UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2013
PROLOGIS, INC.
(Exact name of registrant as specified in charter)
| Maryland | 1-13545 | 94-3281941 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of Principal Executive Offices, including Zip Code)
(415) 394-9000
(Registrant’s Telephone Number, including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of the Company held on May 2, 2013, the Company’s stockholders approved by requisite vote the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 15, 2013.
| 1. | Elect ten directors to the Company’s board of directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. |
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||||
| Hamid R. Moghadam |
388,401,993 | 2,587,044 | 17,120,989 | 13,321,898 | ||||||||||||||
| George L. Fotiades |
399,532,609 | 8,414,424 | 162,993 | 13,321,898 | ||||||||||||||
| Christine N. Garvey |
406,331,708 | 1,619,249 | 159,069 | 13,321,898 | ||||||||||||||
| Lydia H. Kennard |
383,844,215 | 24,074,074 | 191,737 | 13,321,898 | ||||||||||||||
| J. Michael Losh |
331,543,123 | 76,405,335 | 161,568 | 13,321,898 | ||||||||||||||
| Irving F. Lyons III |
406,547,714 | 1,400,790 | 161,522 | 13,321,898 | ||||||||||||||
| Jeffrey L. Skelton |
405,411,590 | 2,535,594 | 162,842 | 13,321,898 | ||||||||||||||
| D. Michael Steuert |
406,649,585 | 1,299,285 | 161,156 | 13,321,898 | ||||||||||||||
| Carl B. Webb |
399,944,640 | 8,003,394 | 161,992 | 13,321,898 | ||||||||||||||
| William D. Zollars |
399,847,571 | 8,076,052 | 186,403 | 13,321,898 | ||||||||||||||
| 2. | Advisory vote to approve the Company’s executive compensation for 2012. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 241,212,172 |
154,225,562 | 12,672,292 | 13,321,898 |
| 3. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2013. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 421,018,255 |
178,899 | 234,770 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||||||
| Date: May 3, 2013 | By: | /s/ Edward S. Nekritz | ||||
| Name: | Edward S. Nekritz | |||||
| Title: | Chief Legal Officer, General Counsel and Secretary | |||||