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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 14, 2014

Dear Stockholder:

You are cordially invited to attend the 2014 annual meeting of stockholders of Prologis, Inc. which will be held on May 1, 2014 at 1:30 p.m., Pacific time, at our 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 2014 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 through the Internet instead of delivery of printed materials by mail. We believe that electronic delivery expedites 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 19, 2014, we intend to distribute to our stockholders:

On the mailing date, all stockholders and beneficial owners will have the ability to access all of the proxy materials on the Internet at www.proxyvote.com or http://ir.prologis.com/annuals.cfm.

We encourage you to read our 2013 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 14, 2014.

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NOTICE OF 2014 ANNUAL MEETING

OF STOCKHOLDERS

1:30 p.m., May 1, 2014

Prologis Corporate Headquarters

Pier 1, Bay 1

San Francisco, California 94111

March 14, 2014

To our Stockholders:

The 2014 annual meeting of stockholders of Prologis, Inc. will be held at our corporate headquarters at Pier 1, Bay 1, San Francisco, California 94111 on May 1, 2014 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 10, 2014 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 the 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 19, 2014, we intend to distribute to our stockholders:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 1, 2014.

Proxy materials, including the 2014 Proxy Statement and the 2013 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

2014 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 of Prologis, Inc., also referred to as the “board,” is soliciting proxies to be voted at the 2014 annual meeting of stockholders and at any adjournment(s) or postponement(s) thereof. The annual meeting of stockholders will be held on May 1, 2014 at Prologis’ 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 the proxy materials to each stockholder of record or beneficial owner, we are now furnishing proxy materials (our 2014 Proxy Statement and our 2013 Annual Report to Stockholders, which includes our Annual Report on Form 10-K) to many of our stockholders by providing access to such documents through the Internet. Stockholders will receive printed copies of the proxy materials if they have elected this form of delivery or they are participants in the Prologis 401(k) Savings Plan (“401(k) Plan”). Printed copies of the proxy materials 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 19, 2014, the Notice of Annual Meeting and Internet Availability of Proxy Materials (“Notice of Internet Availability”) will be distributed to many of our stockholders in lieu of mailing the printed proxy materials. The Notice of Internet Availability instructs 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. Also on or about March 19, 2014, printed proxy materials, including our 2014 Proxy Statement and our Annual Report on Form 10-K for 2013, will be mailed to all other stockholders, as requested or required. On the mailing date, all stockholders and beneficial owners will have the ability to access all of the proxy materials on the Internet at www.proxyvote.com or http://ir.prologis.com/annuals.cfm.

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 electronically by e-mail saves some of the costs associated with printing and delivering the materials and reduces the environmental impact of our annual meetings. An election to receive proxy materials electronically 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 by telephone, through the Internet, or by completing, signing, dating, and returning the 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. Any proxy may be revoked in the manner described below at any time prior to its exercise at the annual meeting. Stockholders must bring proof of current ownership of our common stock to be admitted to and attend the 2014 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 at the annual meeting. 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 the company’s executive compensation for 2013; and

Proposal 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2014.

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 this 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. If you provide specific voting instructions, your shares will be voted as you have instructed.

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 postage-paid envelope that is included. If you provide specific voting instructions, your shares will be voted as you have instructed.

The telephone and Internet proxy voting facilities for stockholders of record will close at 11:59 p.m., Eastern time, on April 30, 2014, 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 from your broker, bank, trustee, or nominee.

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

The telephone and Internet 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, bank, trustee, or nominee 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 2013 (Proposal 2).

If you hold shares in your 401(k) Plan account and do not provide the trustee of the 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 the proxy materials, including an electronic copy of our 2013 Annual Report to Stockholders, 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 2015 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 2015 proxy statement for our 2015 annual meeting, it must be received at our principal executive offices (Pier l, Bay l, San Francisco, California 94111) no later than November 14, 2014. 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.

If, however, the date of the 2015 annual meeting is advanced or delayed by more than 30 days from May 1, 2015, we must receive notice a reasonable time before we begin to print and distribute our proxy materials.

Deadline for Submitting Stockholder Proposals or Director Nominations not to be Included in our 2015 Proxy Statement.    If you intend to present a proposal or nomination for director at our 2015 annual meeting, but you do not intend to have it included in our 2015 proxy statement, the notice of proposal or nomination 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 1, 2015 and January 31, 2015.

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If, however, the date of the 2015 annual meeting is advanced or delayed by more than 30 days from May 1, 2015, we must receive the notice of proposal or nomination not more than 120 days prior to the date of the 2015 annual meeting and not less 90 days prior to the date of the 2015 annual meeting.

