8-K: Current report filing
Published on February 21, 2025
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): February 20, 2025
(Exact name of registrant as specified in charter)
(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) |
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
|
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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. |
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 20, 2025, the Board of Directors of Prologis, Inc. (the “Company”) approved the Eleventh Amended and Restate Bylaws of the Company. The Company’s amended and restated bylaws, among other things, provide that stockholders entitled to cast at least 20% of all votes entitled to be cast at the special meeting may call such a meeting, subject to the terms of the bylaws. Prior to this amendment and restatement, the bylaws provided that at least 50% of all votes entitled to be cast at the meeting were required to call a special meeting.
The foregoing summary of the Eleventh Amended and Restated Bylaws is qualified in its entirety by reference to the text of the bylaws, which is attached as Exhibit 3.1 to this Form
8-K
and is incorporated by reference into this Item 5.03. | Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits.
The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above. Exhibit No. |
Description |
|
| 3.1 | Eleventh Amended and Restated Bylaws of Prologis, Inc. | |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. | |
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.
PROLOGIS, INC. |
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| Date: February 21, 2025
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By: | /s/ Deborah K. Briones |
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| Name: | Deborah K. Briones | |||||
| Title: | Chief Legal Officer and General Counsel | |||||
| PROLOGIS, L.P. By: | ||||||
Prologis, Inc., its |
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General Partner |
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| Date: February 21, 2025 | By: | /s/ Deborah K. Briones |
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| Name: | Deborah K. Briones | |||||
| Title: | Chief Legal Officer and General Counsel | |||||