Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Effective January 1, 2023, (as reported in our
Form8-K
filed on September 27, 2022) Daniel Letter became President of Prologis, Inc.
(the "Company") and Eugene Reilly became Vice Chairman of the Company.

In connection with his appointment as President, Mr. Letter's annual base salary became $600,000 effective January 1, 2023. Mr. Letter is eligible for an annual bonus with a target amount of 130% of his base salary and an annual long-term incentive ("LTI") equity award with a target amount of $2,250,000. Depending on performance, the actual amounts payable as bonus and LTI awards to Mr. Letter may be less than, greater than, or equal to such target amounts (or could be zero). Mr. Letter will also be eligible to receive awards under the Second Amended and Restated Prologis, Inc. 2018 Outperformance Plan ("POP") and the Third Amended and Restated Prologis Promote Plan ("PPP"), with the specific amount of such awards, if any, to be determined by the Talent and Compensation Committee of the Company's Board of Directors at the time such awards are granted or allocations are made, as the case may be. The receipt and amount of any bonus, LTI, POP or PPP award granted to Mr. Letter is contingent upon the achievement of performance objectives, which will be substantially the same as the objectives established for the Company's CEO and Other NEOs (as defined below) of the Company (such as those reported in our Proxy Statement filed on March 25, 2022).



In connection with his appointment as President, the Company entered into an
Amended and Restated Change in Control and Noncompetition Agreement, dated
January 1, 2023, with Mr. Letter. The terms of this agreement are substantially
the same as the terms of the change in control and noncompetition agreements of
the Company's Chief Legal Officer and Chief Operating Officer (collectively, the
"Other NEOs") (form of as filed with our Form
8-K
filed on August 16, 2013, and included herewith as Exhibit 10.1). Mr. Letter
also executed a waiver of retirement eligibility benefits substantially the same
as the amended waivers of retirement eligibility benefits that the Company's
Other NEOs previously executed (form of as filed with our Form
8-K
filed on December 10, 2019, and included herewith as Exhibit 10.2).

In addition, in connection with his continued service as the Chief Financial Officer of the Company, Timothy D. Arndt's base salary became $600,000, annual bonus target amount became 120% of his base salary, and annual LTI equity award target became $1,750,000, each effective January 1, 2023. Depending on performance, the actual amounts payable as bonus and LTI awards to Mr. Arndt may be less than, greater than, or equal to such target amounts (or could be zero).

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

. The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.



Exhibit No.       Description

10.1                Form of Change of Control and Noncompetition Agreement by and
                  between Prologis, Inc. and its executive officers (incorporated
                  by reference to Exhibit 10.2 to Prologis' Current Report on Form
                  8-K filed on August 16, 2013).

10.2                Form of Retirement Eligibility Waiver Amendment for Named
                  Executive Officers (other than Hamid Moghadam) (incorporated by
                  reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K
                  filed on December 10, 2019).

104               Cover Page Interactive Data File - the cover page iXBRL tags are
                  embedded within the Inline XBRL document.

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