| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 23, 2018, our talent and compensation committee (the “Compensation Committee”) of our board of directors approved amendments and/or restatements to our outperformance plan and certain of our form award agreements to reflect a change to our retirement eligibility threshold. Upon attaining this retirement eligibility threshold and upon certain conditions, certain participants will be eligible for benefits under our compensation program allowing for accelerated or modified vesting of certain equity awards. Our new retirement eligibility threshold is as follows:
“Retirement Eligibility” means the occurrence of either one of the following criteria: (A) the applicable grantee has attained at least age 55 and has completed at least fifteen years of service with us and related companies (including any predecessors thereto) or (B) the applicable grantee has attained at least age 60 and the sum of his or her age and years of service with us and related companies (including any predecessors thereto) equals or exceeds seventy.
On August 23, 2018, the Compensation Committee also approved a form of waiver (the “NEO Retirement Eligibility Waiver”) of retirement eligibility related benefits in our equity awards granted to our Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, our CEO, the Americas and our CEO, Europe and Asia (collectively, the “NEOs”). Such NEOs intend to voluntarily elect to execute such waiver to forgo retirement eligibility benefits effective after September 1, 2018. Such form of waiver is substantially similar to the waiver of retirement eligibility benefits our Chief Executive Officer volunteered to execute in 2017.
Generally, with respect to any equity award granted to the NEOs under our current incentive plans or programs after September 1, 2018, such waiver will (1) make the applicable NEO ineligible for any accelerated, full or modified vesting pursuant to retirement eligibility requirements of any applicable plan or award and (2) for so long as the NEO continues to provide services as an employee or member of the board of directors, or substantive services as a consultant, independent contractor or agent to us or related companies (as defined in the agreement), vesting shall continue in accordance with the applicable plan and award document, as if the applicable NEO was providing continuous services as our employee for so long as such service relationship continues.
The Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan, the form of Outperformance Plan LTIP Unit Award Agreement, the form of LTIP Unit Award Agreement to be used in connection with our bonus exchange program, the form of omnibus LTIP Unit Award Agreement, the form of global Restricted Stock Unit (“RSU”) Agreement, the form of RSU Agreement to be used in connection with the election of certain participants to receive LTIP units or RSUs in settlement of certain equity awards and the form of NEO Retirement Eligibility Waiver have been included herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan |
| |
| 10.2 | | Form of Outperformance Plan LTIP Unit Award Agreement |
| |
| 10.3 | | Form of LTIP Unit Award Agreement (Bonus Exchange) |
| |
| 10.4 | | Form of LTIP Unit Award Agreement (Omnibus) |
| |
| 10.5 | | Form of RSU Agreement (Global) |
| |
| 10.6 | | Form of RSU Agreement (LTIP Unit Election) |
| |
| 10.7 | | Form of NEO Retirement Eligibility Waiver |
