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Securities registered pursuant to Section 12(b) of the Act:

 

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 the Securities Exchange Act of 1934 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.  ☐

 

 

 

On January 16, 2024, the Talent and Compensation Committee (the “Compensation Committee”) of the Board of Directors of Prologis, Inc. (the “Company”) approved a new form of Performance Stock Unit Agreement (the “PSU Agreement”) to be used to grant equity awards under the Company’s 2020 Long-Term Incentive Plan. Commencing with the 2024 performance year, the Compensation Committee will make no new awards to our chief executive officer (“CEO”), chief financial officer, president, chief legal officer, chief operating officer or chief investment officer (collectively, the “Applicable Officers”) under the Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan (which we generally refer to as “POP”). Instead, the Compensation Committee intends to grant each of the Applicable Officers an annual equity award, which in the case of our CEO will be 100% conditioned on performance and, in the case of the other Applicable Officers, will be 80% conditioned on performance and 20% conditioned on continued service to the Company. The performance-based component of the Applicable Officers’ equity awards will be granted pursuant to the terms of the PSU Agreement. Awards granted to the Applicable Officers under the PSU Agreement for the 2024 performance year will utilize a performance scale based on the Company’s percentile ranking in the MSCI U.S. REIT Index (the “Index”) for the January 1, 2024 to December 31, 2026 period (the “Three-year Performance Vesting Period”) and thereafter, if earned, will be subject to an additional two-year time vesting period as set forth in the PSU Agreement and a three-year lock-up following the Three-year Performance Vesting Period. Awards will range from 0% of target (in the event the Company is ranked below the 35 percentile of the Index) to 200% of target (if the Company is ranked in the 85 percentile of the Index or above), with target (100%) award value requiring the Company to be ranked in the 55 percentile of the Index and threshold (50% of target) award value requiring the Company to be ranked in the 35 percentile of the Index. The service-based component of equity awards granted to the Applicable Officers will vest ratably over a four-year period and will be conditioned on continued service to the .

The Compensation Committee also approved a form of amendment to our Fourth Amended and Restated Prologis Promote Plan (“PPP”) for the purpose of reducing the Bonus Pool (as defined in PPP) for awards made under PPP from 40 percent of Incentive Fees (as defined in PPP) to 25 percent of Incentive Fees.

 

(d) . The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

 

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.