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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 11, 2015

Dear Stockholder:

You are cordially invited to attend the 2015 annual meeting of stockholders of Prologis, Inc. which will be held on April 29, 2015 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 2015 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. Authorizing your proxy or 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 18, 2015, 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 2014 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 11, 2015.

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NOTICE OF 2015 ANNUAL MEETING

OF STOCKHOLDERS

1:30 p.m., April 29, 2015

Prologis Corporate Headquarters

Pier 1, Bay 1

San Francisco, California 94111

March 11, 2015

To our Stockholders:

The 2015 annual meeting of stockholders of Prologis, Inc. will be held at our corporate headquarters at Pier 1, Bay 1, San Francisco, California 94111 on April 29, 2015 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 9, 2015 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 18, 2015, 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 April 29, 2015.

Proxy materials, including the 2015 Proxy Statement and the 2014 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

2015 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 (the “Board”) of Prologis, Inc. is soliciting proxies to be voted at the 2015 annual meeting of stockholders and at any adjournment(s) or postponement(s) thereof. The annual meeting of stockholders will be held on April 29, 2015 at Prologis’ corporate headquarters located at Pier 1, Bay 1, San Francisco, California 94111, beginning at 1:30 p.m., Pacific time.

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. 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 furnish proxy materials (our 2015 Proxy Statement and our 2014 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 18, 2015, the Notice of Annual Meeting and Internet Availability of Proxy Materials (“Notice of Internet Availability”) will be distributed to many of our stockholders, either in printed form by mail or electronically by email, 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 18, 2015, printed proxy materials, including our 2015 Proxy Statement and our Annual Report on Form 10-K for 2014, 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 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. To ensure that your shares are voted at the annual meeting, authorize 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 2015 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. If specific instructions are not provided, the stockholder’s shares will not be voted on those matters. 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 the Board 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 2014; and

Proposal 3.     To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2015.

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

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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.

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 legal 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 28, 2015, 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.

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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 receive 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.

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 2014 (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.

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You may also access the proxy materials, including an electronic copy of our 2014 Annual Report to Stockholders, at the Investor Relations page of our website, http://ir.prologis.com/annuals.cfm.

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 2016 Proxy Statement.     Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”) provides that

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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 2016 proxy statement for our 2016 annual meeting, it must be received at our principal executive offices (Pier 1, Bay 1, San Francisco, California 94111) no later than November 12, 2015. 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 2016 annual meeting is advanced or delayed by more than 30 days from April 29, 2016, 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 2016 Proxy Statement.     If you intend to present a proposal or nomination for director at our 2016 annual meeting, but you do not intend to have it included in our 2016 proxy statement, the notice of proposal or nomination must be delivered to, or mailed and received by, us at our principal executive offices (Pier 1, Bay 1, San Francisco, California 94111) between December 31, 2015 and January 30, 2016.

If, however, the date of the 2016 annual meeting is advanced or delayed by more than 30 days from April 29, 2016, we must receive the notice of proposal or nomination not more than 120 days prior to the date of the 2016 annual meeting and not less than 90 days prior to the date of the 2016 annual meeting.

If less than 100 hundred days’ notice or prior public disclosure of the date of the 2016 annual meeting (which was advanced or delayed by more than 30 days from April 29, 2016) 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 2016 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:

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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:

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 below under “Election of Directors—Nominees—Director Qualifications, Skills and Experience.” 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 11, 2015.

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SUMMARY OF PROPOSALS SUBMITTED FOR VOTE

Proposal 1: Election of Directors

Nominees

At the annual meeting you will be asked to elect to the Board the ten persons nominated by the Board. The directors will be elected to one-year terms and will hold office until the 2016 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 these majority voting procedures is provided below under “Election of Directors.”

Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation for 2014

Advisory Vote to Approve Executive Compensation for 2014

At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2014 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 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, if any, are considered voting power present in person or by proxy and thus will have the same effect as votes cast “Against” the proposal.

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

At the annual meeting you will be asked to ratify the appointment of KPMG LLP by the Audit Committee (the “Audit Committee”) of the Board as the company’s independent registered public accounting firm for the year 2015.

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 2015. 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, if any, are considered voting power present in person or by proxy and thus will have the same effect as votes cast “Against” the proposal.

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

The Board unanimously recommends that the stockholders vote FOR proposals 1, 2, and 3.

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Nominees

The Board currently consists of 11 directors, ten of whom are standing to be elected to the Board at the 2015 annual meeting of stockholders to hold office until the 2016 annual meeting and until their successors are duly elected and qualified. Mr. Steuert will retire from the Board effective on April 29, 2015.

The shares represented by the proxies received will be voted for the election of each of the ten nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of the director nominees 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 2015 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.

Majority Voting

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 (the “Governance Committee”) of the Board 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 Governance 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 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.