If less than 100 hundred days’ notice or prior public disclosure of the date of the 2015 annual meeting (which was advanced or delayed by more than 30 days from May 1, 2015) is given or made to stockholders, the deadline to receive the notice of proposal or nomination is the close of business on the 10th day following the day on which notice of the 2015 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 the Board Governance and Nomination section under “Board of Directors and Committees” 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, free of charge, upon written request to Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111.

The date of this proxy statement is March 14, 2014.

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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 2015 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 2013:    At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2013 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 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.

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 2014.

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 2014. 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 2014 annual meeting of stockholders to hold office until the 2015 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 2014 annual meeting, all proposed by the board, are listed below with brief biographies. 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.

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—Security Ownership.” Certain of the nominees previously served on the board of trustees of ProLogis, which we refer to as the “Trust.” In June 2011, AMB Property Corporation (“AMB”) and the Trust completed a merger transaction and, effective with the merger, our name was changed from AMB to Prologis, Inc.

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

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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, we have been noted for our strong corporate governance by Green Street Advisors, an independent research firm focusing on real estate investment trusts (“REITs”). Green Street Advisors has consistently ranked us as the top REIT in the area of corporate governance in its published rankings over the last decade, including their rankings published in May 2013.

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 (“Sarbanes-Oxley”) 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, board governance and nomination, and compensation 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, serves as chairman of the board and Mr. Lyons serves as our lead independent director. As lead independent director, Mr. Lyons has a leadership role in the board with respect to the decision-making process. Additionally, with all of our directors other than Mr. Moghadam being independent, the directors provide a balance of perspectives and the appropriate level of independent oversight of the company. We believe that a structure that combines the roles of chief executive officer and chairman, along with an independent lead director, independent chairs for each of the board committees, and independent non-employee directors, 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 our 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 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 risk assessments and recommendations. The audit committee focuses on oversight of financial risks relating to the company, the board governance and nomination committee focuses on reputational and corporate governance risks relating to the company, and the compensation committee focuses on risks relating to remuneration of our officers and employees. The committees advise the full board of their risk oversight activities. In addition, the audit committee and our full board regularly hold discussions with our risk management group and other members of

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management regarding the risks that may affect the company, including those risks identified by an internal risk assessment tool that management uses to monitor risks, primarily risks associated with real estate assets, leverage levels, foreign currency exposure, and other external factors.

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, accountability, judgment, maturity, 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 the nominee’s ability to contribute 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 the candidates’ race, gender, geographical diversity, and diversity in experience, professional background, areas of expertise, and industries. We believe that the diverse constituency and experience of our 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 that 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, including concerns about the company’s accounting, internal accounting controls, or auditing matters. Employees may contact the ethics committee by e-mail, in writing, by web-based report, 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 executive and senior management teams), 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. The board held four meetings in 2013, including telephonic meetings, and all of the directors attended 75% or more of the aggregate number of board and applicable committee meetings during 2013 for the periods that they served. Each director standing for election in 2014 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 2014 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 must make a determination whether such simultaneous service impairs 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 determined that it does not.

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

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. Skelton assumed the position of chair of the executive committee effective February 27, 2013 upon retirement of a former board member.

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 our 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 eight meetings of the audit committee in 2013.

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

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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 and our governance guidelines on an annual basis. There were two meetings of this committee in 2013. The board governance and 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 compensation 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 compensation plans, and adopting, administering, and making awards under annual and long-term incentive compensation and equity-based compensation 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, including the Compensation Committee Report in the proxy statement; (viii) reviewing and discussing with management the Compensation Discussion and Analysis included in the proxy statement and determining whether to recommend its inclusion to the board; (ix) participating in succession planning for key executives; and (x) 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 2013. 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 our 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 and our non-employee directors in May 2013 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. 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 compensation 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.

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

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Compensation Committee Interlocks and Insider Participation.    No member of the compensation committee: (i) was, during the year ended December 31, 2013, 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, 2013, 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 2013, the executive committee held one meeting.

DIRECTOR COMPENSATION

The board’s 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. An employee who also serves as a member of our board does not receive any compensation for service on the board. In 2013, FW Cook conducted a competitive review of our non-employee director compensation to ensure that our compensation levels are competitive and the structure of the program is consistent with corporate governance “best practice.” Based on our size and complexity, our compensation committee has targeted our non-employee director compensation at the 75^th percentile of the S&P 500, but not to exceed the 90^th percentile of a group of 10 REITs (these REITs are listed below and are the same companies that are in the comparison group that is used to evaluate executive compensation as discussed below under “Executive Compensation Matters—Compensation Discussion & Analysis—Executive Compensation Program Administration—Competitive Review by Independent Compensation Consultant”). FW Cook’s review found that our non-employee director compensation was at the 90^th percentile of the comparison group but below the median of the S&P 500, noting that the range between the comparison group median and the comparison group 90^th percentile is very narrow. FW Cook also found that the mix between the cash and equity components of our non-employee director compensation (40% cash and 60% equity) was consistent with median competitive practice. No changes to the non-employee director compensation levels or pay mix were recommended as a result of this review and no changes were made in 2013. 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 2013 table below under “Executive Compensation Matters”). The 10 REITs in the comparison group 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 lead independent director and 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 2013 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 2013). Shares included as owned by directors for purposes of the guidelines include common stock owned outright, vested and deferred equity awards (other than stock options) and associated DEUs, unvested equity awards and associated DEUs, shares deferred under our nonqualified deferred compensation plans (see discussion below), 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 of our common stock 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 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.

