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 2, 2018
PROLOGIS, INC.
(Exact name of registrant as specified in charter)
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Maryland (Prologis, Inc.)
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001-13545 (Prologis, Inc.)
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94-3281941 (Prologis, Inc.)
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(State or other jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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Pier 1, Bay 1, San Francisco, California |
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94111 |
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(Address of Principal Executive Offices) |
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(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 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240 13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. □
At our Annual Meeting of Stockholders held on May 2, 2018, our stockholders approved by requisite vote 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 our Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 22, 2018.
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1. |
Elect eleven directors to our board of directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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Hamid R. Moghadam |
426,273,423 |
20,195,408 |
22,537,169 |
15,863,612 |
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Cristina G. Bita |
467,817,666 |
1,076,683 |
111,651 |
15,863,612 |
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George L. Fotiades |
462,935,622 |
5,950,749 |
119,629 |
15,863,612 |
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Lydia H. Kennard |
458,646,310 |
10,247,622 |
112,068 |
15,863,612 |
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J. Michael Losh |
445,814,281 |
22,594,672 |
597,047 |
15,863,612 |
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Irving F. Lyons III |
466,441,599 |
2,442,267 |
122,134 |
15,863,612 |
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David P. O'Connor |
465,557,370 |
3,328,718 |
119,912 |
15,863,612 |
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Olivier Piani |
467,550,783 |
1,334,757 |
120,460 |
15,863,612 |
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Jeffrey L. Skelton |
422,298,711 |
46,586,631 |
120,658 |
15,863,612 |
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Carl B. Webb |
466,396,132 |
2,157,655 |
452,213 |
15,863,612 |
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William D. Zollars |
463,980,390 |
4,905,533 |
120,077 |
15,863,612 |
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2. |
Advisory Vote to Approve the Company’s Executive Compensation for 2017 |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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436,265,120 |
32,020,049 |
720,831 |
15,863,612 |
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3. |
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2018. |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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478,308,074 |
6,440,123 |
121,415 |
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Item 8.01 Other Items
On May 2, 2018, our board of directors approved a form of Amended and Restated Director Deferred Stock Unit Award Terms applicable to certain deferred stock unit awards granted to our directors under our 2012 Long-term Incentive Plan. The award terms were amended to reflect that, unless otherwise elected, deferred stock unit awards will generally be paid upon the earlier of termination of directorship or the end of a three-year deferral period.
The form of Director Deferred Stock Unit Award Terms is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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10.1
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Amended and Restated Director Deferred Stock Unit Award Terms
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2018
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PROLOGIS, INC. |
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By: |
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/s/ Deborah K. Briones |
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Name: |
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Deborah K. Briones |
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Title: |
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SVP, Associate General Counsel |
Date: May 7, 2018
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PROLOGIS, L.P. By: Prologis, Inc., its General Partner |
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By: |
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/s/ Deborah K. Briones |
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Name: |
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Deborah K. Briones |
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Title: |
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SVP, Associate General Counsel |