PLD DEF 14A Report ended May 1, 2019

(Name of Registrant as Specified In Its Charter)

AHEAD OF WHAT’S NEXT

Prologis Proxy Statement

Notice of annual meeting

of stockholders

Wednesday, May 1, 2019

1:30 p.m., Pacific time

Pier 1, Bay 1

San Francisco, California 94111

The date of this proxy statement is

March 22, 2019

To elect twelve directors to our Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Advisory vote to approve the company’s executive compensation for 2018.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2019.

To consider any other matters that may properly come before the meeting and at any adjournments or postponements of the meeting.

Either in printed form by mail or electronically by email, a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on: (a) how to electronically access our 2019 Proxy Statement and 2018 Annual Report to Stockholders, which includes our 2018 Annual Report on Form 10-K; (b) how to vote; and (c) how to request printed proxy materials (if desired).

If requested or required, printed proxy materials, which will include our 2019 Proxy Statement, our 2018 Annual Report on Form 10-K and a proxy card.

On behalf of the Board of Directors,

EDWARD S. NEKRITZ

Chief Legal Officer, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 1, 2019. This proxy statement and accompanying form of proxy are first being made available to you on or about March 22, 2019. Proxy materials are available at www.proxyvote.com.

Prologis Proxy Statement  |  March 22, 2019

Prologis Proxy Statement  |  March 22, 2019

five-year TSR(1)

outperformance over MSCI and Cohen & Steers REIT Indices in five-year TSR(2)

increase in net earnings per share over
the last five years

increase in Core FFO per share(3) over
the last five years

Total stockholder return (“TSR”) is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.

A real estate investment trust is a “REIT.” MSCI US REIT Index is the “MSCI REIT Index” and the Cohen & Steers Realty Majors Portfolio Index is the “Cohen & Steers REIT Index.” Measured in 5-year annualized TSR.

Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure.

1

We are asking our stockholders of record on March 6, 2019 to vote on the following matters at our 2019 annual meeting of stockholders to be held on May 1, 2019. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve those matters.

Prologis Proxy Statement  |  March 22, 2019

5

Director Independence

and Compliance

■ 92% of our Board is independent: All directors, other than our chairman, are independent.

■ No related-party transactions

■ No hedging or pledging of our securities

■ All directors attended 75% or more of Board and Board committee meetings.

■ All directors are in compliance with our stock ownership guidelines (5x annual cash retainer).

■ Annual Board evaluation process involving Board, Board committee and individual director assessments: Administered by the chair of our Board Governance and Nomination Committee (the “Governance Committee”) and our lead independent director, with a third-party evaluation every other year

■ Age/tenure policy: 75 years maximum age limit. ⁽¹⁾ Impact of tenure on director independence is evaluated through our extensive annual Board evaluation process.

■ Our mix of director tenure, skills and background provides a balance of experience and institutional knowledge with fresh perspectives.

■ 11 out of 12 directors are independent, and two are female.

■ Lead independent director role with significant authority and responsibilities

■ Chairman and CEO policy gives Board flexibility to determine best candidate for position.

■ Adopted proxy access with 3/3/20/20 market standard (adopted in 2016) ⁽²⁾

■ No stockholder rights plan

■ Irrevocably opted out of Maryland staggered board provisions: All directors elected annually (adopted in 2014)

■ Majority vote is the standard in uncontested director elections (adopted in 2007).

■ Stockholders can amend bylaws with majority vote (adopted in 1997).

Our governance guidelines were amended in February 2019 to provide that directors will not be nominated or appointed to the Board if they are, or would be, 75 years or older at the time of the election or appointment.

See “Additional Information” for further detail on proxy access.

Prologis Proxy Statement  |  March 22, 2019

6

The Board currently consists of twelve directors. All twelve current directors are standing to be elected to the Board at the 2019 annual meeting of stockholders to hold office until the 2020 annual meeting and until their successors are duly elected and qualified.

The Board has affirmatively determined that all of our director nominees, other than Hamid Moghadam, are independent directors in accordance with New York Stock Exchange (“NYSE”) rules, our governance guidelines and our bylaws.

Our bylaws provide for a majority voting standard for the election of directors. See “Additional Information—Majority Voting” for further detail.

We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. However, if a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the Board as a substitute or the Board may reduce the number of directors. Each of the director nominees has consented to be named in this proxy statement and to serve as a director if elected.

Information about each director nominee’s share ownership is presented below under “Security Ownership.”

Certain of the director nominees previously served on the Board of ProLogis (the “Trust”). In June 2011, AMB Property Corporation (“AMB”) and the Trust completed a merger transaction (the “Merger”) and, effective with the Merger, our name was changed from AMB Property Corporation to Prologis, Inc.

The shares represented by the proxies received will be voted for the election of each of the twelve nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, retirement or death.

The twelve nominees for election to the Board at the 2019 annual meeting, all proposed by the Board, are listed below with brief biographies.

The Board unanimously recommends that the stockholders vote FOR the election of each nominee.