Messrs. Fotiades, Losh, Steuert, and Webb elected to defer receipt of their annual retainers and other fees earned, as applicable, in 2013, which have been converted into phantom shares in a hypothetical fee deferral account, under the terms of the 2012 NQDC Plan. In 2012, Mr. Fotiades deferred his cash compensation into a cash account under the 2012 NQDC Plan. As of December 31, 2013, Mr. Fotiades’ cash balance was $120,560, including earnings in 2013 of $14,901.

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. In June 2011, 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 2011, we adopted a new nonqualified deferred compensation plan, 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 after the merger or continued as a non-employee director after the merger the opportunity to continue to receive tax deferred earnings with respect to the portion 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 in a Notional Earnings Account 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 of the AMB NQ Plans 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. The 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, 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, 2013, the value of the Notional Earnings Account exceeded the Initial Account Credit value for Mr. Losh by $184,878 (including an increase attributable to 2013 of $157,625) and for Ms. Kennard by $241 (including an increase attributable to 2013 of $63).

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Additional information with respect to the 2012 NQDC Plan, the AMB NQ Plans, and the Notional Account NQDC Plan is provided in the narrative discussion that follows the Nonqualified Deferred Compensation for Fiscal Year 2013 table below under “Executive Compensation Matters.”

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 credited as common shares to hypothetical fee deferral accounts 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. Shares in the hypothetical account each represent one share of our common stock and earn dividends under the same terms as dividends paid on our common stock. Upon retirement from the board, the participant will be issued the shares of common stock included in their hypothetical fee deferral account pursuant to specific deferral elections which generally delay payment until the next fiscal year after service on the board ends. Mr. Fotiades and Mr. Steuert were participants in this plan at the time of the merger. As of December 31, 2013, including amounts earned as dividends, Mr. Fotiades had a balance of 20,296 shares and Mr. Steuert had a balance of 16,210 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 but were not participants in this plan at the time of the merger. Mr. Lyons’ balance (1,086 shares as of December 31, 2013) is scheduled to be distributed to him in January 2015. Mr. Zollars’ balance (4,609 shares as of December 31, 2013) is being distributed to him in annual installments through January 2020.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2013*

* Columns (d), (e), and (f) 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. Mr. Moghadam is an employee of the company and does not receive additional compensation associated with his service on the board.

⁽²⁾ The director elected to defer the receipt of his 2013 cash compensation under the 2012 NQDC Plan. Each director 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, 2013, the balance in the hypothetical fee deferral accounts (which also includes deferrals prior to 2013) were as follows:

See the discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2013 table below under “Executive Compensation Matters.”

⁽³⁾ Represents the grant date fair value of 2,973 DSUs awarded to each of our non-employee directors who were elected at our annual meeting on May 2, 2013. The value of the DSUs is based on the closing price of our common stock on the date of grant which was $42.38 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 1, 2014, the date of the 2014 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 the board ends. Mr. Lyons has elected to defer the receipt of his DSUs until 2018. While they are outstanding, DSUs earn DEUs which are vested and paid to the director under

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the same terms as the underlying DSU award. We also awarded DSUs under similar terms to our directors in May 2012 which are now fully vested. These awards are scheduled to be distributed in May 2015 unless a previous deferral election has been made.

Prior to the merger, we granted restricted stock to our directors and the Trust granted DSUs annually to members of its board. The restricted stock had a one-year vesting period and directors could elect to defer the awards after vesting under the AMB NQ Plans discussed above. The DSUs granted by the Trust were immediately vested but were required to be deferred until after their service on the Trust’s board ended. The DSUs held by those trustees who joined our board after the merger were assumed by us under the merger agreement, were converted based on the merger exchange ratio, and continue to be deferred. These DSUs earn DEUs while they are outstanding.

