SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2020
(Exact name of registrant as specified in charter)
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Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) | | 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.) | | 94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.) |
(State or other jurisdiction | | | | (I.R.S. Employer
Identification No.) |
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Pier 1, Bay 1, San Francisco, California | | |
(Address of Principal Executive Offices) | | |
(Registrants’ Telephone Number, including Area Code):
(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 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| | | | | | Name of Each Exchange on Which
Registered |
| | Common Stock, $0.01 par value | | | | |
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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.
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Item 5.02. Departure of Directors or Certain Other Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of Prologis, Inc. (the “Company”) held on April 29, 2020, the Company’s stockholders approved and adopted the Prologis, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”).
All officers, directors and other employees, consultants, and independent contractors of the Company or its subsidiaries are eligible to become participants in the 2020 LTIP. The number of shares of common stock of the Company which may be issued under the 2020 LTIP shall be equal to 20,000,000 plus the aggregate number of shares available for issuance under our prior Prologis, Inc. 2012 Long-Term Incentive Plan. Awards can be in the form of stock options
(non-qualified
options and incentive stock options), stock appreciation rights (or SARs) and full value awards.
Stock
options may be granted with an exercise price of no less than fair market value of a share of common stock of the Company on the date of grant. Options shall expire, unless otherwise provided by the committee administering the 2020 LTIP (as defined in the 2020 LTIP), on the earliest of the one year anniversary from the participant’s termination date in the event of death, disability, or retirement, the three month anniversary from the participant’s termination date for reasons other than death, disability, retirement or cause, or the day prior to the participant’s termination date in the event of the participant’s termination for cause. In no event will a stock option expire later than the ten year anniversary of the grant date. Stock options and SARs cannot earn dividend equivalents
.
A SAR entitles the participant to receive the amount (in cash or in common stock) by which the fair market value of a specified number of shares of common stock on the exercise date exceeds an exercise price established by the committee but not less than fair market value of a share of stock on the date of grant. The expiration date of a SAR is subject to the same expiration provisions as stock options. SARs do not earn dividend equivalents.
A full value award is the grant of a number of shares of common stock or a right to receive a number of shares of common stock in the future. Full value awards may earn dividend equivalents while outstanding except that no dividend equivalents will be paid or settled on performance-based awards that have not been earned based on the performance criteria established.
Additional terms of the 2020 LTIP are described in the Prologis, Inc. Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 20, 2020.
The 2020 LTIP is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On April 29, 2020, J. Michael Losh retired from our board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of the Company held on April 29, 2020, the Company’s stockholders approved and adopted an amendment to the Company’s Articles of Incorporation (or the Articles of Amendment) to increase the number of shares of common stock that the Company has the authority to issue by 1,000,000,000 shares bringing the total authorized shares of common stock to 2,000,000,000.
The Articles of Amendment were filed with the State of Maryland on May 4, 2020 and are attached hereto as Exhibit 3.1 and is incorporated herein by reference.
