Prologis Amends 8-K on Officer Changes, Compensation
Ticker: PLDGP · Form: 8-K/A · Filed: Jan 5, 2024 · CIK: 1045609
| Field | Detail |
|---|---|
| Company | Prologis, Inc. (PLDGP) |
| Form Type | 8-K/A |
| Filed Date | Jan 5, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.01, $600,000, $3,650,000 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: amendment, corporate-governance, executive-compensation
TL;DR
**Prologis filed an 8-K/A, updating details on executive changes and compensation from November 15, 2023.**
AI Summary
Prologis, Inc. and Prologis, L.P. filed an amended 8-K/A on January 5, 2024, to update their original November 15, 2023 filing. This amendment primarily concerns the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Financial Statements and Exhibits' sections. For investors, this matters because changes in executive compensation or board structure can signal shifts in corporate governance or strategic direction, potentially impacting future performance and stock value.
Why It Matters
This amendment provides updated information on executive and board changes, which can influence investor confidence and the company's strategic direction. Understanding these details helps investors assess leadership stability and potential future performance.
Risk Assessment
Risk Level: low — This filing is an amendment to a previous report, indicating clarification rather than a new, significant event, thus posing low immediate risk.
Analyst Insight
A smart investor would review the full amended filing to understand the specific changes in officer compensation or board structure, as these details could influence future company strategy and performance. This filing itself is an update, so no immediate action is required beyond understanding the clarification.
Key Numbers
- 001-13545 — Prologis, Inc. Commission File Number (Identifies Prologis, Inc.'s registration with the SEC.)
- 001-14245 — Prologis, L.P. Commission File Number (Identifies Prologis, L.P.'s registration with the SEC.)
- 94-3281941 — Prologis, Inc. I.R.S. Employer Identification No. (Unique tax identifier for Prologis, Inc.)
- 94-3285362 — Prologis, L.P. I.R.S. Employer Identification No. (Unique tax identifier for Prologis, L.P.)
Key Players & Entities
- Prologis, Inc. (company) — registrant of the 8-K/A filing
- Prologis, L.P. (company) — co-registrant of the 8-K/A filing
- November 15, 2023 (date) — date of the earliest event reported in the original 8-K
- January 5, 2024 (date) — date the 8-K/A was filed
- 001-13545 (number) — Commission File Number for Prologis, Inc.
FAQ
What is the purpose of this 8-K/A filing by Prologis, Inc. and Prologis, L.P.?
This 8-K/A filing is an Amendment No. 1 to a previous Current Report, providing updated information related to 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Financial Statements and Exhibits' as of the earliest event reported on November 15, 2023.
When was the earliest event reported in the original 8-K that this amendment refers to?
The earliest event reported in the original 8-K, to which this amendment refers, occurred on November 15, 2023.
What are the Commission File Numbers for Prologis, Inc. and Prologis, L.P.?
Prologis, Inc.'s Commission File Number is 001-13545, and Prologis, L.P.'s Commission File Number is 001-14245.
Where are Prologis, Inc. and Prologis, L.P. incorporated?
Prologis, Inc. is incorporated in Maryland, and Prologis, L.P. is incorporated in Delaware.
What specific items are being amended in this 8-K/A filing?
The specific items being amended are 'Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Item 9.01 Financial Statements and Exhibits'.
Filing Stats: 1,141 words · 5 min read · ~4 pages · Grade level 9.5 · Accepted 2024-01-05 16:01:05
Key Financial Figures
- $0.01 — istered Prologis, Inc. Common Stock, $0.01 par value PLD New York Stock Exchan
- $600,000 — , Mr. Andrus' annual base salary became $600,000 effective January 1, 2024. Mr. Andrus i
- $3,650,000 — ve equity award with a target amount of $3,650,000 for the first year. Actual amounts paya
Filing Documents
- d505191d8ka.htm (8-K/A) — 45KB
- g505191g882870g1115145312211.jpg (GRAPHIC) — 1KB
- 0001193125-24-003343.txt ( ) — 232KB
- pld-20231115.xsd (EX-101.SCH) — 5KB
- pld-20231115_cal.xml (EX-101.CAL) — 1KB
- pld-20231115_def.xml (EX-101.DEF) — 15KB
- pld-20231115_lab.xml (EX-101.LAB) — 25KB
- pld-20231115_pre.xml (EX-101.PRE) — 16KB
- d505191d8ka_htm.xml (XML) — 10KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective January 1, 2024, (as reported in our Form 8-K filed on November 15, 2023) Carter Andrus became Chief Operating Officer ("COO") of Prologis, Inc. (the "Company"), Joseph Ghazal became Chief Investment Officer ("CIO") of the Company and Gary Anderson, former Chief Operating Officer, moved into a senior advisor role with the Company. In connection with his appointment as COO, Mr. Andrus' annual base salary became $600,000 effective January 1, 2024. Mr. Andrus is eligible for an annual bonus with a target amount of 125% of his base salary and an annual incentive equity award with a target amount of $3,650,000 for the first year. Actual amounts payable as bonus and incentive equity awards to Mr. Andrus may be less than, greater than, or equal to such target amounts depending on the satisfaction of the terms and conditions of such awards. Mr. Andrus will also be eligible to receive awards under the Company's other incentive compensation plans applicable to executive officers, including the Fourth Amended and Restated Prologis Promote Plan ("PPP"), with the specific amount of such awards, if any, to be determined by the Talent and Compensation Committee (the "Compensation Committee") of the Company's Board of Directors at the time such awards are granted, as the case may be. The performance objectives applicable to Mr. Andrus' bonus, incentive equity and other incentive compensation awards will be substantially the same as the objectives established for the Company's other executive officers (such as those reported in our Proxy Statement filed on March 24, 2023). In connection with his appointment as CIO, Mr. Ghazal's annual base salary became $600,000 effective January 1, 2024. Mr. Ghazal is eligible for an annual bonus with a target amount of 125% of his base salary and an annual incentive equity awar
Financial Statements and Exhibits
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 10.1 Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K filed on August 16, 2013). 10.2 Amended Agreement Relating to Retirement Eligibility and Vesting of Equity-Based Awards of Prologis, L.P. dated May 3, 2023 (incorporated by reference to Exhibit 10.2 to Prologis' Quarterly Report on Form 10-Q filed on July 26, 2023). 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. PROLOGIS, INC. January 5, 2024 By: /s/ Deborah K. Briones Name: Deborah K. Briones Title: Managing Director and Deputy General Counsel PROLOGIS, L.P., By: Prologis, Inc., its general partner January 5, 2024 By: /s/ Deborah K. Briones Name: Deborah K. Briones Title: Managing Director and Deputy General Couns el