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Form 8-K Prologis, L.P. For: Sep 28 Filed by: Prologis, Inc.

September 29, 2022 4:03 PM EDT

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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): September 28, 2022

 

 

PROLOGIS, INC.

 

PROLOGIS, L.P.

(Exact name of registrant as specified in its 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:

 

¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication 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 2022   PLD/22   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.   ¨

 

 

Co-Registrant CIK 0001045610
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2022-09-28
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Entity Emerging Growth Company false
Co-Registrant AddressLine1 Pier 1
Co-Registrant AddressLine2 Bay 1
Co-Registrant City San Francisco
Co-Registrant State California
Co-Registrant ZipCode 94111
Co-Registrant CityAreaCode 415
Co-Registrant LocalPhoneNumber 394-9000

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 28, 2022, at a Special Meeting of Stockholders (the “Special Meeting”) of Prologis, Inc. (“Prologis” or the “Company”), the holders of shares of common stock, par value $0.01 per share, of the Company (“Prologis Common Stock”) voted on the (i) approval of the issuance of shares of Prologis Common Stock in connection with the merger of Duke Realty Corporation, an Indiana corporation (“Duke Realty”), with and into Compton Merger Sub LLC, a newly created wholly owned subsidiary of Prologis (“Prologis Merger Sub”) with Prologis Merger Sub continuing as the surviving entity, pursuant to which each outstanding share of common stock, par value $0.01 per share, of Duke Realty will be converted into the right to receive 0.475 of a newly issued share of Prologis Common Stock, in each case, pursuant to, and on the terms and conditions set forth in, the Agreement and Plan of Merger, dated as of June 11, 2022, as it may be amended or supplemented from time to time, by and among the Company, Prologis, L.P., Prologis Merger Sub, Compton Merger Sub OP LLC, Duke Realty and Duke Realty Limited Partnership, (the “Common Stock Issuance Proposal”); and (ii) approval of one or more adjournments of the Special Meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Common Stock Issuance Proposal (the “Adjournment Proposal”).

 

There were 740,376,650 shares of Prologis Common Stock outstanding and entitled to vote on August 8, 2022, the record date for the Special Meeting, and 644,328,895 shares of Prologis Common Stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

 

At the Special Meeting, the Common Stock Issuance Proposal was approved by the holders of Prologis Common Stock. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Common Stock Issuance Proposal.

 

The final voting results from the Special Meeting were as follows:

 

Proposal 1. Common Stock Issuance Proposal.

 

Votes For  Votes Against   Abstentions   Broker Non-Votes
643,296,366  374,996   657,533   N/A

 

Proposal 2. Adjournment Proposal.

 

Votes For  Votes Against   Abstentions   Broker Non-Votes
577,560,201  65,980,904   787,790   N/A

 

Item 8.01. Other Events.

 

On September 28, 2022, Prologis and Duke Realty issued a joint press release announcing the results of the voting at the Special Meeting and at the special meeting of shareholders of Duke Realty, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Joint Press Release, dated September 28, 2022.
104   Cover Page Interactive Data File (embedded within the iXBRL 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.
   
  By: /s/ Deborah K. Briones
  Name: Deborah K. Briones
  Title: Managing Director, Deputy General Counsel
   
  PROLOGIS, L.P.
   
  By: Prologis, Inc.,
    its General Partner
   
  By: /s/ Deborah K. Briones
  Name: Deborah K. Briones
  Title: Managing Director, Deputy General Counsel

 

Dated: September 29, 2022

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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XBRL TAXONOMY EXTENSION LABEL LINKBASE

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IDEA: tm2224957d7_8k_htm.xml

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

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