Item 5.02. Departure of Directors or Certain Other Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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.
Stock
options may be granted with an exercise price of no less than fair market value
of a share of common stock of the Company on the date of grant. Options shall
expire, unless otherwise provided by the committee administering the 2020 LTIP
(as defined in the 2020 LTIP), on the earliest of the one year anniversary from
the participant's termination date in the event of death, disability, or
retirement, the three month anniversary from the participant's termination date
for reasons other than death, disability, retirement or cause, or the day prior
to the participant's termination date in the event of the participant's
termination for cause. In no event will a stock option expire later than the ten
year anniversary of the grant date. Stock options and SARs cannot earn dividend
equivalents
.
A SAR entitles the participant to receive the amount (in cash or in common
stock) by which the fair market value of a specified number of shares of common
stock on the exercise date exceeds an exercise price established by the
committee but not less than fair market value of a share of stock on the date of
grant. The expiration date of a SAR is subject to the same expiration provisions
as stock options. SARs do not earn dividend equivalents.
A full value award is the grant of a number of shares of common stock or a right
to receive a number of shares of common stock in the future. Full value awards
may earn dividend equivalents while outstanding except that no dividend
equivalents will be paid or settled on performance-based awards that have not
been earned based on the performance criteria established.
Additional terms of the 2020 LTIP are described in the Prologis, Inc. Definitive
Proxy Statement on Schedule 14A as filed with the Securities and Exchange
Commission on March 20, 2020.
The 2020 LTIP is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
On April 29, 2020, J. Michael Losh retired from our board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting of Stockholders of the Company held on April 29, 2020, the
Company's stockholders approved and adopted an amendment to the Company's
Articles of Incorporation (or the Articles of Amendment) to increase the number
of shares of common stock that the Company has the authority to issue by
1,000,000,000 shares bringing the total authorized shares of common stock to
2,000,000,000.
The Articles of Amendment were filed with the State of Maryland on May 4, 2020
and are attached hereto as Exhibit 3.1 and is incorporated herein by reference.
--------------------------------------------------------------------------------

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Stockholders of the Company held on April 29, 2020, the Company's stockholders approved by requisite vote the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in the Company's Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 20, 2020. 1. Elect eleven directors to the Company's board of directors to serve until the


    next annual meeting of stockholders and until their successors are duly
    elected and qualified.




                                                                               Broker
Name                    Votes For       Votes Against      Abstentions       Non-Votes
Hamid R. Moghadam       589,964,641         31,328,613       30,061,054       18,234,708
Cristina G. Bita        649,550,097          1,422,691          381,520       18,234,708
George L. Fotiades      530,785,233        120,184,714          384,361       18,234,708
Lydia H. Kennard        628,887,293         22,075,682          391,333       18,234,708
Irving F. Lyons III     648,484,431          2,477,506          392,371       18,234,708
Avid Modjtabai          649,445,389          1,505,974          402,945       18,234,708
David P. O'Connor       638,384,005         12,597,514          372,789       18,234,708
Olivier Piani           649,545,932          1,427,235          381,141       18,234,708
Jeffrey L. Skelton      582,809,478         66,344,595        2,200,235       18,234,708
Carl B. Webb            636,678,624         14,266,298          409,386       18,234,708
William D. Zollars      635,262,812         15,715,742          375,754       18,234,708

2. Advisory vote to approve the Company's executive compensation for 2019.






                                                       Broker
                                                      Non-Votes
 Votes For    Votes Against       Abstentions
548,380,796      102,532,290         441,222         18,234,708

3. Approve the Prologis, Inc. 2020 Long-Term Incentive Plan.






                                                       Broker
                                                      Non-Votes
 Votes For     Votes Against      Abstentions
580,695,912       38,837,602        31,820,794       18,234,708



4.  Approve and adopt an amendment to the Company's Articles of Incorporation to
    increase the number of authorized shares of common stock.




                                                       Broker
                                                      Non-Votes
 Votes For     Votes Against       Abstentions
647,012,826       22,279,425          296,765             0



5.  Ratify the appointment of KPMG LLP as our independent registered public
    accounting firm for the year 2020.




                                                       Broker
                                                      Non-Votes
 Votes For     Votes Against       Abstentions
661,449,046       7,828,518           311,452             0

--------------------------------------------------------------------------------




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

    3.1            Prologis, Inc. Articles of Amendment dated May 4, 2020

   10.1            Prologis, Inc. 2020 Long-Term Incentive Plan

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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