Director Qualifications, Skills, and Experience

Each of the director nominees was chosen to serve on the Board based on his or her qualifications, skills, and experience, as discussed in their biographies, and how those characteristics supplement the

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resources and talent on the Board. In making its nominations, the Governance Committee assessed 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, and financial literacy. The committee also assessed the director 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. In addition to other attributes, the slate of director nominees possess skills and experience in the following areas:

While the Governance 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 and areas of expertise.

Process for Selecting Directors

To identify potential nominees for the Board, the Governance 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 in view of our developing needs, balancing the value of their continued service with that of obtaining new perspectives. If necessary, the committee then solicits ideas for possible candidates from a number of sources, which can include other Board members, executive management, and individuals known to members of the Board who are not affiliated with the company. 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.

Each of the director nominees has consented to be named in this proxy statement and to serve as a director if elected. Information about each director nominee’s share ownership is presented below under “Information Relating to Stockholders, Directors, Nominees, and Executive Officers—Security Ownership.” Certain of the director nominees previously served on the board of ProLogis (the “Trust”). In June 2011, AMB Property Corporation (“AMB”) and ProLogis completed a merger transaction (the “Merger”) and, effective with the Merger, our name was changed from AMB to Prologis, Inc.

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

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Biographical Information

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CORPORATE GOVERNANCE

We place a high premium on corporate governance. We believe strong corporate governance is central to strong leadership of the company and enhances the value of the company for our stockholders. The Board has adopted a code of ethics and business conduct that applies to all employees and directors. Our code governs the expected behavior of all employees and directors in applying our values of honesty, integrity, and fairness to everything we do at Prologis.

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 ranked us as the top REIT in the area of corporate governance in its published rankings every year for the last 12 years.

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 policies, procedures, and standards of corporate governance that are reflected in our governance guidelines. In addition, we:

In 2014, to further demonstrate our commitment to being an industry leader in corporate governance, we irrevocably opted out of a Maryland anti-takeover provision that would have allowed us to stagger the Board without stockholder approval.

Our 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 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 our chairman, Mr. Moghadam, are independent. The Board reached this determination after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each director’s immediate family, and each director’s affiliates. The Board has also determined that all members of the Audit, Governance, and Compensation Committees of the Board are independent in accordance with NYSE and SEC rules.

Board Leadership Structure

Our governance guidelines do not specify a leadership structure for the Board, allowing the Board the flexibility to choose the best option for the company as circumstances warrant. The Board believes that strong independent board leadership ensures effective oversight over the company. Such independent oversight is maintained through:

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All of our independent directors have the ability to provide input for meeting agendas and are encouraged to raise topics for discussion by the Board. In addition, the Board and each Board committee has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. The Board also holds regularly scheduled executive sessions of only non-employee directors in order to promote free and open discussion among the non-management directors. Our annual Board and committee evaluations regularly assess the effectiveness of Board oversight.

Our chief executive officer, Mr. Moghadam, serves as chairman of the Board. Mr. Moghadam’s roles as both chief executive officer and chairman enable him, working with our lead independent director, to act as a bridge between management and the Board, promoting unified leadership and direction for the company. Mr. Moghadam co-founded the company and has served on the Board since the company’s initial public offering in November 1997. 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 our 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 into our overall strategic goals.

Considering all of these factors, the Board believes 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 at this time and places the company in a competitive position to provide long-term value to our stockholders.

Lead Independent Director

If the offices of chairman and chief executive officer are held by the same person, the independent members of the Board will annually elect an independent director to serve in a lead capacity. Due to the demands required of the role, the board considers service on outside boards, among other factors, in making this choice. The lead independent director is generally expected to serve for more than one year. Mr. Lyons has been selected as the lead independent director by our Governance Committee and the Board.

The lead independent director coordinates the activities of the other independent or non-employee directors, and performs such other duties and responsibilities as the Board may determine.

The specific responsibilities of the lead independent director are currently as follows:

Executive Sessions/Committee Meetings

Meetings of Independent Directors

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Board Evaluations

Liaison with the Chairman and Chief Executive Officer

Board Processes and Information

Retention of Outside Advisors and Consultants

Communication with Stockholders

Board’s Role in Risk Oversight 

The Board 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. Oversight for certain specific risks falls under the responsibilities of our Board committees.

These committees regularly 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 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 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

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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.

Stockholder Recommended Nominees for Director

The Governance Committee will evaluate nominees for director recommended by stockholders against the same criteria that it uses to evaluate other director nominees. These criteria include the candidate’s skills, experience, and personal qualities, as well as the other factors discussed in the Governance 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. See “Questions and Answers” for notice requirements prescribed by our Bylaws.

Code of Ethics and Business Conduct

Our code of ethics and business conduct 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 company’s internal ethics committee. These procedures permit employees to report any concerns, including concerns about the company’s accounting, internal accounting controls, or auditing matters, on a confidential or anonymous basis if desired. 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. The code 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.

