Prologis, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: PLDGP · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 1045609

Prologis, Inc. DEF 14A Filing Summary
FieldDetail
CompanyPrologis, Inc. (PLDGP)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$1.2 billion, $25 million, $5.5B
Sentimentneutral

Sentiment: neutral

Topics: Prologis, PLDGP, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>Prologis, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year 2023, detailing executive compensation and corporate governance.</b>

AI Summary

Prologis, Inc. (PLDGP) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Prologis, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at Pier 1 Bay 1, San Francisco, CA. Prologis, Inc. was formerly known as AMB Property Corp, with a name change date of September 16, 1997. The filing includes data related to stock awards, bonuses, and dividends for both PEO and Non-PEO members for the fiscal year 2023.

Why It Matters

For investors and stakeholders tracking Prologis, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding the company's governance, executive compensation structure, and voting matters ahead of the annual meeting. Shareholders can use this document to make informed decisions on proposals, director elections, and executive pay, impacting their investment in Prologis.

Risk Assessment

Risk Level: — Prologis, Inc. shows moderate risk based on this filing. The filing is a standard DEF 14A proxy statement, which is a routine disclosure for public companies and does not contain new material financial or operational information that would significantly alter the risk profile.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management's incentives and potential governance changes.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-03-29 — Filing Date (Date of Report)
  • 1997-09-16 — Former Company Name Change Date (Historical Information)

Key Players & Entities

  • Prologis, Inc. (company) — Registrant Name
  • Pier 1 Bay 1, San Francisco, CA (location) — Business Address
  • AMB Property Corp (company) — Former Company Name
  • 19970916 (date) — Date of Name Change
  • 2024-03-29 (date) — Filing Date
  • 2023-12-31 (date) — Fiscal Year End

FAQ

When did Prologis, Inc. file this DEF 14A?

Prologis, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Prologis, Inc. (PLDGP).

Where can I read the original DEF 14A filing from Prologis, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Prologis, Inc..

What are the key takeaways from Prologis, Inc.'s DEF 14A?

Prologis, Inc. filed this DEF 14A on March 29, 2024. Key takeaways: Prologis, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at Pier 1 Bay 1, San Francisco, CA..

Is Prologis, Inc. a risky investment based on this filing?

Based on this DEF 14A, Prologis, Inc. presents a moderate-risk profile. The filing is a standard DEF 14A proxy statement, which is a routine disclosure for public companies and does not contain new material financial or operational information that would significantly alter the risk profile.

What should investors do after reading Prologis, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management's incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does Prologis, Inc. compare to its industry peers?

Prologis operates as a Real Estate Investment Trust (REIT) in the real estate sector, focusing on industrial and logistics properties.

Are there regulatory concerns for Prologis, Inc.?

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, which governs the content of proxy statements.

Industry Context

Prologis operates as a Real Estate Investment Trust (REIT) in the real estate sector, focusing on industrial and logistics properties.

Regulatory Implications

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, which governs the content of proxy statements.

What Investors Should Do

  1. Analyze the compensation details for named executive officers.
  2. Review the proposals to be voted on by shareholders.
  3. Note any changes in corporate governance practices outlined in the filing.

Key Dates

  • 2024-03-29: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2023-12-31: Fiscal Year End — Period covered by the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No prior filing details are provided for comparison within this document.

Filing Stats: 4,454 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-03-29 07:02:35

Key Financial Figures

  • $1.2 billion — ctively. In 2023 alone, we earned over $1.2 billion of fees and Promotes from our Strategic
  • $25 million — nnual Summary Compensation Table pay at $25 million Reduced the potential pool for Prolog
  • $5.5B — tegic Capital fees and Promotes totaled $5.5B. Prologis Essentials – our platform

