadam and 60% for Messrs. Olinger, Jaquier, Reilly, and Nekritz). The company-wide bonus pool for 2012 was determined by aggregating the target levels for all eligible employees and adjusting this total upwards to reflect the “above target” corporate performance for the year. This adjustment resulted in the funding of the company-wide bonus pool of 131% of the overall target amount. The amount of the bonus pool awarded to the named executive officers, excluding Mr. Rakowich and Mr. Sullivan, was $4,721,094 or 9.2% of the total bonus pool. Mr. Sullivan received a bonus for 2012 as provided under the Sullivan EP Agreement. The bonus was awarded at target and was prorated through May 11, 2012, the date of his retirement. See the discussion of Mr. Rakowich’s compensation below under “—Mr. Rakowich’s 2012 Compensation and Severance Arrangement.”

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The individual performance component of the annual bonus award was determined by considering the individual achievements of each of the named executive officers and the pre-established weighting for individual performance for each officer (20% for Mr. Moghadam and 40% for Messrs. Olinger, Jaquier, Reilly, and Nekritz). Individual performance is also used on a limited basis in determining the annual awards under the long-term equity incentive program discussed below.

Mr. Moghadam provided assessments of the named executive officers’ performance and achievements, other than himself, that were reviewed and accepted by the compensation committee. The compensation committee conducted the assessment of Mr. Moghadam’s performance. The specific achievements considered as part of these assessments were:

After assessing the overall performance of the company, the individual performances of the named executive officers, and the respective weighting between company and individual performance, the compensation committee determined the final bonus awards for 2012 performance to be as follows:

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Mr. Sullivan received a pro-rated bonus at target upon retirement under terms of the Sullivan EP Agreement discussed below under “—Mr. Sullivan’s 2012 Compensation and Severance Arrangement” and Mr. Rakowich’s bonus award is discussed below under “— Mr. Rakowich’s 2012 Compensation and Severance Arrangement.”

Bonus Exchange.    Under the bonus exchange that is available to all of our officers, the named executive officers may elect to receive all or a portion of their annual bonus for the 2012 performance year (paid in February 2013) in restricted stock units. Restricted stock units awarded as a result of the exchange are valued at 125% of the cash bonus exchanged and have a three-year vesting period (40%, 40%, 20%).

Mr. Moghadam elected to exchange his entire bonus of $1,605,000 for restricted stock units and received units valued at $2,006,226 (which includes a premium of 125% or $401,226) and no cash payment. Mr. Nekritz elected to exchange half of his $890,625 bonus for restricted stock units and received units valued at $556,629 (which includes a premium of 125% or $111,316) and a cash payment of $445,313. While this program may result in additional compensation for those who elect to participate, the restricted stock units are subject to a three-year vesting period. Accordingly, the bonus exchange serves to further align the interests of our management with the interests of our stockholders while also providing retention incentives.

As required under SEC rules, the presentation of stock awards for 2012 in the Summary Compensation Table below reflects the annual long-term equity incentive awards that were granted in 2012, even though these awards were based on 2011 performance. In contrast, the annual bonus awards presented for 2012 in the Summary Compensation Table are based on 2012 performance. In making its compensation decisions, our compensation committee focuses on the performance year and, therefore, considers the total direct compensation of the named executive officer for 2012 to be the annual base salary paid in 2012, the annual bonus award for 2012 performance that was awarded in 2013, and the annual long-term equity incentive award for 2012 performance that was granted in February 2013. This compensation figure is not what is reflected for 2012 in the Summary Compensation Table. The discussion below addresses the annual long-term equity awards granted in 2012 for 2011 performance which is relevant to the amounts reported in the accompanying tables for 2012. The annual long-term equity incentive awards granted in 2013 for 2012 performance (which will be reported in the various tables in next year’s proxy statement) are also addressed below because they are relevant in understanding the compensation committee’s perspective of total compensation.