Certain Relationships and Related Party Transactions

Our Articles of Incorporation contain procedures for authorizing related party transactions. The Board 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, 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, prescribing that:

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These provisions of our code of ethics and business conduct may be amended, modified, or waived by the Board or the Governance 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:

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. Members of the Board are kept informed of our business through our executive management team.

The Board currently consists of 11 directors, ten of whom are independent under NYSE rules. Mr. O’Connor was appointed as a director on January 20, 2015. Mr. Steuert will retire from the board effective April 29, 2015. Mr. Moghadam serves as chairman of the Board and Mr. Lyons serves as lead independent director and, if re-elected, each will continue in those respective roles until our 2016 annual meeting.

Director Attendance

The Board held four meetings in 2014, including telephonic meetings, and all of the directors attended 75% or more of the aggregate number of Board and applicable committee meetings on which he or she served during 2014 (held during the periods they served). Each director standing for election in 2015 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.

Board Committees

The four standing committees of the Board are: Audit, Governance, Compensation, and Executive Committee (the “Executive Committee”). The Board has determined that each member of the Audit, Governance, and Compensation Committees is an independent director in accordance with NYSE rules.

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Membership information for our Board committees is presented below. The current membership has been in effect since May 2014, at which time Ms. Garvey joined the Governance Committee and Mr. Webb joined the Audit Committee.

Each committee has a charter which generally states the purpose of the committee and outlines the committee’s structure and responsibilities. The committees, other than the Executive Committee, must review the adequacy of their charter on an annual basis. All of the charters can be viewed, together with any future changes, on our website at http://ir.prologis.com/governance.cfm. In addition, copies of the committees’ charters 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.

Audit Committee

The Audit Committee held seven meetings in 2014 and makes regular reports to the Board. The committee’s purpose 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 Audit Committee has oversight of financial and cybersecurity risks relating to the company.

The Board has determined that Messrs. Losh, Steuert, and Webb and Ms. Garvey each meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Exchange Act. Further, each member qualifies as an audit committee financial expert within the meaning of the SEC regulations.

Mr. Losh serves on the audit committees of more than two other public companies. The Board has determined that simultaneously serving on other public company audit committees does not impair Mr. Losh’s ability to effectively serve on our Audit Committee. In reaching this determination, the Board considered that: (i) Mr. Losh’s substantial ability, experience, and expertise in corporate finance, and specifically his experience in public company financial management and reporting as chief financial officer for General Motors, significantly benefits the Board and the company; (ii) Mr. Losh is retired and has the ability to focus his time to his Board and committee seats; (iii) Mr. Losh has attended every Board meeting and every applicable committee meeting since the Merger in June 2011; and (iv) Mr. Losh is fully engaged and prepared for all meetings.

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Governance Committee

The Governance Committee held three meetings in 2014 and makes regular reports to the Board. The 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; (iii) review and make recommendations for committee appointments to the Board; (iv) identify individuals qualified to become Board members consistent with any criteria approved by the Board and propose to the Board a slate of nominees for election to the Board; (v) assess and make recommendations to the Board on corporate governance matters; (vi) develop and recommend to the Board a set of corporate governance principles applicable to the company; and (vii) provide assistance to the Board in reviewing and approving the company’s activities, goals, and policies concerning environmental stewardship and social responsibility matters. This committee also reviews the adequacy of our governance guidelines on an annual basis and focuses on reputational and corporate risks.

Compensation Committee

The Compensation Committee held five meetings in 2014 and makes regular reports to the Board. The 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 Compensation Committee’s report appears in this proxy statement below under “Executive Compensation Matters.”

The committee has the overall responsibility for approving and evaluating our 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 our 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 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, and severance or similar termination payments proposed to be made to the chief executive officer or any other executive officer of the company; (vi) 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; (vii) reviewing and discussing with management the Compensation Discussion and Analysis (included below in this proxy statement) and determining whether to recommend its inclusion in the proxy statement to the Board; and (viii) participating in succession planning for key executives. The Compensation Committee focuses on risks relating to remuneration of our officers and employees and administers our equity compensation plans, our nonqualified deferred compensation arrangements, and our 401(k) Plan.

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 chief executive officer and other members of executive management. FW Cook, has been engaged by the committee since June 2011 and reports directly to the Compensation Committee. FW Cook 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 executive officers and our non-employee directors in May 2014, which was used by the Compensation Committee to assist it in making compensation recommendations to the Board. Our chief executive officer makes separate recommendations to the Compensation Committee concerning the form and amount of the compensation

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of our executive officers (excluding his own compensation). FW Cook has also assisted the Compensation Committee in evaluating the design of certain outperformance compensation plans implemented in 2012. Information about, and the processes and procedures for determining, executive officer compensation is included in Compensation Discussion and Analysis below.

Compensation Committee Interlocks and Insider Participation.    No member of the Compensation Committee: (i) was, during the year ended December 31, 2014, 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, 2014, 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 2014, the Executive Committee held no meetings.

