8-K: Current report filing
Published on December 10, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2019
(Exact name of registrant as specified in charter)
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(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants’ Telephone Number, including Area Code: (415 394-9000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Prologis, Inc. |
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Prologis, L.P. |
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Prologis, L.P. |
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Prologis, L.P. |
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Prologis, L.P. |
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Prologis, L.P. |
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Prologis, L.P. |
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Prologis, L.P. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 5, 2019, the Talent and Compensation Committee of our board of directors approved forms of amendments (the “Amendments”) to the waivers of retirement eligibility related benefits previously executed by our Chief Executive Officer, Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, our Chief Operations Officer and our Chief Customer Officer (collectively, the “NEOs”).
In their original waivers, such NEOs voluntarily elected to forgo retirement eligibility benefits related to their equity awards granted after January 1, 2017 (in the case of our Chief Executive Officer) (the “CEO Effective Date”) and after September 1, 2018 (in the case of the other NEOs) (the “Other NEO Effective Date”). Under the Amendments, the NEOs’ retirement eligibility benefits will continue to be waived to the same extent as provided in their original waivers.
Generally, with respect to any equity award granted to the NEOs after the CEO Effective Date or the Other NEO Effective Date, as applicable, and outperformance awards for performance periods starting in 2016, the Amendments will allow for continued vesting of applicable equity awards after termination of employment if an NEO performs approved Good Works (as defined in the Amendments) or substantive services for the company. If the NEO violates the
non-compete
provision contained in the Amendments, then vesting allowed by approved Good Works or substantive services under the Amendment will cease, forfeiting applicable awards.Item 9.01. |
Financial Statements and Exhibits. |
(d) . The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
Exhibits
Exhibit No. |
Description |
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10.1 |
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10.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 10, 2019 |
PROLOGIS, INC. |
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By: |
/s/ Deborah K. Briones |
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Name: |
Deborah K. Briones |
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Title: |
Senior Vice President, Associate General Counsel |
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Date: December 10, 2019 |
PROLOGIS, L.P. By: Prologis, Inc., its General Partner |
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By: |
/s/ Deborah K. Briones |
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Name: |
Deborah K. Briones |
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Title: |
Senior Vice President, Associate General Counsel |
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