Awards Granted in 2012 for 2011 Performance.    In assessing the compensation programs and performance for 2011 in light of the merger that was completed in June 2011, the compensation committee recognized that the methodologies of AMB and the Trust differed with respect to annual long-term equity incentive awards. Further, the compensation committee believed that, although the peer group companies originally identified by AMB at the beginning of 2011 did include complex publicly traded companies, when taken as a whole, the new combined company’s size, breadth, business complexity, and geographic reach were substantially greater than that of the companies making up this peer group. Accordingly, for measurement of the new company’s relative performance in 2011, the compensation committee identified an industrial peer group comprised of the following companies: Global Logistic Properties, Goodman Group, Segro plc, East Group Properties, Inc., First Industrial Realty Trust, Inc., DCT Industrial Trust, and Duke Realty Corporation. This industrial peer group includes companies that focus on industrial real estate and includes our key competitors, regardless of size. This industrial peer group is different from the peer group used to assess the competitiveness of our executive pay opportunities in the competitive review performed by FW Cook. The peer group in the competitive review includes REITs in a variety of asset classes, not just industrial REITs, which were included based on their size and complexity as compared to us because competitive pay levels tend to be more correlated to company size than to any particular asset class.

In making its determinations in February 2012 for the 2011 performance year, the compensation committee utilized this industrial peer group and compared our one-year TSR with the group’s weighted-average one-year TSR (weighted based on market capitalization). The compensation committee used one-year performance rather than three-year performance to adequately focus on performance of the combined company rather than on historic performance of the two companies. Over the next two years, the compensation committee intends to transition back to measuring three-year historic performance, as the new company gains a longer performance history. For 2011, our TSR outperformed the industrial peer group by over 300 basis points. Considering the TSR performance, our 2011 financial and qualitative performance measures utilized to determine the annual bonus awards, and the need for consistent treatment of the two employee pools, the compensation committee accepted the recommendations of

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Mr. Moghadam and Mr. Rakowich and set the annual long-term equity incentive award pool at 125% of the target pool. The compensation committee then made specific awards to Mr. Moghadam at 160% of target and to Messrs. Olinger, Jaquier, Reilly, and Nekritz at 125% of target. Mr. Moghadam’s award was at the maximum level to reflect his strong leadership of the company in negotiating and closing the merger and throughout the last half of the year in integrating the two companies. The annual long-term equity incentive awards granted in February 2012 for performance in 2011 were as follows:

All equity awards granted in 2012 were in the form of restricted stock units that can be earned ratably over a three-year vesting period based on continued service. Mr. Sullivan vested in his entire award upon his retirement in May 2012 based on the terms of the Sullivan EP Agreement, which is discussed below under “—Mr. Sullivan’s 2012 Compensation and Severance Arrangement.” Mr. Rakowich’s long-term equity incentive award granted in 2012 is discussed under “—Mr. Rakowich’s Compensation and Severance Arrangement.”

The compensation committee decided to grant restricted stock units as opposed to stock options because, due to our status as a REIT, restricted stock units are more aligned with total stockholder return as a result of the high proportion of stockholder value created through the dividend that REITs are required to pay. Restricted stock units allow the holder to share in total stockholder return, both through stock price appreciation and dividends, and are directly aligned with stockholders because they have both upside opportunity, as well as downside risk. Further, restricted stock units can have a stronger retention incentive because they continue to have some value even if the stock price declines after the grant date.

Awards Granted in 2013 for 2012 Performance.    As part of the competitive review performed by FW Cook in May 2012, the target levels of the annual long-term equity incentive awards, as a component of total direct compensation, were reviewed (see discussion above). In keeping with the compensation committee’s overall philosophy to target total direct compensation generally at the market median with deviations above or below the median based on the level of experience the named executive officer has in the role, the named executive officer’s demonstrated past performance, and the expected future contribution of the named executive officer, certain adjustments to the target levels of the annual long-term equity incentive awards were necessary for certain of the named executive officers. These targets were effective for awards for 2012 performance that were granted in 2013. In addition, the compensation committee reduced the range of potential awards that could be earned to 50% to 150% of the target level (previously this range was 60% to 160% of the target level).

The compensation committee initially approved a one-year TSR comparison for the 2012 performance year to be based on the same hurdles and same industrial peer group that were used in awarding the annual long-term equity incentive awards for 2011 performance. The compensation committee re-evaluated the process previously identified for the 2012 performance year in the process of launching a new comprehensive program that harmonized the two compensation programs and incorporated the results of FW Cook’s May 2012 comprehensive review. Rather than only tracking performance against the industrial peer group identified in 2011, the compensation committee also evaluated our performance against the: (i) domestic peers in the group, (ii) the global peers in the group, and (iii) the MSCI US REIT Index. The additional hurdles were added to provide a more balanced, comprehensive evaluation of relative performance given that our operations are truly global as opposed to several companies in the industrial peer group that operate either primarily in the U.S. or primarily in countries outside the U.S. Further, the compensation committee believes that having several hurdles for comparison is appropriate for the 2012 performance year given that our TSR is based on only one year, the one full year performance of the combined company since the merger occurred. The compensation committee intends to transition to a three-year performance measure, as the combined company gains a longer performance history, which will be less sensitive to short-term movements in the market.