Simultaneous Board Service

Our governance guidelines do not prohibit directors from serving simultaneously on the boards of multiple companies but require that, if a director serves on three or more public company boards simultaneously, including our Board, a determination is made by our Board as to whether such simultaneous service impairs the ability of such member to effectively serve the company. Messrs. Fotiades, Losh, Lyons, and Zollars and Ms. Garvey currently serve on at least three public company boards, including our Board. Ms. Kennard currently serves on only two public company boards, including our Board. However, during 2014, Ms. Kennard did serve on an additional public company board. In each case, our Board has determined that such simultaneous board service does not impair the Board member’s ability to be an effective member of our Board.

DIRECTOR COMPENSATION

Non-employee directors are compensated with a mix of cash and equity-based compensation, with a higher percentage of the overall mix in equity-based compensation. An employee who also serves as a member of the Board, such as Mr. Moghadam, does not receive additional compensation for service on the Board.

In May 2014, 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 practices. The 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 comparison group of 10 large-cap REITs. These REITs are the same companies that are in the comparison group that is used to evaluate executive compensation and are listed under “Executive Compensation Matters—Compensation Discussion & Analysis—Competitive Review by Independent Compensation Consultant.” The targeted percentiles are reflective of our overall size, scope and breadth of business, which exceeds that of most of the companies in the comparison group. FW Cook’s review found that (i) our non-employee director compensation was between the median and the 75^th percentile of the comparison REIT group and was below the median of the S&P 500, assuming a 5% increase from 2013 compensation levels for the comparison REIT group and the S&P 500 and (ii) the mix between the cash and equity components of our non-employee director compensation (40% in cash and 60% in equity) was consistent with median competitive practice of both the comparison REIT group and the S&P 500.

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Based on their review, FW Cook recommended an increase to our non-employee director annual compensation of $30,000 per director which is projected to position our non-employee director compensation at the 90^th percentile of the comparison REIT group but below the 75^th percentile of the S&P 500. In addition, FW Cook recommended increases to the retainers paid to the lead independent director and the committee chairs. All of these recommendations were approved by the full Board. The change in the equity component was effective with the annual grants made in May 2014. The change in the cash retainers was effective July 1, 2014.

Compensation applicable to service on the Board by our non-employee directors for 2014 was as follows:

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 2014 table below under “Executive Compensation Matters”. 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 which require the director to maintain an ownership level in our common stock equal to five times the annual cash retainer ($475,000 as of December 31, 2014). Shares included as owned by directors for purposes of the guidelines include common stock owned outright, vested and unvested DSUs and associated DEUs, shares deferred under our nonqualified deferred compensation plans, shares held in the director’s hypothetical fee deferral account, and shares that can be acquired through the exchange of limited partnership units. Until such time as the guidelines are met, we will require directors to retain and hold 50% of any net shares of our common stock 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. 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 earned and vested on or after

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January 1, 2012. The deferred compensation under the 2012 NQDC Plan is our unsecured obligation and amounts deferred are held in a rabbi trust. Prior to the June 2011 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. The AMB Property Corporation 2011 Notional Account Deferred Compensation Plan (the “Notional Account NQDC Plan”) was adopted in conjunction with the Merger in 2011 with the purpose of providing the opportunity for certain participants of the AMB NQ Plans to continue to receive tax deferred earnings with respect to taxes incurred related to distributions, triggered by the Merger, that they received from the AMB NQ Plans. 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 2014 table below under “Executive Compensation Matters.”

2012 NQDC Plan and AMB NQ Plans

Messrs. Fotiades, Losh, and Webb elected to defer receipt of their annual retainers and other fees earned, as applicable, in 2014, and Mr. Steuert made similar elections for periods prior to 2012. The compensation earned by these directors has been converted into phantom shares in a hypothetical fee deferral account, under the terms of the 2012 NQDC Plan. The footnotes to the Director Compensation for Fiscal Year 2014 table below contain information on the amount of deferrals applicable to these directors.

In 2012, Mr. Fotiades deferred his annual cash retainer into a cash account under the 2012 NQDC Plan. As of December 31, 2014, Mr. Fotiades’ balance in the cash account under the 2012 NQDC Plan was $132,338, including earnings in 2014 of $11,778.

Notional Account NQDC Plan

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 amount of the deemed tax liability on the distributions they received in 2011 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. Notional earnings accounts are 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, 2014, the value of the notional earnings account exceeded the initial account credit value for Mr. Losh by $241,330, including an increase attributable to 2014 of $56,452, and for Ms. Kennard by $5,556, including an increase attributable to 2014 of $5,315.

