Summary
This 8-K filing from Prologis, Inc. (PLD) on March 27, 2018, primarily details voluntary changes made by named executive officers (NEOs) to their long-term incentive compensation. Specifically, the NEOs elected to apply a new 'Long-term Vesting Construct' to awards earned under the 2016-2018 and 2017-2019 performance periods of the 2016 Outperformance Plan. This new construct significantly extends the vesting period for a substantial portion of their earned awards. While 20% of earned amounts will be paid upon meeting performance hurdles, they will be subject to a holding requirement until six years after the performance period began. The remaining 80% will vest in a cliff event ten years after the performance period's start. Importantly, these NEOs did not receive any additional benefit for agreeing to this extended vesting, indicating a commitment to longer-term alignment with the company's performance. The filing also notes the execution of an Amended and Restated 2018 Outperformance Plan to further clarify provisions related to 'Good Works' for continued vesting.
Key Highlights
- 1Named executive officers (NEOs) voluntarily adopted a new 'Long-term Vesting Construct' for incentive awards.
- 2The construct impacts awards from the 2016-2018 and 2017-2019 performance periods.
- 320% of earned awards will have a six-year holding requirement from the performance period start.
- 480% of earned awards will be subject to cliff vesting in the tenth year after the performance period start.
- 5NEOs received no additional benefit for agreeing to the extended vesting terms.
- 6An Amended and Restated 2018 Outperformance Plan was executed to clarify 'Good Works' provisions.
- 7The filing incorporates the Amended and Restated Plan and award agreement amendments as exhibits.