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In its discussions in December 2012 and February 2013, the compensation committee reviewed the actual performance for the year with respect to the industrial peer group as a whole (and also against only the domestic companies in this peer group and against only the international companies in this peer group) and to the MSCI US REIT Index. For 2012, the relevant TSR measures were:

Our strong performance in 2012, as evidenced by our 32% absolute TSR, exceeded the domestic companies in the industrial peer group as well as the broader MSCI US REIT Index. However, due to the strong performance of the international companies in the industrial peer group, our TSR did not exceed the performance of those companies nor did it exceed the average performance of the industrial peer group. Considering that we exceeded some hurdles but not others, the compensation committee determined that the pool for the annual long-term equity incentive awards for 2012 performance should be set at 100% of the target pool.

In making the awards for 2012 performance for the named executive officers, the compensation committee also considered certain factors related to the individual performance for 2012 (as discussed above under “—Annual Bonus Opportunity”). Awards for the 2012 performance year (granted in February 2013) for the named executive officers are as follows:

All equity awards granted in 2013 were in the form of restricted stock units that can be earned ratably over a three-year vesting period based on continued service. The awards made in 2013 for 2012 performance are not included in the Summary Compensation Table for Fiscal Year 2012 below.

The compensation committee implemented two new outperformance compensation plans in 2012, the Outperformance Plan and the Private Capital Plan. In adopting and implementing these two new plans, the compensation committee intended to further incentivize the management team as a whole to drive the growth of the combined company in the face of the increased challenges of operating a larger and more diverse enterprise. Adoption of these two new plans was part of the process of harmonizing the compensation programs of AMB and the Trust. In previous years, AMB and the Trust had each generally targeted total direct compensation opportunities above market median levels. Going forward, the compensation committee has targeted total direct compensation opportunities for our “core” compensation programs (annual base salary, annual bonus opportunity, and annual long-term equity incentive award opportunity) at the market median with deviations above or below based on experience, past performance, and expected future contribution of the individual executive. By adding the outperformance compensation plans, the compensation committee has provided an opportunity to reward employees if the company meets certain extraordinary performance levels. Further, these new performance plans provide participants with the opportunity to earn additional compensation contingent upon such extraordinary company performance in a more effective and direct manner than was previously provided through stock options, which are no longer offered.

Outperformance Plan.    The Outperformance Plan rewards relative outperformance by linking compensation to the long-term total return to our stockholders relative to other REITs. Awards will be paid under this plan to the extent our compound, annualized TSR exceeds a benchmark TSR (as measured by the MSCI US REIT Index) by more than 100 basis points over a three-year performance period. In arriving at the compound, annualized TSR, dividends are assumed to be reinvested on a daily basis and the total return for the three-year period is reflected as

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an annual return measure as opposed to a measure of cumulative growth over the three-year period. The Outperformance Plan is designed to reward extraordinary performance. There can be no assurances that the company’s performance at the end of an applicable performance period will result in any payment under the Outperformance Plan. Even with reasonably strong company performance, there may be no payout under this plan. The difficulty in achieving any payout under the Outperformance Plan is demonstrated through initial Monte Carlo simulations reviewed by the compensation committee at the time the plan was adopted that resulted in no payout in 65% of the scenarios modeled.

Under the Outperformance Plan, participants are allocated a portion of a potential compensation pool to be determined based on the company’s compound, annualized TSR over a three-year period. The compensation pool will only be funded if the company’s compound, annualized TSR for the performance period exceeds the MSCI US REIT Index for the same period plus 100 basis points. If this outperformance hurdle is met, the compensation pool will be equal to 3% of the value created in excess of the hurdle, subject to a maximum pool value equal to the greater of $75 million or 0.5% of the company’s equity market capitalization at the start of the performance period. Further, the compensation pool cannot be paid out unless our absolute TSR is positive for the entire performance period. If a pool funds because our relative TSR exceeds the hurdle but our absolute TSR is not positive for the entire performance period, the payment of awards will be delayed, or not made at all, unless our absolute TSR becomes positive within seven years from the end of the performance period (ten years from the start of the performance period). To determine if the payment will be made, we will continue to measure our absolute TSR at the end of each quarter following the end of the performance period with such measurement starting at the beginning of the applicable performance period and ending as of the applicable quarterly period. No payment will be made if our absolute TSR does not become positive by the end of this seven-year period. If our absolute TSR does become positive during this seven-year period, all participants at the end of the original performance period will receive their awards, regardless of whether they are still employed by us when the awards are paid.