ProLogis Deferred Fee Plan for Trustees

This plan, which was assumed by us in the Merger, allowed members of the Trust’s board to receive their fees currently or elect to defer the receipt of their fees until after their board service ended. Deferrals were in the form of cash or Trust common shares. For those choosing shares, fees earned were credited 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 using the Merger exchange ratio. Shares in the hypothetical account each represents 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

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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, 2014, including amounts earned as dividends, Mr. Fotiades had a balance of 20,965 shares and Mr. Steuert had a balance of 16,744 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 (1,122 shares as of December 31, 2014) is being distributed to him in five annual installments that began in January 2015. Mr. Zollars’ balance (4,081 shares as of December 31, 2014) is being distributed to him in annual installments through January 2020.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2014*

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

⁽¹⁾ The compensation structure for the Board 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⁾ Directors may elect to defer their compensation under the 2012 NQDC. Under this plan, the cash compensation is converted into phantom shares that are held in a hypothetical fee deferral account under the terms of the 2012 NQDC Plan. As of December 31, 2014, the balance in the hypothetical fee deferral accounts under the 2012 NQDC Plan (which also includes deferrals prior to 2014) and the years in which the deferral was elected were as follows:

Based on their individual elections, each of the directors’ phantom shares will be distributed to them upon termination of service on the Board. See the discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2014 table below under “Executive Compensation Matters.”

⁽³⁾ Represents the grant date fair value of 3,541 DSUs awarded to each of our non-employee directors who were elected at our annual meeting on May 1, 2014. The value of the DSUs is based on the closing price of our common stock on the date of grant which was $40.94 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 April 29, 2015, the date of the 2015 annual meeting. Receipt of the vested DSUs is deferred until three years from the grant date. Mr. Fotiades and Mr. Losh have elected to further defer the receipt of their DSUs until their service on the Board ends. While they are outstanding, DSUs earn DEUs which are vested and paid to the director under the same terms as the underlying DSU award. We awarded DSUs under similar terms to our directors in May 2012 and May 2013, which are now fully vested and are scheduled to be distributed in May 2015 and May 2016, respectively, unless a specific deferral election has been made by the director.

Prior to the Merger, we granted restricted stock to our directors, and the Trust granted DSUs 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.

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DSUs and associated accrued DEUs outstanding as of December 31, 2014 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, 2014:

⁽⁵⁾ The Prologis 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

Security Ownership

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 as of the date indicated in the footnotes below 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, 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 10, 2015, relating to such common shares beneficially owned as of December 31, 2014. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares (673,723 and 1,473,042 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 1,552,579 of such common shares; (iii) has shared voting power with respect to 405,456 of such common shares; (iv) has sole dispositive power with respect to 64,107,564 of such common shares; and (v) has shared dispositive power with respect to 1,267,909 of such common shares. The number of shares reported as beneficially owned by Vanguard in Vanguard’s Schedule 13G/A includes 37,114,463 common shares, representing 7.28% of our outstanding common stock, that Vanguard Specialized Funds — Vanguard REIT Index Fund (“Vanguard REIT Fund”) separately reported as beneficially owned in a Schedule 13G/A filed with the SEC on February 6, 2015. According to Vanguard REIT Fund’s Schedule 13G/A, Vanguard REIT Fund has sole voting power with respect to all such common shares and no dispositive power with respect to any 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 22, 2015, relating to such common shares beneficially owned as of December 31, 2014. 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 40,990,184 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 17, 2015, relating to such common shares beneficially owned as of December 31, 2014. 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 (29,858,860 common shares) and CSUKL (341,112 common shares) and (ii) has sole voting power with respect to 14,028,432 of such common shares through its ownership of CSCM (13,861,946 common shares) and CSUKL (166,486 common shares).

⁽⁵⁾ Information regarding beneficial ownership of our common stock by entities related to Invesco Ltd, is included herein based on a Schedule 13G/A filed with the SEC on February 6, 2015, relating to such shares beneficially owned as of December 31, 2014. Such report provides that Invesco Ltd.: (i) is the beneficial owner of, and has sole dispositive power with respect to, all such common shares and (ii) has sole voting power with respect to 11,836,534 of such common shares.

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The following table shows the number of shares of our common stock beneficially owned, as of March 9, 2015, 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 2014 table below under “Executive Compensation Matters.”

⁽³⁾ This column includes shares of our common stock that may be acquired within 60 days of March 9, 2015 through the exercise of vested, non-voting options to purchase our common stock and through scheduled vesting or payment of restricted stock, restricted stock units, or DSUs and associated accrued DEUs. Unvested and unearned awards granted under our employee stock plans that do not vest, or are not earned, by May 8, 2015 or vested awards that do not have a scheduled payment date by May 8, 2015 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. Phantom share balances as of March 9, 2015 were as follows:

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 2014.”

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⁽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. Balances as of March 9, 2015 were as follows:

Mr. Lyons’ phantom stock is currently being distributed ratably over a five-year period that began in January 2015 and will end in January 2019. Mr. Steuert’ s phantom stock is scheduled to be distributed in a lump-sum in January 2016 based on his retirement from the Board in April 2015. Mr. Zollars’ phantom stock is currently being distributed ratably over a 10-year period to end in January 2020. Mr. Fotiades’ phantom stock will be distributed to him in January of the year following his termination from the Board. See “Director Compensation — Director Compensation for Fiscal Year 2014.”

