8-K

PROLOGIS, INC.

Date: May 13, 2025

/s/ Deborah K. Briones

Deborah K. Briones

Chief Legal Officer and 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 8, 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 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Prologis, Inc. (the “Company”) held on May 8, 2025, 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 28, 2025.

Elect twelve 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		741,540,019		51,340,740		23,169,751		30,129,855
Cristina G. Bita		813,524,230		1,580,044		946,236		30,129,855
James B. Connor		791,361,576		23,756,386		932,548		30,129,855
George L. Fotiades		766,018,373		49,030,657		1,001,480		30,129,855
Lydia H. Kennard		742,427,125		72,679,700		943,685		30,129,855
Daniel S. Letter		793,152,790		21,939,959		957,761		30,129,855
Irving F. Lyons III		781,044,390		34,032,906		973,214		30,129,855
Guy A. Metcalfe		807,751,100		7,337,078		962,332		30,129,855
Avid Modjtabai		807,997,557		6,120,181		1,932,772		30,129,855
David P. O’Connor		793,039,832		22,067,393		943,285		30,129,855
Olivier Piani		808,237,605		6,857,223		955,682		30,129,855
Sarah A. Slusser		812,354,015		2,735,484		961,011		30,129,855

Advisory vote to approve the Company’s executive compensation for 2024.


Votes For	Votes Against	Abstentions	Broker Non-Votes
743,090,610	71,825,351	1,134,549	30,129,855

Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2025.


Votes For	Votes Against	Abstentions	Broker Non-Votes
795,489,568	50,411,188	279,609	0

Stockholder proposal titled “Support a Reasonable Shareholder Ability to Call for a Special Shareholder Meeting.”


Votes For	Votes Against	Abstentions	Broker Non-Votes
355,591,697	459,253,004	1,205,809	30,129,855

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

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.