8-KLeadership ChangesExhibits & Filings

Prologis, Inc. 8-K Report, Executive Changes (Nov 24, 2006)

Filed November 24, 2006For Securities:PLDPLDGP

Summary

This Form 8-K filing by AMB Property Corporation (predecessor to Prologis, Inc.) on November 24, 2006, announces significant leadership changes. Effective December 1, 2006, W. Blake Baird will resign as President and a Director. Concurrently, it was announced that Michael A. Coke, the Chief Financial Officer, will retire in 2007. Both executives have entered into separation agreements outlining their departure terms. Mr. Baird's agreement includes severance pay, bonus payout, vesting of restricted stock and options, and executive retiree benefits, alongside non-compete and non-solicitation clauses. Mr. Coke's agreement details his transition out of his CFO role, continued employment for a transition period, severance, bonus payouts, vesting of equity awards, and also includes non-compete and non-solicitation provisions. Hamid R. Moghadam, CEO and Chairman, is expected to assume the role of President in addition to his current duties.

Key Highlights

  • 1W. Blake Baird to resign as President and Director effective December 1, 2006.
  • 2Michael A. Coke, CFO, announced plans to retire in 2007.
  • 3Separation agreements have been executed with both Mr. Baird and Mr. Coke.
  • 4Mr. Baird's separation includes severance, bonus payout, accelerated vesting of stock and options, and executive retiree benefits.
  • 5Mr. Coke's separation includes severance, bonus payouts, prorated incentive awards, continued health coverage, and accelerated vesting of stock and options.
  • 6Hamid R. Moghadam, CEO and Chairman, is expected to assume the additional title of President.
  • 7The filing includes separation agreements as exhibits, detailing the terms of each executive's departure.

Frequently Asked Questions

The 8-K filing does not state specific reasons for the departures beyond Mr. Coke's planned retirement. Mr. Baird's departure is presented as a resignation. Both executives have entered into separation agreements with the company.

Mr. Baird's separation agreement involves significant payouts, including his 2006 bonus ($700,000) and long-term incentive award ($1,300,000), accelerated vesting of 60,757 restricted shares and 51,293 stock options, and eligibility for executive retiree benefits. These are expenses that will be recognized by the company.

Mr. Coke's retirement will involve severance payments, his 2006 bonus, prorated 2007 bonus and 2008 long-term incentive awards, continued health coverage during a transition period, and accelerated vesting of 15,316 restricted shares and 9,816 stock options. The company will also incur costs related to transitioning his responsibilities to a successor.

Hamid R. Moghadam, the current CEO and Chairman, is expected to assume the role of President in addition to his existing duties. The company has not yet named a successor for Mr. Coke as CFO, but his separation agreement allows for a transition period until July 20, 2007.