Form 8-K Prologis, L.P. For: Dec 07 Filed by: Prologis, Inc.

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December 12, 2022 4:03 PM EST

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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): December 7, 2022

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)


Maryland (Prologis, Inc.)	001-13545 (Prologis, Inc.)	94-3281941 (Prologis, Inc.)
Delaware (Prologis, L.P.)	001-14245 (Prologis, L.P.)	94-3285362 (Prologis, L.P.)
(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

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 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))

Securities registered pursuant to Section 12(b) of the Act:


	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	PLD	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	PLD/29	New York Stock Exchange

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2022, the Talent and Compensation Committee of the Board of Directors of Prologis, Inc. (the “Company”) approved amendments to certain of the Company’s deferred compensation plans, including the (i) form of Third Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan, (ii) form of Second Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan, and (iii) form of Second Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan, which amendments more closely align plan participants’ installment payment options across the specified plans.

The form of Third Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan, form of Second Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan, and form of Second Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan have been included herewith as Exhibits 10.1, 10.2 and 10.3 respectively, and are incorporated herein by reference.

Item 9.01.

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 Third Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan

10.2		Form of Second Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan

10.3		Form of Second Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan

104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PROLOGIS, INC.

Date: December 12, 2022	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

Date: December 12, 2022	By:	/s/ Deborah K. Briones
	Name:	Deborah K. Briones
	Title:	Managing Director and Deputy General Counsel