For the initial performance period which began on January 1, 2012 and will end on December 31, 2014, there were 87 participants, including the named executive officers and other senior officers. Participants are allocated a certain number of participant points. The total compensation pool applicable to the initial performance period was originally represented by 10,000 participation points. The actual awards for the performance period, if any, will be determined by multiplying the total compensation pool by a fraction of which the numerator is the number of participation points held by a participant and the denominator is the total number of participation points held by all participants on the last day of the performance period. Awards can be paid in either cash or equity (with no vesting requirement). The compensation committee has determined that the awards for the performance period that began on January 1, 2012 will be paid in cash. Awards are required to be paid to participants within 75 days of the end of the performance period or applicable quarter in which our absolute TSR becomes positive.

The compensation committee allocated 1,500 participation points to Mr. Moghadam and 600 participation points each to Messrs. Olinger, Jaquier, Reilly, and Nekritz. In allocating participation points to the named executive officers, the compensation committee took into consideration external market data concerning the typical ratio of chief executive officer compensation to that of other named executive officers. In addition, the committee reviewed similar outperformance plans among REITs to understand the proportion of the total opportunity allocated to the named executive officers in these plans. The compensation committee considered our organizational structure and allocated our individual named executive officers a smaller percentage of the total participation points than was typical among outperformance plans of other REITs. The compensation committee’s decision was based on the broader scope of our Outperformance Plan which includes a larger group of participants than was generally observed in the other REITs’ plans.

Private Capital Plan.    The Private Capital Plan rewards our absolute outperformance by linking compensation to incentive fees or promotes realized by us with respect to real estate funds, venture funds, and joint ventures managed by our Private Capital group. Incentive fees or promotes are generally earned only if returns to our investors in the fund or venture exceed negotiated hurdle rates based on performance of the fund or venture’s real estate investment portfolio. The bonus award pool under this plan will be equal to 40% of any such incentive fees or promotes actually received by us.

This plan initially had 95 eligible participants, including the named executive officers and other senior officers, as well as other key contributors from our regional real estate, private capital, and corporate staff teams. Individual awards under this plan are capped and cannot exceed the participants’ compensation (excluding awards under these two outperformance compensation plans) for the two most recent completed years. The participants are eligible to

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receive a bonus for a particular fund or venture equal to the number of points held by them multiplied by the value of each point. The value of a participation point is an amount equal to (x) the bonus award pool for the applicable fund or venture divided by (y) the aggregate number of points that may be issued with respect to the fund or venture. If no incentive fees are paid to us during the plan year, no bonus will be paid to participants with respect to that fund or venture. For 2012, no incentive fees were received so no bonuses were earned by the participants. Future bonuses, if any, will be paid 50% in cash and 50% in equity, either restricted stock awards or restricted stock units, with a three-year vesting period.

The compensation committee granted 10,000 participant points for each of our funds or ventures, representing an allocation of the fund or venture’s bonus award pool. The compensation committee allocated 1,500 participation points to Mr. Moghadam and 600 participation points each to Messrs. Olinger, Jaquier, Reilly, and Nekritz with respect to each of our funds or ventures utilizing similar rationale as with the awards of participation points made for the Outperformance Plan and discussed above.

Mr. Rakowich was previously the chief executive officer of the Trust and joined us as co-chief executive officer effective with the closing of the merger in June 2011. Mr. Rakowich had an employment agreement with the Trust that was entered into in November 2008 when he became the Trust’s chief executive officer and was effective until December 31, 2011 (the “2011 Agreement”). On January 30, 2011, Mr. Rakowich entered into a new agreement that would become effective on January 1, 2012 provided that the merger was completed and that he was still employed on that date (the “2012 Agreement”). Under the terms of the 2012 Agreement, Mr. Rakowich waived any right that he would have had to terminate employment with the Trust and receive payments and benefits under the terms of the 2011 Agreement solely because his role with the new combined company would change to that of co-chief executive officer. Mr. Rakowich further agreed that he would retire when the 2012 Agreement’s term expired on December 31, 2012.

