Prologis

As reported in the registrant’s press release dated September 27, 2022, the Board of Directors (the “Board”) of Prologis , Inc. (the “Company”) appointed Daniel Letter as President of the Company and Eugene Reilly as Vice Chairman of the Company, each effective January 1, 2023. Mr. Letter, age 45, has served as Global Head of Capital Deployment since January 2021 and prior thereto held various positions with the Company since joining in 2004, including as President, Central Region. Mr. Reilly, age 61, has served as the Company’s Chief Investment Officer since March 2019 and prior thereto held various positions with the Company since joining in 2003, including as CEO of the Americas from 2011-2019.

Effective April 1, 2022, (as reported in our Form 8-K filed on February 15, 2022) Thomas S. Olinger stepped down as Chief Financial Officer of Prologis, Inc. (the “Company”) and Timothy D. Arndt became the Chief Financial Officer of the Company. Mr. Arndt, age 49, has served as the Company’s Treasurer since December 31, 2013, overseeing global capital raising and planning, as well as playing a key role in the company’s M&A activities. Prior thereto, Mr. Arndt held various positions with the Company since joining AMB Property Corporation (“AMB”), Prologis’ predecessor company, in 2004, including as head of corporate planning and as a part of the Company’s global deployment team. Prior to joining AMB, he worked in real estate strategy at Gap Inc. and in debt capital markets at Forest City Enterprises. Mr.

As reported in the registrant’s press release dated February 15, 2022, Thomas S. Olinger, Chief Financial Officer of Prologis, Inc., has announced his intention to retire, effective April 1, 2022. The registrant also reported that Timothy D. Arndt will be the new Chief Financial Officer effective April 1, 2022. Mr. Arndt, age 49, has served as Managing Director, Treasurer since December 31, 2013 and prior thereto held various positions with the company since joining in 2004, including as head of corporate planning and as a part of the company’s global deployment team.

On December 1, 2021, the Talent and Compensation Committee of the Board of Directors of Prologis, Inc. approved the Third Amended and Restated Prologis Promote Plan, replacing the Second Amended and Restated Prologis Promote Plan. This Third Amended and Restated Prologis Promote Plan amends and restates the earlier plan to align the awards granted to all participants under the plan with the awards granted to Senior Executives (as previously defined under the Second Amended and Restated Prologis Promote Plan) with respect to the division of awards between cash and equity.

On September 22, 2020, our talent and compensation committee (the “Compensation Committee”) of our board of directors approved a form of amendment to our Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan, which allows for the conversion of a notional stock account under the plan into an account structure intended to operate more similarly to accounts under our Amended and Restated Deferred Compensation Plan. The value of a current notional stock account will be determined using the stock price on the day of conversion. The account value upon conversion can be invested all or in part in investment options available under the plan, including our common stock or cash. The Compensation Committee also approved amendments to certain of our form award agreements to, among other things, update the forms to align with our Prologis, Inc.

At the Annual Meeting of Stockholders of Prologis, Inc. (the “Company”) held on April 29, 2020, the Company’s stockholders approved and adopted the Prologis, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). All officers, directors and other employees, consultants, and independent contractors of the Company or its subsidiaries are eligible to become participants in the 2020 LTIP. The number of shares of common stock of the Company which may be issued under the 2020 LTIP shall be equal to 20,000,000 plus the aggregate number of shares available for issuance under our prior Prologis, Inc. 2012 Long-Term Incentive Plan. Awards can be in the form of stock options (non-qualified options and incentive stock options), stock appreciation rights (or SARs) and full value awards.

On January 15, 2020, our board of directors appointed Avid Modjtabai as an independent director to our board and an independent member of our audit committee , effective February 20, 2020. Our board has determined that Ms. Modjtabai is independent in accordance with applicable New York Stock Exchange and Securities and Exchange Commission rules and regulations. As an independent director, Ms. Modjtabai is eligible to participate in the Prologis, Inc. 2012 Long-term Incentive Plan or any successor plan thereto (the “LTIP”). Ms.

On December 5, 2019, the Talent and Compensation Committee of our board of directors approved forms of amendments (the “Amendments”) to the waivers of retirement eligibility related benefits previously executed by our Chief Executive Officer, Chief Legal Officer, Chief Financial Officer, Chief Investment Officer, our Chief Operations Officer and our Chief Customer Officer (collectively, the “NEOs”). In their original waivers, such NEOs voluntarily elected to forgo retirement eligibility benefits related to their equity awards granted after January 1, 2017 (in the case of our Chief Executive Officer) (the “CEO Effective Date”) and after September 1, 2018 (in the case of the other NEOs) (the “Other NEO Effective Date”). Under the Amendments, the NEOs’ retirement eligibility benefits will continue to be waived to the same extent as provided in their original waivers.

On April 30, 2019, our talent and compensation committee (the “Compensation Committee”) of our board of directors approved an amended and restated change in control and noncompetition agreement (the “Amended CIC Agreement”) for our chief executive officer, Hamid Moghadam. The Amended CIC Agreement reflects the previously disclosed reduction of Mr. Moghadam’s base salary to $1 and the shift of the remaining amount (up to $999,999) to be paid in equity subject to performance with 4-year vesting. (This change in base salary had no upside to Mr. Moghadam.) Generally, the changes in the Amended CIC Agreement are intended to approximate the same benefits as in the original agreement. The Amended CIC Agreement was executed on April 30, 2019. The Amended CIC Agreement has been included herewith as Exhibit 10.1 and is incorporated herein by reference.

