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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): September 21, 2022
 
 
 
LOGO
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
 
 
 
         
Maryland (Prologis, Inc.)
  
001-13545
(Prologis, Inc.)
  
94-3281941
(Prologis, Inc.)
Delaware (Prologis, L.P.)
  
001-14245
(Prologis, L.P.)
  
94-3285362
(Prologis, L.P.)
(State or other jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
     
Pier 1, Bay 1, San Francisco, California
  
94111
(Address of Principal Executive Offices)
  
(Zip Code)
Registrants’ Telephone Number, including Area Code:
(415) 394-9000
N/A
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
             
   
Title of Each Class
  
Trading
Symbol(s)
  
Name of Each Exchange
on Which Registered
Prologis, Inc.
  
Common Stock, $0.01 par value
  
PLD
  
New York Stock Exchange
Prologis, L.P.
  
3.000% Notes due 2026
  
PLD/26
  
New York Stock Exchange
Prologis, L.P.
  
2.250% Notes due 2029
  
PLD/29
  
New York Stock Exchange
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.
As reported in the registrant’s press release dated September 27, 2022, the Board of Directors (the “Board”) of
Prologis
, Inc. (the “Company”) appointed Daniel Letter as President of the Company and Eugene Reilly as Vice Chairman of the Company, each effective January 1, 2023.
Mr. Letter, age 45, has served as Global Head of Capital Deployment since January 2021 and prior thereto held various positions with the Company since joining in 2004, including as President, Central Region. Mr. Reilly, age 61, has served as the Company’s Chief Investment Officer since March 2019 and prior thereto held various positions with the Company since joining in 2003, including as CEO of the Americas from 2011-2019.
On September 21, 2022, the Talent and Compensation Committee of the Board of the Company approved an amendment to the form of omnibus LTIP Unit Award Agreement to be used in connection with the Company’s 2020 Long-Term Incentive Plan to improve administrative efficiency. The form of omnibus LTIP Unit Award Agreement is included herewith as Exhibit 10.1 and is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
(d)    Exhibits
 
     
Exhibit
No.
   
Description
   
10.1    Form of LTIP Unit Award Agreement (Omnibus 2022)
   
99.1    Press Release, dated September 27, 2022
   
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, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
             
        PROLOGIS, INC.
       
September 27, 2022       By:  
/s/ Deborah K. Briones
        Name:   Deborah K. Briones
        Title:   Managing Director and Deputy General Counsel
 
             
       
PROLOGIS, L.P.,
        By:   Prologis, Inc., its general partner
       
September 27, 2022       By:  
/s/ Deborah K. Briones
        Name:   Deborah K. Briones
        Title:   Managing Director and Deputy General Counsel
 
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