UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2010
PROLOGIS
(Exact name of registrant as specified in charter)
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Maryland
(State or other jurisdiction
of Incorporation)
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1-12846
(Commission File Number)
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74-2604728
(I.R.S. Employer Identification
No.) |
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| 4545 Airport Way, Denver, Colorado
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80239 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, including Area Code: (303) 567-5000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Other Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At ProLogis’ Annual Meeting of Shareholders held on May 14, 2010, the ProLogis shareholders
approved amendments to the certain of ProLogis’ equity incentive plans as follows:
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amendment to the ProLogis 2006 Long-Term Incentive Plan to increase the authorized number of
common shares that may be issued under the plan by 14,500,000 and to increase the maximum
number of common shares that may be granted to any one participant during any calendar year
as full value awards that constitute performance-based compensation from 200,000 to 500,000
and |
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2) |
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amendments to the ProLogis 2006 Long-Term Incentive Plan and the ProLogis 1997
Long-Term Incentive Plan to allow for a one-time share option exchange program for
employees, other than named executive officers and trustees. |
Details of these amendments, including a description of the material terms of the share option
exchange program under which certain outstanding share options could be exchanged for a lesser
number of restricted share units, were included in the ProLogis Definitive Proxy Statement on
Schedule 14A (File No. 001-12846) as filed with the Securities and Exchange Commission on March 30,
2010.
The amendments to the ProLogis 2006 Long-Term Incentive Plan and the ProLogis 1997 Long-Term
Incentive Plan are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are
incorporated herein by reference.
The Board of Trustees on May 14, 2010 approved the ProLogis Deferred Fee Plan for Trustees, as
Amended and Restated as of May 14, 2010 (the “Trustees Plan”). The amendments to the Trustees Plan
clarifies that the source of the common shares for payments of benefits under the Trustees Plan is
the ProLogis 2006 Long-Term Incentive Plan (or any successor thereto) and confirm that any shares
previously issued in payment of benefits pursuant to the Trustees Plan were treated as a benefit
under the ProLogis 2006 Long-Term Incentive Plan (or any predecessor thereto).
The amended and restated Trustees Plan is attached hereto as Exhibit 10.3 and is incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2010, ProLogis held its annual meeting of shareholders. A brief description of each
matter voted upon at the annual meeting, including the number of votes cast for, against or
withheld, as well as the number of abstentions and broker non-votes with respect to each matter
follows. Of the total 476,504,927 common shares outstanding as of the record date of March 16, 2010
that were entitled to vote, 401,330,187 common shares were represented at the meeting, either in
person or by proxy.
Proposal 1: Election of Trustees
Each of the ten trustees proposed by the board of trustees for election or re-election was elected
to serve until ProLogis’ 2011 annual meeting of shareholders, and until their successors are
elected and qualified. The tabulation of votes on this proposal was as follows:
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| Trustee Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Stephen L. Feinberg |
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369,736,364 |
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11,583,418 |
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20,010,405 |
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George L. Fotiades |
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379,564,505 |
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1,755,277 |
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20,010,405 |
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Christine N. Garvey |
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380,019,014 |
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1,300,768 |
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20,010,405 |
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Lawrence V. Jackson |
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377,535,084 |
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3,784,698 |
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20,010,405 |
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Donald P. Jacobs |
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369,336,038 |
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11,983,744 |
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20,010,405 |
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Irving F. Lyons III |
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379,873,521 |
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1,446,261 |
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20,010,405 |
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Walter C. Rakowich |
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378,701,397 |
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2,618,385 |
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20,010,405 |
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D. Michael Steuert |
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379,876,888 |
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1,442,894 |
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20,010,405 |
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J. Andre Teixeira |
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378,335,062 |
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2,984,720 |
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20,010,405 |
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Andrea M. Zulberti |
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379,659,292 |
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1,660,490 |
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20,010,405 |
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Proposal 2: Approve and Adopt an Amendment to the ProLogis 2006 Long-Term Incentive Plan—Increase
authorized shares and certain individual grant limits
Shareholders approved an amendment to the ProLogis 2006 Long-Term Incentive Plan to increase the authorized
number of common shares that may be issued under the plan by 14,500,000 and to increase the maximum
number of common shares that may be granted to any one participant during any calendar year as full
value awards that constitute performance-based compensation from 200,000 to 500,000. The tabulation
of votes on this proposal was as follows:
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Votes For: |
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335,042,836 |
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Votes Against: |
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45,592,367 |
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Abstentions: |
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684,579 |
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Broker Non-Votes: |
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20,010,405 |
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Proposal 3: Approve and Adopt Amendments to Certain ProLogis Equity Incentive Plans—Allow for a
one-time share option exchange program for employees, other than named executive officers and
trustees
Shareholders approved amendments to the ProLogis 2006 Long-Term Incentive Plan and the ProLogis
1997 Long-Term Incentive Plan to allow for a one-time share option exchange program for employees,
other than named executive offices and trustees. The tabulation of votes on this proposal was as
follows:
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Votes For: |
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294,711,665 |
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Votes Against: |
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86,506,255 |
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Abstentions: |
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101,862 |
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Broker Non-Votes: |
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20,010,405 |
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Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm
Shareholders ratified the audit committee’s appointment of KPMG LLP as ProLogis’ independent registered public
accounting firm for the year 2010. The tabulation of votes on this proposal was as follows:
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Votes For: |
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399,966,035 |
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Votes Against: |
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1,223,230 |
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Abstentions: |
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140,922 |
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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.
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| Exhibit No. |
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Description |
10.1
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Second Amendment of ProLogis 2006 Long-Term Incentive Plan |
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10.2
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First Amendment of ProLogis 1997 Long-Term Incentive Plan |
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10.3
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ProLogis Deferred Fee Plan for Trustees (As Amended and Restated Effective as of May 14, 2010) |
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