⁽⁶⁾ This column does not include vested DSUs and associated accrued DEUs, all of which are non-voting, which were earned by directors who were formerly members of the Trust’s board. Balances as of March 9, 2015 were as follows:

Generally, these awards are payable to the director when his or her service on the Board ends. See “Director Compensation — Director Compensation for Fiscal Year 2014.”

⁽⁷⁾ For each director, other than Mr. O’Connor, this column does not include vested DSUs and associated accrued DEUs (6,969 shares each) held by the director, all of which are non-voting. These awards are scheduled for payment in May 2016 and May 2017, or are subject to an individual election that defers payment to a date later than the scheduled payment date. For Messrs. Skelton, Steuert, Webb, and Zollars and Ms. Kennard, this column does include vested DSUs and associated accrued DEUs scheduled for payment on May 3, 2015 (3,829 shares each). For Messrs. Fotiades, Losh, and Lyons and Ms. Garvey, this column does not include DSUs and associated accrued DEUs (3,829 shares each) originally scheduled for payment on May 3, 2015, that have been deferred to a later date pursuant to a specific deferral election. See “Director Compensation — Director Compensation for Fiscal Year 2014.”

⁽⁸⁾ The percentage of shares of common stock beneficially owned by a person assumes that all the limited partnership units held by the person that can be exchanged as of May 8, 2015 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 8, 2015 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.

⁽⁹⁾ 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 that can be exchanged as of May 8, 2015 are exchanged for shares of our common stock, that all of the limited partnership units held by other persons that can be exchanged as of May 8, 2015 are so exchanged, that all options for the purchase of shares of our common stock exercisable by May 8, 2015 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.

⁽¹⁰⁾ Includes 3,905,751 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 3,905,751 shares of common stock included, 131,775 shares are indirectly held through a trust of which Mr. Moghadam is the trustee, 750,942 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 2,219,089 of such shares.

⁽¹¹⁾ Includes 45,253 shares directly owned and 54,453 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.

⁽¹²⁾ Includes 184,101 shares directly owned and 2,811 shares held through a trust for which Mr. Reilly’s spouse is the trustee.

⁽¹³⁾ Includes 44,513 shares directly owned, 15,016 shares held in a trust for which Mr. Curless is the trustee and beneficiary, and 15,015 shares held through a trust for which Mr. Curless’ spouse is the trustee and beneficiary.

⁽¹⁴⁾ Includes 21,339 shares directly owned and 4,000 shares indirectly owned through accounts of Mr. Losh’s children.

⁽¹⁵⁾ Includes 20,724 shares that are directly owned and 92,532 shares that are held through a family trust of which Mr. Lyons is trustee.

⁽¹⁶⁾ Shares that may be acquired by May 8, 2015 includes 4,464 shares subject to vested stock options, 4,888 phantom shares and 16,804 DSUs and associated accrued DEUs deferred under the 2012 NQDC Plan which will be released upon Mr. Steuert’s retirement from the Board effective April 29, 2015, and 3,829 DSUs and associated accrued DEUs scheduled for distribution on May 3, 2015.

Certain Information with Respect to Executive Officers

During 2014, the executive officers of Prologis, Inc. were:

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Biographical summaries of the experience of our executive officers as of December 31, 2014, 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, 48, 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 the Kelley School of Business at Indiana University.

Eugene F. Reilly.    Chief Executive Officer, The Americas

Mr. Reilly, 53, 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. Mr. Reilly serves on the technical committee of FIBRA Prologis, a publicly traded Mexican REIT that is sponsored and managed by the company. 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, 49, 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. Mr. Nekritz serves on the technical committee of FIBRA Prologis, a publicly traded Mexican REIT that is sponsored and managed by the company. 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, 49, 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 the Trust’s global operations and fund business 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.

Michael S. Curless.    Chief Investment Officer

Mr. Curless, 51, 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, and he 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. Prior thereto, he was a marketing director with the Trammell Crow Company. Mr. Curless holds a Master of Business Administration in finance and marketing and a Bachelor of Science in finance from the Kelley School of Business at Indiana University.

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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 2014 for our named executive officers, as presented in the tables and narratives that follow. Our named executive officers for 2014 include all of our executive officers listed above.

Executive Summary

Compensation Philosophy and Structure

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. This compensation philosophy is reflected in our compensation program, key principles of which are:

Target direct compensation at market median

Outperformance compensation at high “reach” hurdles

Company Overview

We are the global leader in industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. Our investment strategy focuses on providing distribution facilities to

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customers whose businesses are tied to global trade. These customers must be able to move goods efficiently through the global supply chain. We have a deep worldwide presence of $52.8 billion (based on total assets under management) in our owned and managed portfolio, spanning 21 countries on four continents. We have deep knowledge of our localities, construction expertise, and a commitment to sustainable design across our portfolio. We lease modern distribution facilities to more than 4,700 customers and have longstanding relationships with multinational corporations that bring us repeat business across our portfolio.

