UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2014
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
| Maryland (Prologis, Inc.) | 001-13545 (Prologis, Inc.) | 94-3281941 (Prologis, Inc.) | ||
| Delaware (Prologis, L.P.) | 001-14245 (Prologis, L.P.) | 94-3285362 (Prologis, L.P.) | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Pier 1, Bay 1, San Francisco, California | 94111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, including Area Code: (415) 394-9000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2014, the compensation committee of our board of directors approved the Second Amended and Restated Prologis Promote Plan, replacing the Amended and Restated Prologis Promote Plan. This Second Amended and Restated Prologis Promote Plan amends and restates the earlier plan, to allow the compensation committee, at its discretion, to: (a) issue LTIP units of Prologis, L.P. in lieu of other equity awards (restricted stock or restricted stock units of Prologis, Inc.) allowed under the plan; and (b) give participants the election to receive between 50% and 100% in equity for awards payable under the plan.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Second Amended and Restated Prologis Promote Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Prologis, Inc. | ||||
| (Registrant) | ||||
| Date: August 1, 2014 | By: | /s/ Michael T. Blair | ||
| Name: | Michael T. Blair | |||
| Title: | Managing Director and Deputy General Counsel | |||
| Prologis, L.P. | ||||
| (Registrant) | ||||
| By: | Prologis, Inc, | |||
| Its general partner | ||||
| Date: August 1, 2014 | By: | /s/ Michael T. Blair | ||
| Name: | Michael T. Blair | |||
| Title: | Managing Director and Deputy General Counsel | |||