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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): February 20, 2025
 
 
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
Prologis, L.P.
   5.625% Notes due 2040   PLD/40   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 5.03.
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.
Date: February 21,
2025
     By:  
/s/ Deborah K. Briones
    Name:   Deborah K. Briones
    Title:   Chief Legal Officer and General Counsel
    PROLOGIS, L.P. By:
   
Prologis, Inc., its
   
General Partner
Date: February 21, 2025     By:  
/s/ Deborah K. Briones
    Name:   Deborah K. Briones
    Title:   Chief Legal Officer and General Counsel