Summary
Prologis, Inc. (PLD) filed an 8-K on December 9, 2019, detailing amendments to retirement eligibility waiver agreements for its Named Executive Officers (NEOs), including the CEO, Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, Chief Operations Officer, and Chief Customer Officer. These amendments, approved by the Talent and Compensation Committee, primarily adjust the terms related to continued vesting of equity awards under specific circumstances following termination of employment. The key change involves the continued vesting of applicable equity awards for NEOs who perform approved 'Good Works' or substantive services for the company after termination, provided they do not violate the non-compete provisions. This modification maintains the prior waiver of retirement eligibility benefits for equity awards granted after certain dates in 2017 and 2018. Investors should note that while this provides a potential pathway for continued award vesting, it is contingent on specific post-termination service and adherence to non-compete clauses.
Key Highlights
- 1Prologis amended retirement eligibility waiver agreements for its Named Executive Officers (NEOs) as of December 5, 2019.
- 2The amendments concern the continued vesting of equity awards granted after specific dates (January 1, 2017 for CEO, September 1, 2018 for other NEOs) and certain outperformance awards.
- 3NEOs will continue to waive retirement eligibility benefits for these specified equity awards.
- 4A significant change allows for continued vesting of awards if an NEO performs approved 'Good Works' or substantive services for Prologis after termination of employment.
- 5This continued vesting is contingent on the NEO not violating the non-compete provision outlined in the amendments.
- 6Violation of the non-compete provision will result in the forfeiture of applicable awards that would have otherwise vested due to approved 'Good Works' or substantive services.
- 7The filing includes the forms of these amendments as exhibits.