DSUs and associated accrued DEUs outstanding as of December 31, 2013 were as follows and are vested unless otherwise noted (including DSUs and accrued DEUs granted by the Trust prior to the merger):

⁽⁴⁾ In the past, stock options were 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, 2013:

⁽⁵⁾ Our foundation will match the amount of charitable contributions to qualifying organizations made by our directors and all of our employees. Amounts reported represent charitable contributions of our charitable foundation that were paid directly to outside organizations to match qualifying contributions made by the director. The annual maximum amount of matching contributions in one year applicable to our directors is $12,500. Matching contributions in a particular year that are not used may be carried over to the subsequent year.

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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:

⁽¹⁾ Entities included have filed a Schedule 13G representing that the shares of common stock they are reporting 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 12, 2014, relating to such common shares beneficially owned as of December 31, 2013. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares (638,840 and 1,374,469 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 1,444,723 of such common shares; (iii) has shared voting power with respect to 325,356 of such common shares; (iv) has sole dispositive power with respect to 58,172,883 of such common shares; and (v) has shared dispositive power with respect to 1,207,426 of such common shares.

⁽³⁾ Information regarding beneficial ownership of our common stock by entities related to BlackRock, Inc. is included herein based on a Schedule 13G/A filed with the SEC on January 30, 2014, relating to such common shares beneficially owned as of December 31, 2013. Such report provides that BlackRock Inc.: (i) is the beneficial owner of all such common shares and has sole dispositive power with respect to all such common shares and (ii) has sole voting power with respect to 36,905,922 of such common shares.

⁽⁴⁾ Information regarding the beneficial ownership of our common stock by Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. (“CSCM”), and Cohen & Steers UK Limited (“CSUKL”) (21 Sackville Street, 4^th Floor, London, United Kingdom W1S 3DN), is included herein based on a Schedule 13G/A filed with the SEC on February 14, 2014, relating to such common shares beneficially owned as of December 31, 2013. 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 CSCM (35,321,429 common shares) and CSUKL (437,696 common shares) and (ii) has sole voting power with respect to 19,654,592 of such common shares through its ownership of CSCM (19,455,731 common shares) and CSUKL (198,861 common shares).

⁽⁵⁾ 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, 2014, relating to such common shares beneficially owned as of December 31, 2013. 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 of such common shares.

⁽⁶⁾ Information regarding beneficial ownership of our common stock by entities related to Invesco Ltd, is included herein based on a Schedule 13G filed with the SEC on February 11, 2014, relating to such shares beneficially owned as of December 31, 2013. Such report

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provides that Invesco Ltd.: (i) is the beneficial owner of all such shares; (ii) has sole voting power with respect to 11,508,007 of such common shares; (iii) has shared voting power with respect to 109,082 of such common shares; (iv) has sole dispositive power with respect to 28,156,629 of such common shares; and (v) has shared dispositive power with respect to 95,674 of such common shares.

⁽⁷⁾ 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, 2014, relating to such common shares beneficially owned as of December 31, 2013. Such report provides that: (i) Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR LLC, is beneficial owner of 16,748,849 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 SelectCo, LLC (“SelectCo”) (1225 17^th Street, Suite 1100, Denver, Colorado 80202), a wholly owned subsidiary of FMR LLC, is the beneficial owner of 7,418,814 of such common shares as a result of acting as investment advisor to various investment companies and Mr. Johnson and FMR LLC, through its control of SelectCo, each has sole dispositive power with respect to the common shares beneficially owned by SelectCo; neither FMR LLC nor Mr. Johnson has sole power to vote or direct the voting of such common shares; (iii) Fidelity Management Trust Company, a wholly owned subsidiary of FMR LLC (“FMTC”) is the beneficial owner of 157,464 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; (iv) Strategic Advisors, Inc. is beneficial owner of 31,797 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.; (v) Pyramis Global Advisors, LLC (“PGA LLC”) (900 Salem Street, Smithfield, Rhode Island 02917), a wholly owned subsidiary of FMR LLC, is beneficial owner of 551,639 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; and (vi) 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 2,198,455 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.

The following table shows the number of shares of our common stock beneficially owned, as of March 10, 2014, 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, as applicable.

⁽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 2013 table below under “Executive Compensation Matters.”

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⁽³⁾ This column includes shares of our common stock that may be acquired within 60 days of March 10, 2014 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. Unvested awards granted under our employee stock plans that do not vest by May 10, 2014 are not included. 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 shares of phantom stock held in hypothetical fee deferral accounts under the terms of our nonqualified deferred compensation plans, all of which are non-voting. Generally, the director has deferred receipt of the underlying common stock until his service on the board ends. See “Director Compensation — Director Compensation for Fiscal Year 2013.” Balances as of March 10, 2014 were as follows:

⁽⁵⁾ This column does not include shares of phantom stock held in hypothetical fee deferral accounts by directors who were formerly members of the Trust’s board, 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 (lump sum in 2015) and Mr. Zollars (currently being distributed ratably over a 10-year period to end in 2020). See “Director Compensation — Director Compensation for Fiscal Year 2013.” Balances as of March 10, 2014 were as follows:

⁽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 2013.” Balances as of March 10, 2014 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 the 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 10, 2014 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 the 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 10, 2014 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 3,720,014 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 3,720,014 shares of common stock included, 9,332 shares are directly owned, 131,775 shares are indirectly held through a trust of which Mr. Moghadam is the trustee, 519,567 shares are held through a Rabbi trust pursuant to the AMB NQ 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 of such shares.