Our board believed that Mr. Rakowich’s continued employment with us after the merger was vital for the successful integration of the two companies and the strategic positioning of the new combined company. Given the desire to have Mr. Rakowich join the new company as co-chief executive officer through the integration period, we agreed to assume the 2011 Agreement and Mr. Rakowich was paid under the terms of that agreement for the remainder of 2011. Under the merger agreement, we also assumed the 2012 Agreement that provided for, among other things, Mr. Rakowich’s retirement at the end of 2012 and his waiver of certain rights concerning his employment. Accordingly, Mr. Rakowich became our co-chief executive officer in June 2011, primarily responsible for integration of the real estate portfolios, as well as operations, dispositions, capital deployment, and risk management.

Mr. Rakowich’s compensation for 2012 was set forth in the 2012 Agreement and included an annual base salary of $1,000,000, an annual bonus opportunity with a target amount of $1,500,000 (set at 150% of his annual base salary), and an annual long-term equity incentive award opportunity with a target of $4,800,000 (this award was to be made in February 2013 for 2012 performance and would be vested at the time of the grant). The compensation committee elected to pay this 2012 incentive award (granted in February 2013) in cash rather than in equity to preserve shares available for future grants under our long-term incentive plan. The annual cash bonus and the annual long-term equity incentive award received by Mr. Rakowich for 2012 performance were both paid at 100% of target and did not reflect any uplift as a result of company or individual performance.

Because the annual long-term equity incentive award for performance in 2012 (granted in February 2013) was paid in cash it is classified for purposes of the following compensation tables as a “non-equity incentive plan award.” Non-equity incentive plan awards are presented in the Summary Compensation Table based on the performance year and not the year in which the award was granted, which is how an equity incentive award is presented. Therefore, Mr. Rakowich’s compensation for 2012 in the Summary Compensation Table includes both the annual long-term equity incentive award he received for 2011 performance ($7.5 million in column (e)) that was granted in February 2012 and the annual long-term equity incentive plan award he received for 2012 performance ($4.8 million in column (g)) that was granted in cash in February 2013. Mr. Rakowich’s compensation for 2012, as presented in the Summary Compensation Table, also includes a severance payment of $6,000,000, a payment of accrued vacation benefits of $79,880, and estimated health and welfare benefits of $54,765, representing a lump sum payment of $12,000 and the estimated cost of health benefit coverage for a period of 24 months after his retirement.

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In addition to the severance payments discussed above, the 2012 Agreement provided that all of Mr. Rakowich’s outstanding unvested equity awards were vested as of his retirement. The 2012 Agreement also provided for immediate vesting of the incentive award to be granted in 2013 for 2012 performance.

Mr. Sullivan was previously the chief financial officer of the Trust and joined us in that position effective with the closing of the merger in June 2011. Our board believed that Mr. Sullivan’s continued employment with us after the merger was important for the successful integration of the two companies and the completion of certain financial initiatives to be undertaken after the merger was completed. Consistent with the merger agreement, Mr. Sullivan agreed to retire prior to the end of 2012 and he did retire effective May 11, 2012. Under the terms of the Sullivan EP Agreement and a letter agreement with the Trust entered into at the time of the merger, Mr. Sullivan received severance benefits as provided under the change in control provisions of the Sullivan EP Agreement upon his retirement. As such, Mr. Sullivan’s compensation for 2012, as presented in the Summary Compensation Table, includes a cash severance payment of $2,475,000 (two times his combined annual base salary and annual target bonus opportunity) and a payment of accrued vacation benefits of $43,934. In addition, the Sullivan EP Agreement provided for the acceleration of vesting of all of Mr. Sullivan’s outstanding unvested awards and continuation of certain health and welfare benefits for 24 months (estimated value of these benefits is $121,176, of which $54,464 was paid to Mr. Sullivan in 2012). The Sullivan EP Agreement also provided that he would receive his annual base salary and annual bonus on a prorated basis for 2012. The prorated annual cash bonus received by Mr. Sullivan for 2012 performance through his retirement was paid at target and did not reflect any uplift in the funding levels as a result of company or individual performance. Mr. Sullivan’s 2012 annual base salary and target bonus opportunity were the same as 2011 amounts.

We do not believe that our compensation policies and practices encourage our named executive officers or any of our other employees to take inappropriate or excessive risks. Our compensation committee and audit committee monitor our risk management objectives to ensure that our compensation policies and practices do not materially increase our risk profile with respect to incentivizing our employees, and meet to discuss such objectives. In addition, elements in our compensation program serve to mitigate excessive risk taking—for example, our recoupment policy and our stock ownership guidelines.