On March 11, 2019, Prologis, Inc. announced a change in its organizational architecture to prepare the company for the next chapter in its evolution. In connection with the reorganization, the named executive officers will lead the company in new roles as described below. Gene Reilly, formerly CEO of the Americas, will assume the role of chief investment officer. In this role, Mr. Reilly will oversee all capital deployment, operational and investment activities globally other than Japan, which will report directly to Hamid Moghadam, our chief executive officer. Gary Anderson, formerly CEO of Europe and Asia, will assume the role of chief operating officer. In this role Mr. Anderson will oversee our Five Drivers of Competitive Advantage as well as our Strategic Capital business, valuations and research.

On August 23, 2018, our talent and compensation committee (the “Compensation Committee”) of our board of directors approved amendments and/or restatements to our outperformance plan and certain of our form award agreements to reflect a change to our retirement eligibility threshold. Upon attaining this retirement eligibility threshold and upon certain conditions, certain participants will be eligible for benefits under our compensation program allowing for accelerated or modified vesting of certain equity awards.

Pursuant to the Merger Agreement, as of the Company Merger Effective Time, Prologis expanded the board of directors of Prologis from 11 members to 12 members and Philip L. Hawkins, President and Chief Executive Officer of DCT, was appointed as a director as of the Company Merger Effective Time. Prologis expects to pay annual compensation to Mr. Hawkins equal to $120,000 in cash.

Pursuant to the Merger Agreement, as of the Company Merger Effective Time, Prologis expanded the board of directors of Prologis from 11 members to 12 members and Philip L. Hawkins, President and Chief Executive Officer of DCT, was appointed as a director as of the Company Merger Effective Time. Prologis expects to pay annual compensation to Mr. Hawkins equal to $120,000 in cash.

On March 22, 2018, all of our named executive officers (the “NEOs”) (as reported in our Proxy Statement filed on March 22, 2018) voluntarily elected to apply additional long-term vesting (the “Long-term Vesting Construct”) to any of their awards earned for the 2016-2018 and 2017-2019 performance periods under the Prologis, Inc. 2016 Outperformance Plan. Under their election, 20% of amounts earned under applicable performance hurdles will be paid at the time the applicable hurdles are met. A holding requirement will apply to these amounts until the sixth year after the beginning of the performance period. 80% of amounts earned under applicable performance hurdles will be subject to cliff vesting until the tenth year after the beginning of the performance period. The NEOs did not receive any benefit in exchange for their election.

On January 11, 2018, the Prologis, Inc. 2018 Outperformance Plan (“POP”) was executed, replacing the Prologis, Inc. 2016 Outperformance Plan (the “2016 Plan”). POP amends and restates the 2016 Plan to (1) constrain the maximum size of the overall performance pool to a fixed amount, (2) reduce the size of the initial payout of awards at the end of the performance period, (3) require additional long-term vesting for the bulk of the awards and (4) simplify the overall plan structure. These changes, among other things, replace the variable maximum cap on the performance pool as set forth in the 2016 Plan with an absolute maximum cap ($100 million for the 2018-2019 performance period).

Director or officer change (Item 5.02). Open the filing for details.

Christine Garvey, one of our directors, will retire from our board immediately prior to, and will not stand for re-election at, our next annual meeting of stockholders to be held on May 3, 2017. S IGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROLOGIS, INC. Date: February 23, 2017 By: /s/ Deborah K. Briones Name: Deborah K. Briones Title: SVP, Associate General Counsel PROLOGIS, L.P. By: Prologis, Inc., its General Partner Date: February 23, 2017 By: /s/ Deborah K. Briones Name: Deborah K. Briones Title: SVP, Associate General Counsel

On February 3, 2017, we executed a letter agreement with our Chief Executive Officer, Hamid R. Moghadam, which, with respect to any equity award granted to him under our incentive plans or programs after January 1, 2017, (1) made him ineligible for any accelerated, full or modified vesting pursuant to retirement eligibility requirements of any applicable plan or award and (2) for so long as Mr. Moghadam continues to provide services as an employee or member of the board of directors, or substantive services as a consultant, independent contractor or agent to us or related companies (as defined in the agreement), vesting shall continue in accordance with the applicable plan and award document, as if he were providing continuous services as our employee for so long as such service relationship continues. The letter agreement between Prologis, Inc. and Mr.

On August 12, 2016, the Prologis, Inc. 2016 Outperformance Plan (“POP”) was executed, replacing the Prologis, Inc. Outperformance Plan. POP amends and restates the earlier plan to, among other things, implement an additional performance hurdle and lock-up requirement on equity paid under the plan. Generally, under POP, in the event that our annualized total stockholder return (“TSR”) during the performance period exceeds the annualized TSR of the Morgan Stanley Capital Index US REIT Index (“RMS”) by more than 100 basis points during the performance period, then a performance pool will be formed under POP equal to 3% of such excess return to stockholders. The performance pool shall not exceed an amount equal to the greater of (i) $75,000,000 or (ii) 0.5% of our common equity market capitalization as calculated under POP (the “Capitalization Cap”).