⁽¹⁰⁾ Includes 62,675 shares directly owned and 48,625 shares held through a Rabbi trust pursuant to the AMB NQ Plans and the 2012 NQDC Plan, for which the trustee holds all voting power.

⁽¹¹⁾ Includes 178,302 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.

⁽¹²⁾ Ms. Kennard has pledged $416,667 in shares of our common stock that she beneficially owns as security for a personal loan (approximately 10,334 shares based on our common stock price of $40.32 per share as of March 10, 2014 or 0.002% of our issued and outstanding common stock as of March 10, 2014). Ms. Kennard meets our stock ownership guidelines with sufficient equity amounts that do not include her pledged shares.

⁽¹⁴⁾ Includes 20,500 shares that are directly owned and 92,532 shares that are held through a family trust of which Mr. Lyons is trustee.

⁽¹⁵⁾ In addition to the shares beneficially owned by our named executive officers currently employed by us and our directors, totals include shares beneficially owned by Michael S. Curless, our chief investment officer, who is an executive officer.

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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.

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 the company’s 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. In 2013, Mr. Lyons exchanged his remaining units in this partnership for shares of our common stock and he no longer has an indirect interest in ProLogis Limited Partnership-I. The board believes that the relationship with Mr. Lyons and ProLogis Limited Partnership-I was consistent with our related parties transaction policy discussed above.

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During 2013, the executive officers of Prologis, Inc. included are:

Biographical summaries of the experience of our executive officers as of December 31, 2013, other than Mr. Moghadam, are presented below. Information for Mr. Moghadam is included above under “Election of Directors.”

Thomas S. Olinger.    Chief Financial Officer

Mr. Olinger, 47, 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.

Eugene F. Reilly.     Chief Executive Officer, The Americas

Mr. Reilly, 52, 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, an owner and asset manager of high-end hotels and resorts. Mr. Reilly holds an A.B. degree in economics from Harvard College.

Edward S. Nekritz.    Chief Legal Officer and General Counsel

Mr. Nekritz, 48, 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.

Gary E. Anderson.    Chief Executive Officer, Europe and Asia

Mr. Anderson, 48, has been our chief executive officer, Europe and Asia, since the merger in June 2011. Mr. Anderson held various positions with the Trust from August 1994 to June 2011, including head of global operations and investment management from March 2009 to June 2011 and president for Europe and Asia from November 2006 to March 2009. Prior to joining the Trust, Mr. Anderson held various positions with Security Capital Group Incorporated, a diversified real estate investment company. Mr. Anderson holds a Master of Business Administration in finance and real estate from the Anderson Graduate School of Management at the University of California at Los Angeles and a Bachelor of Arts in marketing from Washington State University.

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Michael S. Curless.    Chief Investment Officer

Mr. Curless, 50, has been our chief investment officer since the merger in June 2011. Mr. Curless was chief investment officer of the Trust from September 2010 to June 2011. Mr. Curless was with the Trust in various capacities from August 1995 through February 2000. Mr. Curless was president and a principal at Lauth, a privately held national construction and development firm, from March 2000 until rejoining the Trust in September 2010. Mr. Curless holds a Master of Business Administration in finance and marketing and a Bachelor of Science in finance from Indiana 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 2013 for our named executive officers, as presented in the tables and narratives that follow. We also include discussions of decisions made in other periods to the extent they are relevant to the full understanding of the compensation decisions for 2013, our second full year as a combined company after the merger between AMB and the Trust was completed in June 2011. We encourage you to read this discussion in conjunction with the other compensation information presented in this proxy statement, including the accompanying tables and narratives. Our named executive officers for 2013 include all of our executive officers listed above other than Mr. Curless.

Our compensation philosophy is founded on the principle of pay-for-performance and is structured to align the interests of our management and our stockholders. We believe that our compensation structure promotes the appropriate balance between rewards and risks of strategic decision making and motivates executives to remain with the company for long and productive careers. The goal of our compensation program is to retain and reward those leaders who create long-term value for our stockholders. This compensation philosophy is reflected in our compensation program, key elements of which are:

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, 2013, we owned or had investments in

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approximately 569 million square feet of properties and development projects in 21 countries. These properties are leased to more than 4,500 customers, including third-party logistics providers, transportation companies, retailers, manufacturers, and other enterprises.

