8-KRegulation FD

Prologis, Inc. 8-K Report, Regulation FD Disclosure (Aug 12, 2011)

Filed August 12, 2011For Securities:PLDPLDGP

Summary

This 8-K filing from Prologis, Inc. (PLD) on August 11, 2011, primarily discloses information regarding a pre-arranged stock option exercise plan by its co-chief executive officer and chairman, Hamid R. Moghadam. Mr. Moghadam has adopted a 10b5-1 plan to exercise vested stock options that expire in February 2012. Notably, the shares received from these option exercises, representing the gain, will be deferred into his deferred compensation plan, adhering to Section 409A of the Internal Revenue Code. This plan is designed to comply with SEC Rule 10b5-1 and company policies. Investors should note that this plan allows for the exercise of up to 264,343 shares. The filing also reiterates the company's commitment to public disclosure of all transactions under this plan. While not directly impacting the company's operational or financial performance, this disclosure provides transparency into executive compensation management and adherence to regulatory guidelines for insider transactions.

Key Highlights

  • 1Co-CEO and Chairman Hamid R. Moghadam adopted a 10b5-1 plan for stock options.
  • 2The plan allows for exercise of vested stock options expiring in February 2012.
  • 3Shares representing the gain from option exercises will be deferred into a deferred compensation plan.
  • 4The deferral is compliant with Section 409A of the Internal Revenue Code.
  • 5Up to 264,343 shares can be exercised under this plan.
  • 6The plan adheres to SEC Rule 10b5-1 and company stock transaction policies.
  • 7All transactions under the plan will be publicly disclosed via SEC filings.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose that Prologis' Co-CEO and Chairman, Hamid R. Moghadam, has adopted a pre-arranged 10b5-1 trading plan. This plan allows him to exercise certain vested stock options that are nearing their expiration date and defer the resulting gain into his deferred compensation account.

Mr. Moghadam is using a 10b5-1 plan to exercise stock options that expire in February 2012. This type of plan allows company insiders to buy or sell company stock at a predetermined time or price, providing a defense against accusations of insider trading by establishing a pre-set plan before any material non-public information becomes known.

This means that the profit realized from exercising the stock options (the difference between the exercise price and the market value of the shares at the time of exercise) will not be taken as immediate cash but will be held within Mr. Moghadam's deferred compensation account. This deferral is being conducted in compliance with Section 409A of the Internal Revenue Code, which governs non-qualified deferred compensation plans.

The plan allows for the exercise of up to 264,343 shares. This specific filing is a disclosure about an executive's personal stock option exercise and deferral plan. It does not directly represent a change in Prologis' operational strategy, assets, liabilities, or immediate financial performance. However, it provides transparency regarding executive compensation and compliance with trading regulations.