Our strategy

The core elements of our long-held strategy are:

(1) develop, acquire, own, and manage the highest quality distribution facilities in premier locations in supply-constrained markets with high barriers to entry, which over the long term should result in higher relative rental rates and appreciation of property values;

(2) concentrate on longer-term leases with tenants of strong financial standing to enhance the quality and stability of our rental income;

(3) invest with partners and investors through public and private ventures. We deploy capital strategically with a focus on larger ventures of longer duration with leading global institutions, including accessing alternative sources of capital through publicly traded vehicles such as Nippon Prologis REIT, Inc. and FIBRA Prologis; and

(4) maintain average maturity of our debt financing generally in line with the longer-term nature of our assets to reduce our exposure to interest rate volatility, as well as the risk of having to refinance significant maturities in the face of adverse conditions in the credit markets.

Our business plan to execute this strategy spans multiple years; accordingly, we do not look solely at performance year-over-year.

Our 2014 performance

Earnings Performance: 2014 was a strong performance year with our results placing us ahead of our targets for most key performance metrics. Guided by our three-year strategic plan presented to stockholders in September 2013, we earned Core Funds from Operations (“Core FFO”) of $1.88 per diluted share, an increase of 14% over 2013. Our performance exceeded the top end of our initial guidance to our stockholders and the market, of $1.82 per diluted share. This strong earnings performance was driven primarily by operations as we were able to capitalize on rent recovery and harvested the gap between our in-place and market rents.

Portfolio Operations: Leased occupancy at December 31, 2014 was 96.1%, an increase of 100 basis points over the same period in 2013. Average occupancy for the full year was 94.6%. Rent change on rollover was positive for a second full year, ranging between 6.2% and 9.7% during each quarter of 2014. Same-store net operating income (“NOI”) growth was 3.7% for the full year.

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The Compensation Committee reviews management’s performance against key company performance measures, such as Core FFO, average occupancy, rent change on rollover, same-store NOI growth, development margins, our debt to adjusted EBITDA ratio, and our credit ratings as discussed above. Certain of these performance measures are non-GAAP measures. See “—2014 Compensation Decisions—Annual Bonus Opportunities” below for additional information on our key performance measures and targets. Under our long-term equity incentive plan, the Compensation Committee also considers our total shareholder return (“TSR”) performance over multiple periods in granting awards. Our three-year annualized TSR of 18.3% exceeded both the MSCI US REIT Index (also known as the “RMS”) and the Cohen and Steers Realty Majors Index (also known as the “RMP” or “Realty Majors”). Both indices are REIT benchmark indices designed to measure real estate equity performance.

Compensation Elements

Under our compensation program, we set a target level of total direct compensation (annual base salary, annual bonus opportunity, and annual long-term equity incentive award opportunity) generally at the market median. The target total direct compensation can deviate generally 20% above or below the median based on the various factors specific to each executive, including 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 comparison group of 10 large-cap REITs that are generally the largest internally-managed equity REITs by market capitalization. However, this comparison group does not compare to us in size, scope, or breadth of business taken as a whole. For the year ended December 31, 2014:

The combination of our global reach, our significant development platform, and our strategic capital business place us in a unique category that sets us apart from the companies in the comparison group, which may individually demonstrate strength in one or two of these categories, but not all three. None of the companies in the comparison group operate in more countries than we do. In fact, half of the companies in the comparison group operate only in the U.S. and only three of the companies operate in more than three countries. Further, none of the companies in the comparison group match the size and scope of our strategic capital business, which is not fully reflected in our consolidated balance sheet because many of our co-investment ventures are accounted for on an unconsolidated basis.

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Because our overall size, scope, and breadth exceeds that of most of the companies in the comparison group, our outperformance compensation plans provide additional compensation opportunities above the market median used to set target total direct compensation—but only when the company achieves certain extraordinary performance levels. We do not consider the outperformance compensation plans part of “target” total direct compensation because, if the company performs at “target,” no compensation will be earned under the outperformance compensation plans.

Direct Compensation Elements

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Other Compensation Elements

In addition to broad-based benefits, such as our 401(k) plan, health and welfare insurance coverage, paid time-off, life and accident insurance, and short and long-term disability programs, we offer senior level and change in control benefits.

Impact of Prologis Outperformance Plan on Reported Compensation

The Prologis Outperformance Plan is designed to only award extraordinary company performance. The value of these awards as of the grant date is included in the compensation of our named executive officers reported in the Summary Compensation Table at the time the named executive officer receives participation points—prior to any amounts actually being earned for the performance period. This presentation is misleading when the underlying outperformance hurdle is extremely difficult to achieve.