After the merger in June 2011, we established five key strategic priorities to guide our path through the end of 2013 (our “10 Quarter Plan”) which were:

In support of these strategic priorities, which were accomplished mid-year (two quarters ahead of plan), these activities were completed in 2013:

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Other accomplishments in 2013 include:

After filing our proxy statement in 2013, we conducted an outreach effort during which senior management engaged in discussions with all of our largest stockholders, representing more than 70% of our outstanding common equity, in order to provide the background and rationale related to the compensation of our retiring co-chief executive officer. Generally, these stockholders agreed that the compensation of our retiring co-chief executive officer (including his severance package that was reported as part of his compensation for 2012 in our 2013 proxy statement and that was provided for in the employment agreement entered into when he became the chief executive officer of the Trust in 2008) was consistent with the terms disclosed prior to the merger and there was agreement among these stockholders concerning the significant contributions of our retiring co-chief executive officer during and immediately following the merger. In addition, there was an understanding that this compensation arrangement is not reflective of our ongoing compensation program. During our stockholder outreach, we also discussed: (i) our movement to a three-year performance period from a one-year performance period tracking the company’s existence as a combined company after the merger; (ii) the measurements utilized in our annual long-term equity incentive program; and, (iii) our newly adopted outperformance plans. During these discussions, these stockholders indicated they understood the basis of our ongoing executive compensation policies and programs.

With respect to the Say-on-Pay vote at our annual meeting in May 2013, certain of these stockholders indicated to us that they were required to adhere to their mandated voting guidelines without the ability to apply discretion based on mitigating circumstances, such as those discussed during our outreach process. As such, at our 2013 annual meeting, our stockholders approved our 2012 executive compensation with 57% of the voting power present voting in favor of our proposal, as compared to the approval we received at our annual meeting in 2011 (84% in favor of our executive compensation program for 2010) and at our annual meeting in 2012 (95% in favor of our executive compensation program for 2011).

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While we believe that our compensation program has been effective in aligning our executives’ interests with those of our stockholders and meeting its incentive, motivation, and retention objectives, we strive for continuous improvement by listening to, and acting upon, feedback from our stockholders. Our compensation committee considered the discussions with our stockholders during this outreach process and voting results from 2013 and took certain actions in response to these discussions. These actions and related discussions are summarized as follows:

The Cohen and Steers index chosen by the compensation committee comprises some of the largest REITs in their respective property sectors that are screened to meet minimum standards. The index includes approximately 30 strongly managed REITs and well capitalized companies that complement the global and domestic peer groups also utilized in determining performance hurdles under our annual long-term equity incentive program. We believe that utilizing two different benchmark indices provides a more diversified assessment of company performance.

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 and was implemented for 2013. Under our compensation program, we set a target level of total direct compensation generally at the market median. The target total direct compensation can deviate above or below the median based on the various factors specific to each executive. We provide additional opportunities to our named executive officers and certain other members of our senior management team through our outperformance compensation plans under which compensation can be earned, but only if the company meets certain extraordinary performance levels.

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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. 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 2013 are appropriate and commensurate with our 2013 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 bonus and 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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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 executive officers and determining their compensation. In determining compensation, the compensation committee:

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 broaden in scope, an increasingly greater portion of their total annual compensation is at risk in the form of variable and incentive pay components and a larger portion of total annual compensation is delivered 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 certain executives who leave the company having met certain position, age, and service criteria may choose to remain under our health insurance programs at their own expense. We also have a 401(k) Plan (including matching contributions from us up to certain levels) and nonqualified 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 (generally plus or minus 20%) 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 10 REITs that are generally the largest internally-managed equity REITs by market capitalization. Our business model, however, is generally more complex than these peers due to the global nature of our operations, our significant development activities, and our investment management business. Even though our size and complexity 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.

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 “— 2013 Compensation Decisions.”

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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 2013 meeting, the compensation committee considered the independence of FW Cook in light of the rules regarding compensation committee advisor independence mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“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 their 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 their 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 their consulting team that serves the compensation committee; and (vi) any business or personal relationships between our executive officers and FW Cook or members of their 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 2013, FW Cook conducted a competitive review to assist the compensation committee in determining target total direct compensation for the senior management team, including the named 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 10 REITs that are generally the largest internally-managed equity REITs by market capitalization 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 increased the target annual long-term equity incentive award component for each of the named executive officers, other than Mr. Moghadam. See “—2013 Compensation Decisions—Annual Long-term Equity Incentive Program” below. No changes were made to the target total direct compensation opportunity for Mr. Moghadam for 2013.

