8-K

PROLOGIS, INC.

Date: May 8, 2023

/s/ Deborah K. Briones

Name: Deborah K. Briones
Title: Managing Director and Deputy General Counsel

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): May 4, 2023

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 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Prologis, Inc. (the “Company”) held on May 4, 2023, the Company’s stockholders voted on the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 24, 2023.

Elect eleven directors to the Company’s Board of Directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.


Name	Votes For		Votes Against		Abstentions		Broker Non-Votes
Hamid R. Moghadam		735,027,008		43,835,230		23,366,559		29,958,875
Cristina G. Bita		796,060,623		5,265,693		902,481		29,958,875
James B. Connor		770,952,482		30,333,557		942,758		29,958,875
George L. Fotiades		683,607,740		110,259,986		8,361,071		29,958,875
Lydia H. Kennard		747,256,963		54,078,788		893,046		29,958,875
Irving F. Lyons III		766,542,734		34,768,877		917,186		29,958,875
Avid Modjtabai		796,139,650		5,168,194		920,953		29,958,875
David P. O’Connor		760,838,822		40,471,687		918,288		29,958,875
Olivier Piani		795,267,828		6,042,597		918,372		29,958,875
Jeffrey L. Skelton		682,697,091		111,207,149		8,324,557		29,958,875
Carl B. Webb		743,326,122		50,538,756		8,363,919		29,958,875

Advisory vote to approve the Company’s executive compensation for 2022.


Votes For	Votes Against	Abstentions	Broker Non-Votes
219,688,187	580,637,589	1,903,021	29,958,875

Advisory vote on the frequency of future advisory votes on the Company’s executive compensation.


One Year	Two Years	Three Years	Abstentions
786,383,064	181,673	14,830,427	833,633

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2023.


Votes For	Votes Against	Abstentions	Broker Non-Votes
793,282,983	38,511,839	392,850	0

In light of the outcome of the advisory vote (the “Say-on-Frequency Vote”) on the frequency of future advisory votes (each, a

“Say-on-Pay

Vote”) on the Company’s executive compensation, the Company has decided to include a

Say-on-Pay

Vote every year in the Company’s annual meeting proxy materials until the next required

Say-on-Frequency

Vote.

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.