For the performance period that ended on December 31, 2014, a compensation pool did not fund, despite strong company performance. Compensation under this plan is paid only if our compound, annualized TSR (using a 20-day trailing stock price average) exceeds the MSCI US REIT Index by more than 100 basis points over the applicable performance period. Our annualized, compound TSR of 17.4% for this performance period exceeded the MSCI REIT Index by 50 basis points. However, even this significant level of performance did not surpass the 100 basis points hurdle under the Prologis Outperformance Plan for the performance period and, as a result, no compensation pool was funded. Nevertheless, the $2,520,000 award value for this performance period must be reported in the Summary Compensation Table for our chief executive officer for the year 2012. This $2,520,000 award value represents 27% of his reported compensation although this award will never be paid to him. The difficulty in achieving the outperformance hurdles is further evidenced in the projected values of the compensation pools for the 2013-2015 Performance Period and the 2014-2016 Performance Period, which were each assessed at zero at the end of 2014. The Prologis Outperformance Plan is discussed further below under “—Outperformance Compensation Plans—Prologis Outperformance Plans.”

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The following graphic illustrates the impact of the unearned Prologis Outperformance Plan awards on the total compensation of our chief executive officer for the three years that the Prologis Outperformance Plan has been in effect:

Impact of Non-binding Advisory Say-on-Pay Vote related to Executive Compensation for 2013

At our annual meeting in 2014, our stockholders approved our 2013 executive compensation with 87.6% of the voting power present in favor of our proposal. In connection with the annual meeting in 2014, we continued outreach efforts with our largest stockholders. As part of our outreach campaign, we discussed the measurements utilized in our annual long-term equity incentive program and our outperformance compensation plans with our investors. During the remainder of the year, we met regularly with our top investors and have not received any feedback regarding particular concerns about our compensation program.

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. Consistent with its strong commitment to our stockholders, the Compensation Committee regularly reviews our executive compensation program to ensure continued alignment between the interests of management and stockholders.

Governance Highlights

We have been recognized for our strong corporate governance by Green Street Advisors, an independent research advisory group focusing on REITs, which has ranked us as the top REIT in the area of corporate governance in its published rankings every year for the last 12 years.

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

Target compensation opportunity is largely performance-based

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Interests of our executives and stockholders are aligned

Our processes ensure Board independence and effectiveness

Executive Compensation Program Administration

Our executive compensation program is administered by the Compensation Committee. 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:

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Generally, our compensation program offers the same compensation structure to each member of our executive 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.

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 executives 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 executives, but were not the sole factor in any compensation decisions. See also “— 2014 Compensation Decisions.”

The Compensation Committee considers the total compensation of the named executive officers for a particular calendar year to be the annual base salary paid in that calendar year, the annual bonus opportunity based on the named executive officer’s performance during the that calendar year, and the long-term equity incentive award opportunity for the performance period that ends in that calendar year, even though the bonus and long-term equity incentive awards are determined by the Compensation Committee after the close of that 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 2014 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

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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.

Competitive Review by Independent Compensation Consultant

In May 2014, FW Cook conducted a competitive review to assist the Compensation Committee in determining target total direct compensation for the executive 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 comparison group comprised of 10 large-cap REITs that are generally the largest internally-managed equity REITs by market capitalization. The 10 REITs included in the competitive review are: American Tower Corporation, AvalonBay Communities, Inc., Boston Properties, Inc., Equity Residential, General Growth Properties, Inc., HCP, Inc., Public Storage, Inc., Simon Property Group, Inc., Ventas, Inc., and Vornado Realty Trust. The comparison group against which the pay opportunities of our executives are compared is not the same group of companies against which our relative performance is compared for purposes of our annual long-term equity incentive program or our Prologis Outperformance Plan (both described below).

Generally, the size of competitive pay opportunities tends to be correlated with company size, scope, and breadth of operations. Therefore the companies in the comparison group used to evaluate the competitiveness of our pay levels were selected regardless of their global reach or their asset class. Even so, the combination of our global reach, our significant development platform, and our strategic capital business place us in a unique category that sets us apart from the companies in the comparison group, which may individually demonstrate strength in one or two of these categories, but not all three.

Key findings from the competitive review were:

Considering the competitive review along with our company business strategies, objectives, and financial condition, the Compensation Committee increased the total direct compensation levels of the named executive officers as follows:

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2014 Compensation Decisions

In determining the final compensation payable to our named executive officers for 2014, 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, other additional significant factors were considered by the Compensation Committee including:

The compensation decisions with respect to the named executive officers’ compensation for 2014, as presented below in the Summary Compensation Table, are discussed below.

Annual Base Salary

Based on the factors outlined above, the Compensation Committee increased the annual base salary for Mr. Moghadam from $800,000 to $900,000 and for each of the other named executive officers from $500,000 to $550,000 effective July 1, 2014.

Annual Bonus Opportunity

The annual bonus opportunity for the named executive officers is based on a percentage of their annual base salary. For Mr. Moghadam, the target bonus 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 bonus is set at 125% of base salary with a minimum and maximum of 0% and 250%, respectively.

The Compensation Committee approved the measurement of the company’s performance for 2014 on the following key performance measures and targets derived from the priorities included in our 2014 business plan.