In determining the final compensation payable to our named executive officers for 2013, 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 2013, as presented in the Summary Compensation Table for Fiscal Year 2013, are discussed below.

As a result of the 2013 competitive review by FW Cook which determined that the annual base salaries of the named executive officers approximated the median of the peer group (consistent with our compensation philosophy), the compensation committee did not make any changes to the annual base salaries of the named executive officers in 2013.

The annual bonus opportunity for the named executive officers is based on a percentage of their annual base salary. A target percentage is set along with minimum and maximum percentages. For Mr. Moghadam, the target level is set at 150% of base salary with a minimum and maximum of 0% and 300%, respectively. For the other named executive officers, the target is set at 125% of base salary with a minimum and maximum of 0% and 250%, respectively. The percentages did not change for 2013.

The compensation committee approved the measurement of the company’s performance for 2013 on the following key performance measures and targets derived from the priorities included in our 2013 business plan. Our actual performance against these measures resulted in an overall company performance rating at the “above target” level.

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(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, 2013.

(b) Actual results do not include the PELP venture with NBIM that closed in early 2013. Because the definitive agreement for this venture was executed in 2012, it was included in the company results last year. This adjustment was made to appropriately match the efforts of our teams in calendar year 2012 with their compensation for 2012.

(c) Non-financial goals established for the investment management group focused on solidifying relationships with co-investment venture partners and integration objectives with continued focus on fundraising and the rationalization and streamlining of co-investment ventures.

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

(e) Loan to value is computed as our total debt (at par and including our share of debt of our co-investment ventures) less available cash divided by our gross real estate assets, including assets that we own directly and our share of assets that we own through our co-investment ventures.

(f) 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.

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 the other named executive officers). The company-wide bonus pool for 2013 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 137.5% of the overall target amount. The amount of the bonus pool awarded to the named executive officers was $5,743,750 or 11.2% of the total bonus pool.

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 the other named executive officers). Individual performance is also used on a limited basis in determining the annual awards under the annual 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:

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After assessing the overall performance of the company, the individual performances of the named executive officers, each executive’s annual bonus opportunity as a percentage of annual base salary at the minimum, target, and maximum levels, and the respective weighting between company and individual performance, the compensation committee determined the final bonus awards for 2013 performance for the named executive officers. The final bonus awards for the named executive officers, other than Mr. Olinger and Mr. Jaquier, reflect the company’s overall “above target” performance rating. Mr. Olinger’s award reflects his significant contributions in strengthening our financial position and building one of the top balance sheets in the REIT industry, a key strategic priority for the company after the merger. Mr. Jaquier’s award reflects his significant contributions to our investment management business (prior to his retirement as CEO, Private Capital mid-year) and his transitional role during the latter half of the year. The bonus awards for 2013 performance are as follows:

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 2013 performance year (paid in February 2014) 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 $1,650,000 for restricted stock units and received units valued at $2,062,500 (which includes a premium of 25% or $412,500) and no cash payment. Mr. Nekritz elected to exchange half of his $859,375 bonus for restricted stock units and received units valued at $537,109 (which includes a premium of 25% or $107,421) and a cash payment of $429,687. 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.

Under our annual long-term equity incentive program, each named executive officer has a target grant-value opportunity, established by the compensation committee, in alignment 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. The actual value awarded to each named executive officer generally ranges from 50% to 150% of the target value but no minimum level is guaranteed. The awards are based on a “look-back” of our total shareholder return performance against the total shareholder return performance of relevant industry indices, and adjusted by the executive’s individual performance over the prior year, as appropriate.

As required under SEC rules, the presentation of stock awards for 2013 in the Summary Compensation Table below reflects the annual long-term equity incentive awards that were granted in 2013, even though these awards were based on performance in 2012. In contrast, the annual bonus awards presented for 2013 in the Summary Compensation Table are based on performance in 2013. 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 2013 to be the annual base salary paid in 2013, the annual bonus award for 2013 performance that was paid in February 2014, and the annual long-term equity incentive award for 2013 performance that was granted in February 2014. This compensation figure is not what is reflected for 2013 in the Summary Compensation Table. The discussion below addresses the annual long-term equity incentive awards granted in 2013 for performance in 2012 which is relevant to the amounts reported in the accompanying tables for 2013. The annual

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long-term equity incentive awards granted in 2014 for performance in 2013 (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 for fiscal 2013.

