What is the main change regarding retirement benefits for Prologis employees?

Prologis has updated its retirement eligibility criteria for accelerated or modified vesting of equity awards. Employees will now need to meet specific age and service requirements, either being at least 55 with 15 years of service, or at least 60 with a combined age and service total of 70. This change applies to the company's outperformance plan and various award agreements.

Who is affected by the new retirement eligibility rules?

The new rules impact participants in Prologis's outperformance plan and certain award agreements. However, the company's top executives, including the Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, CEO of Americas, and CEO of Europe and Asia (NEOs), have elected to waive these enhanced retirement benefits.

What does it mean for the NEOs to waive their retirement eligibility benefits?

By waiving these benefits, the NEOs will not receive accelerated or modified vesting of their equity awards upon meeting the new retirement eligibility thresholds. Instead, their equity awards will continue to vest according to the original terms as long as they continue to provide services to Prologis, whether as employees, directors, or consultants.

Is this waiver by executives a new development for Prologis?

No, this waiver is not entirely new. The filing notes that the form of waiver for the NEOs is substantially similar to a waiver voluntarily executed by the Chief Executive Officer in 2017. This suggests a consistent approach by Prologis's senior leadership regarding their equity awards and continued service.

PLD/PLDGP 8-K: Leadership Changes

Summary

Prologis, Inc. (PLD) filed an 8-K report on August 27, 2018, detailing changes to its retirement eligibility criteria for certain equity awards. The Talent and Compensation Committee approved amendments to the company's outperformance plan and award agreements, establishing new conditions for accelerated or modified vesting upon retirement. These conditions include a combination of age and years of service, specifically either reaching age 55 with 15 years of service, or reaching age 60 where age plus years of service equals 70. Crucially, the filing also discloses that the company's Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, CEO of Americas, and CEO of Europe and Asia (collectively, the NEOs) have elected to waive their eligibility for these enhanced retirement benefits. This waiver, effective after September 1, 2018, means their equity awards will continue to vest according to the original terms, as long as they continue to provide services to Prologis, irrespective of meeting the new retirement criteria. This move aligns with a similar waiver by the CEO in 2017 and suggests a commitment from key executives to remain actively involved with the company beyond traditional retirement ages.

Key Highlights

1Prologis amended its outperformance plan and award agreements to redefine retirement eligibility for accelerated/modified vesting of equity awards.
2New retirement eligibility requires either (A) age 55+ and 15+ years of service, or (B) age 60+ with age + years of service totaling 70+.
3Key executives (NEOs including CFO, CLO, CIO, and regional CEOs) have elected to waive these new retirement eligibility benefits.
4The waiver means the NEOs' equity awards will continue vesting based on continued service, not retirement eligibility, after September 1, 2018.
5This waiver by NEOs is similar to a voluntary waiver made by the CEO in 2017.
6The filing incorporates several exhibits detailing the amended plans and award agreements, including the NEO Retirement Eligibility Waiver.

Prologis, Inc. 8-K Report, Executive Changes (Aug 28, 2018)

Summary

Key Highlights

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