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)

 

 

Maryland (Prologis, Inc.)

 

 

001-13545 (Prologis, Inc.)

 

 

94-3281941 (Prologis, Inc.)

 

(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 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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))

 

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.

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

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.

 

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.

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

Hamid R. Moghadam

426,273,423

20,195,408

22,537,169

15,863,612

Cristina G. Bita

467,817,666

1,076,683

111,651

15,863,612

George L. Fotiades

462,935,622

5,950,749

119,629

15,863,612

Lydia H. Kennard

458,646,310

10,247,622

112,068

15,863,612

J. Michael Losh

445,814,281

22,594,672

597,047

15,863,612

Irving F. Lyons III

466,441,599

2,442,267

122,134

15,863,612

David P. O'Connor

465,557,370

3,328,718

119,912

15,863,612

Olivier Piani

467,550,783

1,334,757

120,460

15,863,612

Jeffrey L. Skelton

422,298,711

46,586,631

120,658

15,863,612

Carl B. Webb

466,396,132

2,157,655

452,213

15,863,612

William D. Zollars

463,980,390

4,905,533

120,077

15,863,612

 

2.

Advisory Vote to Approve the Company’s Executive Compensation for 2017

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

                                 436,265,120

                                   32,020,049

                                        720,831

                                   15,863,612

 

 

3.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2018.

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

                                 478,308,074

                                     6,440,123

                                        121,415

                                                  -  

 

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.

 

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


 

Exhibit

No.

 

Description

 

 

 

10.1

 

 

Amended and Restated Director Deferred Stock Unit Award Terms

 

 

 

 


Exhibit Index

 

Exhibit

No.

 

Description

10.1

 

 

Amended and Restated Director Deferred Stock Unit Award Terms

 

 

 

 

 


SIGNATURES

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

 

PROLOGIS, INC.

 

 

 

By:

 

/s/ Deborah K. Briones

Name:

 

Deborah K. Briones

Title:

 

SVP, Associate General Counsel

 

Date: May 7, 2018

 

PROLOGIS, L.P.

By: Prologis, Inc.,

its General Partner

 

 

 

By:

 

/s/ Deborah K. Briones

Name:

 

Deborah K. Briones

Title:

 

SVP, Associate General Counsel