Our management provides a quarterly report to the board regarding how the company is performing compared to our business plan and performance measure objectives. Furthermore, we believe that the reviews and other processes performed by our board and the internal management controls we have in place, which include a series of checks and balances with respect to the commitment of capital, further ensure that excessive risks are not undertaken.

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Impact of 2012 Non-binding Advisory Say-on-Pay Vote.    At our annual meeting in May 2012, our stockholders approved our 2011 executive compensation with 94% of the voting power present in favor of our proposal. The compensation committee believes that the stockholder vote confirms our compensation philosophy and objective of linking our executive compensation with our company performance to enhance stockholder value and, as part of our ongoing investor outreach, we have had discussions with our stockholders and responded to all stockholder inquiries that relate to our compensation programs. While the stockholders have expressed strong approval of our compensation program, our compensation committee believes that it should continually evaluate our philosophy and programs to ensure that the interests of our senior management and our stockholders are aligned and that the compensation program continues to be effective in meeting its incentive, motivation, and retention objectives.

Equity Grant Policy.    Under our annual long-term equity incentive program, we generally grant awards in the first quarter of the year after the performance review for the previous year has been completed. We may also make equity awards when an employee begins employment with us or when an employee is promoted to the officer level. Awards for 2012 were in the form of restricted stock units and employees do not have the ability to choose the form of their awards. We discontinued the practice of awarding stock options in February 2011. We do not time the release of material non-public information based on equity grant dates. Our named executive officers and certain other officers can elect to exchange a portion of their annual bonus for restricted stock units to be awarded as of the same day the bonus is awarded.

Equity awards must be approved by the compensation committee. The committee has delegated authority to Mr. Moghadam to approve equity awards in certain limited situations, generally done with respect to awards for new hires or newly promoted employees. Mr. Moghadam may not approve equity awards to himself or other named executive officers. All awards are administered by the Human Resources group and the Stock Plan Administration group (which is part of our Legal department) who review the terms and the timing of awards made by the compensation committee to ensure that they are in accordance with the terms of our equity compensation plans and with our compensation policies.

Impact of Accounting and Tax Treatment.    In designing our executive compensation program, we consider the tax treatment of compensation paid to our executive officers, including annual bonuses and long-term equity incentive awards, while also seeking to appropriately reward our executives for their performance. Section 162(m) of the Internal Revenue Code limits the tax deduction for compensation paid to the chief executive officer and any of the three most highly compensated executive officers, other than the chief financial officer, employed by publicly held corporations at fiscal year-end to $1.0 million per year, subject to certain performance, disclosure and stockholder requirements. Grants of stock options are intended to qualify as performance-based compensation, which is not subject to the Section 162(m) deduction limitation. The compensation committee presently intends that, so long as it is consistent with our overall compensation objectives, to the extent reasonable, all executive compensation will be deductible for federal income tax purposes. The compensation committee, however, may design programs that recognize a full range of performance criteria important to our success, even where compensation payable under such programs may not be deductible. Because we intend to qualify as a REIT under the Internal Revenue Code, we generally distribute at least 100% of our net taxable income each year and, therefore, do not pay U.S. federal income tax. As a result, and based on the level of cash compensation paid to our executive officers, the possible loss of a federal tax deduction would not be expected to have a material impact on us.

In addition, we have also structured our executive compensation program with the intention that it complies with Section 409A of the Internal Revenue Code, which may impose additional taxes on our named executive officers and other employees for certain compensatory arrangements that provide for the payment of deferred compensation that is not either exempt from or in compliance with Section 409A.

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Accounting considerations also play a role in the design of our executive compensation program, in particular, Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 718, Stock Compensation, or ASC Topic 718. Currently, we expense base salaries paid in the year they are earned and we expense the annual bonus awarded in cash in the year they are earned. In accordance with ASC Topic 718, we expense the value of equity awards granted, including those granted as part of the annual bonus exchange, over the vesting period of such grants.

COMPENSATION COMMITTEE REPORT

We, the members of the compensation committee of the board of directors of Prologis, Inc., have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the company and, based on such review and discussion, have recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference from this proxy statement, the company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Compensation Committee:

George L. Fotiades (Chair)

Carl B. Webb

William D. Zollars

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SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2012*