Awards Granted in 2013 for 2012 Performance.    The actual value for annual long-term equity incentive awards for performance in 2012 (granted in 2013) relative to each executive’s target was based on our one-year TSR performance for 2012 compared to the one-year performance of: (i) an index of industrial peers that includes domestic companies (East Group Properties (EGP), First Industrial (FR), DCT Industrial (DCT), and Duke Realty (DRE)) and international companies (Global Logistics Properties (GLP), Goodman Group (GMG), and Segro plc (SGRO)) and (ii) the MSCI US REIT Index. Rather than tracking performance only against the industrial group as a whole, the compensation committee further evaluated our performance against only the domestic peers in the group and only the global peers in the group. The compensation committee believes that these hurdles provide a balanced, comprehensive evaluation of our 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 was appropriate for the 2012 performance year given that our TSR for this award was based on only one year’s performance, the first full year of the combined company since the merger occurred. The compensation committee is transitioning 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. As discussed below, awards under this program for performance in 2013 were based on a two-year performance period as part of this transition.

In its discussions in December 2012 and February 2013, the compensation committee reviewed our actual performance for the year with respect to the industrial peers 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 performance levels 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 annual long-term equity incentive award pool for 2012 performance should be set at 100% of the target pool.

In making the awards for performance in 2012 for the named executive officers, the compensation committee also considered certain factors related to the each executive’s individual performance in 2012 (as outlined in last year’s proxy statement). Awards for the 2012 performance year (granted in February 2013) for the named executive officers are below. Mr. Anderson became an executive officer in July 2013. Since Mr. Anderson was not an executive officer in 2012, his compensation information is not included in the Summary Compensation Table for that year.

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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 employment.

Awards Granted in 2014 for 2013 Performance.    During our stockholder outreach in 2013 (discussed above), we discussed our movement to a three-year performance period from a one-year performance period. While recognizing the preference for using a longer term measurement period in making decisions on performance awards, the compensation committee believes that utilizing any performance measurement that includes periods prior to the merger in June 2011 does not provide an appropriate means of measuring our performance as a combined company and the progress that has been made in our integration efforts. Accordingly, the compensation committee utilized a two-year measurement period in determining actual awards under the annual long-term equity incentive program for 2013 (granted in February 2014). The two-year period includes performance in calendar years 2012 and 2013, the two full years that we have been operating as a combined company. The compensation committee will complete its transition to a three-year performance period in making awards under our annual long-term equity incentive program in 2015 for performance in 2014. At that time, the three-year performance period will include our results for a three full years as a combined company.

Also as a result of the discussions with stockholders, the compensation committee made a change to our annual long-term equity incentive program to address the duplication of the performance measure utilized in this program with the measure used for determining awards under the Outperformance Plan (discussed below). The compensation committee changed the benchmark index for the annual long-term equity incentive program from the MSCI US REIT Index previously used to the Cohen and Steers Realty Majors Index for awards for performance in 2013 (granted in February 2014).

In making awards under the annual long-term incentive program for performance in 2013, the compensation committee evaluated our performance against two hurdles: (i) an index of industrial REITS, further categorized into two indices: (a) a domestic industrial index (consisting of East Group Properties (EGP), First Industrial (FR), DCT Industrial (DCT), and Duke Realty (DRE)) and (b) global industrial index (consisting of Global Logistics Properties (GLP), Goodman Group (GMG), and Segro plc (SGRO)), and (ii) the Cohen and Steers Reality Majors Index. The Cohen and Steers index chosen by the compensation committee comprises some of the largest REITs in their respective property sectors that are screened to meet minimum standards. The index includes approximately 30 strongly managed REITs and well capitalized companies that complement the global and domestic companies also utilized in determining performance hurdles under the annual long-term equity incentive program.

The compensation committee believes that having more than one hurdle provides a more balanced, comprehensive evaluation of relative performance given that our operations are truly global relative to the comparison group of companies whose sole operations are either in the U.S. or in countries outside the U.S.

In its discussions in February 2014, the compensation committee reviewed our actual performance for 2013 with respect to the identified peer groups for the two-year period ending on December 31, 2013. The relevant TSR performance levels were:

Our strong performance in 2013, as evidenced by our 34.5% absolute TSR, exceeded the Cohen & Steers Index but was behind the performance of the global and domestic peer groups. Considering that we exceeded the broader hurdle but not the peer group performance, the compensation committee determined that the pool for the annual long-term equity incentive awards for 2013 performance should be set at 100% of the target pool.

As part of its annual compensation review, the compensation committee made adjustments to the target levels of the annual long-term equity incentive awards for the named executive officers, other than Mr. Moghadam. These targets were effective for awards for 2013 performance that were granted in 2014. In making the awards for 2013 performance for the named executive officers, the compensation committee also considered certain factors related to the individual performance for 2013 (as discussed above under “—Annual Bonus Opportunity”) but made no adjustments to the awards that were determined based on the performance hurdles discussed above. Awards for the

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2013 performance year (granted in February 2014) for all of the named executive officers were granted at target levels as further illustrated in the following table: