8-K/AShareholder Matters

Prologis, Inc. 8-K/A Report, Shareholder Vote Results (Nov 3, 2011)

Filed November 3, 2011For Securities:PLDPLDGP

Summary

This 8-K Amendment No. 1 from Prologis, Inc. (formerly AMB Property Corporation) provides an update regarding the "Say-on-Pay" advisory vote on executive compensation. Following a merger of equals transaction with ProLogis on June 3, 2011, which resulted in significant changes to the company's board, stockholders, and management, Prologis has decided to hold both an advisory Say-on-Pay vote and an advisory vote on the frequency of future Say-on-Pay votes at its 2012 Annual Meeting of Stockholders. This amendment clarifies the company's plan in response to a previous advisory vote at the May 5, 2011 Annual Meeting where stockholders recommended that an advisory vote on executive compensation should be held annually. The significant corporate changes stemming from the merger have necessitated this revised approach to the Say-on-Pay vote timing and scope.

Key Highlights

  • 1Prologis, Inc. (formerly AMB Property Corporation) is filing an amendment to a previous 8-K report.
  • 2The amendment pertains to the "Say-on-Pay" advisory vote on executive compensation.
  • 3A merger of equals between AMB Property Corporation and ProLogis was completed on June 3, 2011, creating the new Prologis, Inc.
  • 4This merger led to significant changes in the company's board of directors, stockholders, and management.
  • 5The company will hold an advisory Say-on-Pay vote at its 2012 Annual Meeting of Stockholders.
  • 6An advisory vote on the frequency of future Say-on-Pay votes will also be held at the 2012 Annual Meeting.
  • 7This action is in response to a previous advisory stockholder recommendation for an annual Say-on-Pay vote.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report and serves to update investors on Prologis, Inc.'s plans regarding the advisory vote on executive compensation (Say-on-Pay), particularly in light of a recent merger.

Although stockholders recommended an annual Say-on-Pay vote previously, the significant changes resulting from the merger of AMB Property Corporation and ProLogis on June 3, 2011, have led the company to schedule both the Say-on-Pay vote and a vote on its frequency for the 2012 Annual Meeting of Stockholders.

The merger of equals between AMB Property Corporation and ProLogis, completed in June 2011, resulted in a new entity named Prologis, Inc., with substantial changes to its board, management, and structure. This significant corporate event is the primary reason for adjusting the timing and scope of the Say-on-Pay votes.

Yes, investors will have the opportunity to cast an advisory vote on the company's executive compensation (Say-on-Pay) at the 2012 Annual Meeting of Stockholders. They will also vote on how often these advisory votes should occur in the future.