Filing Documents

Executive Compensation

Executive Compensation 41 Compensation Discussion and Analysis 42 CD&A Highlights 43 Letter from the Talent and Compensation Committee 44 Stockholder Outreach and Compensation Program Improvements 52 Prologis Business Overview 58 Compensation Benchmarking Peer Group 60 2023 Compensation Determinations 61 2023 Chief Executive Officer Compensation 65 2023 Core Compensation: Annual Bonus Opportunity 73 2023 Core Compensation: Annual LTI Equity Awards 76 2023 Outperformance Compensation: PPP 81 2023 Outperformance Compensation: POP 84 Other Compensation Elements and Considerations 88 Talent and Compensation Committee Report 89 Summary Compensation Table for Fiscal Year 2023 93 Grants of Plan-Based Awards in Fiscal Year 2023 99 Outstanding Equity Awards at Fiscal Year-End (December 31, 2023) 103 Option Exercises and Stock Vested in Fiscal Year 2023 105 Nonqualified Deferred Compensation in Fiscal Year 2023 109 Potential Payments Upon Termination or Change in Control 113 CEO Pay Ratio 114 Pay Versus Performance 117 Non-binding, Advisory Vote to Approve the Company's Executive Compensation for 2023 (Proposal 2) 118 Director Compensation 120 Nonqualified Deferred Compensation Plans for Directors 121 Director Compensation for Fiscal Year 2023 123

Security Ownership

Security Ownership 126 Equity Compensation Plans 127 Audit Matters 128 Audit Committee Report 129 Independent Public Accountant 130 Ratification of the Appointment of the Independent Public Accountant (Proposal 3) 131 Proposal to Amend the Company's Charter to Reduce Stockholder Voting Thresholds (Proposal 4) 132 Proposal to Amend the Company's Bylaws to Reduce Stockholder Voting Thresholds (Proposal 5) 133 Stockholder Proposal Titled "Simple Majority Vote" (Proposal 6) 135 Additional Information 136 Proxy and Annual Meeting FAQ 142 Submitting Stockholder Proposals 144 Delinquent Section 16(a) Reports 145 Annual Report to Stockholders and Corporate Governance Documents A-1 Appendix A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures B-1 Appendix B: Articles of Amendment C-1 Appendix C: Tenth Amended and Restated Bylaws This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the annual meeting of the Stockholders. Please read it carefully. The following summary highlights information contained in this Proxy Statement. This summary does not contain all the information you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding our 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023. All company operational information in this Proxy Statement is for the year ended or as of December 31, 2023, unless otherwise noted. See Appendix A for definitions and discussion of non-GAAP measures and reconciliations to GAAP measures and for additional detail regarding definitions of terms as generally explained in the Proxy Statement. References in this Proxy Statement to "we," "us," "our," the "company," and "Prologis" refer to Prologis, Inc. and its subsidiaries, unless the context otherwise requires. Table of Co

Executive Compensation Program Improvements

Executive Compensation Program Improvements Based on analysis by our Compensation Committee and feedback received from stockholders during outreach since our 2023 annual meeting, the Committee adopted various improvements to our executive compensation program: Simplified equity awards for executives Capped CEO Compensation Reduced the potential pool for PPP awards Implemented a new LTI equity program and discontinued POP for executive officers Capped our current CEO's total annual Summary Compensation Table pay at $25 million Reduced the potential pool for Prologis Promote Plan awards from 40% of Promotes to 25% starting with new performance-based awards made in 2024. for performance years beginning with 2024. beginning with Promote fees earned in 2024. PROLOGIS PROXY STATEMENT|MARCH 29, 2024 2 Table of Contents PROXY SUMMARY 2023 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS We Have a Long-Standing Record of ESG Leadership 1 GW of solar by 2025 #1 in ESG We achieved more than 500 megawatts of on-site solar in 2023, halfway to our goal of 1 gigawatt. The top REIT ESG program by Institutional Investor 2023. 21 consecutive years Top 10% in sustainability Named a leading REIT in corporate governance by Green Street for 21 consecutive years. Recognized in the Dow Jones Sustainability World Index. For further detail, please see "Board of Directors and Corporate Governance"; "Environmental, Social and Governance Priorities" and "Compensation Discussion and Analysis." PROLOGIS PROXY STATEMENT|MARCH 29, 2024 3 Table of Contents PROXY SUMMARY Proposals Submitted to Vote at the 2024 Annual Meeting We are asking our stockholders of record as of the close of business on March 12, 2024, to consider and vote on the following matters at our 2024 annual meeting of stockholders to be held on May 9, 2024. Please see the section entitled "Additional Information" for details on how to vote and the vote required to

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