Prologis Proxy Statement  |  March 22, 2019

7

Prologis Proxy Statement  |  March 22, 2019

8

Our annual Board evaluation process involves assessments at the Board, Board committee and individual director levels. Through this process, the Board determines who should be nominated to stand for election based on current company and Board needs.

In this process, directors complete a Board survey to identify key skills and characteristics currently needed for the Board, as well as to provide information relating to Board composition and planning.

Director interview questions are prepared based on current areas of focus as well as feedback from our stockholder outreach efforts.

Annual one-on-one director interviews are conducted by our lead independent director and chair of the Governance Committee and, every other year, by an independent third party.

The results of the director interviews are aggregated by our lead independent director, Governance Committee chair, and if applicable, the independent third party, and reported to the Governance Committee and then to our full Board. Our Board will follow up on items identified in the evaluation process.

Our Governance Committee discusses Board succession and reviews potential candidates. This process takes place throughout the course of the year. Although the committee may retain third parties to assist in identifying potential nominees, it prefers internal references by directors who understand the needs and dynamics of the Board with a particular focus on inclusion and diversity of ideas and background.

Feedback received in our 2018 Board evaluations noted the high-functioning nature of the Board and the concern that a retirement age limit of 72 years would result in a near term imbalance of new and longer-tenured directors and the premature loss of valuable directors with years of company experience. The Board responded to this feedback by amending our governance guidelines to increase the retirement age limit to 75 years.

Prologis Proxy Statement  |  March 22, 2019

9

Each of the director nominees was chosen to serve on the Board based on his or her qualifications, skills and experience, as discussed in their biographies, and how those characteristics serve the current needs of the Board and the company. For information about our business, strategy and goals, please see “Compensation Discussion and Analysis” (“CD&A”).

In making its nominations, the Governance Committee also assessed each director nominee by key characteristics, including courage to voice opinions, integrity, experience, accountability, good judgment, supportiveness in working with others and willingness to commit the time needed to satisfy the requirements of Board and committee membership.

While the Governance Committee does not have a formal policy regarding diversity, the committee is committed to maintaining Board diversity in thought, background and experience—a mix of gender, ethnic background, geographic origin and professional experience that supports our business strategy and the current needs of the Board.

As discussed earlier, our governance guidelines provide that directors will not be nominated or appointed to the Board if they are, or would be, 75 years or older at the time of the election or appointment. Term limits on directors’ service have not been instituted.

The Governance Committee is focused on identifying qualified and diverse director candidates with commensurate experience and background. The Board’s current pool of potential candidates are mostly female and/or otherwise diverse candidates.

The Board comprises four directors with up to five years of tenure, four directors with tenure between six and eleven years and four with over twelve years of tenure. This mix provides an even balance of experience and institutional knowledge with fresh perspectives.

The Board is committed to regular refreshment to maintain an optimal balance of different perspectives and proper oversight over the company.

The Board was completely refreshed and rebuilt at the time of the Merger in 2011. The Merger essentially created a new company with a new operating and corporate platform. At that time, all directors underwent intensive review to determine which directors would best fit the newly created combined company.

Each director selected in this rebuilding process was onboarded as a new director to the newly established company. These directors were required to perform in a new governance environment, with new structures, processes, committees, charters and guidelines.

We have continued to refresh the Board since the Merger. David O’Connor onboarded as a new director in 2015, Olivier Piani in 2017 and Cristina Bita and Philip Hawkins in 2018. Our director candidate search process actively identifies and assesses a pool of potential candidates through a variety of sources, primarily through internal references. This process will serve to continue to refresh the Board and maintain a balanced mix of new perspectives and experience.

Prologis Proxy Statement  |  March 22, 2019

10

We have deep experience on our Board covering all components of our business model. The Board believes a balance of perspectives from other industries is critical to well-rounded oversight and insight into the perspectives of our customers covering a wide range of industries. In addition to the qualifications discussed below, director experience in innovation and technology, like that of Ms. Bita, supports our strategic initiatives driving innovation, data analytics, procurement and ancillary revenue sources to stay ahead of the evolution of the supply chain and our customers’ needs.

Business Strategy

How our directors support

our strategy

5-year performance results ⁽¹⁾

Global presence in the heart of

urban consumption results in

relative outperformance

67 ^%

of our directors have global

management experience

66 ^%

net earnings per share and

96 ^%

Core FFO per share ⁽²⁾

outperformance over U.S.

logistics peer average

Scale drives efficiency

100 ^%

of our directors have large scale

company executive management

experience

64 ^%

AUM growth while G&A ⁽³⁾ decreased

Development adds to the

bottom line

58 ^%

of our directors have real estate

and logistics experience

$3 Billion

vaIue created ⁽⁴⁾

Strategic capital boosts growth

by earning fees and promotes

100 ^%

of our directors have investment

and/or finance experience

$953 Million

delivered in strategic capital

fees and promotes

Over five-year period 2014-2018.

Our global platform outperformed the average of our U.S. logistics REIT comparison group (East Group Properties, First Industrial and Duke Realty) in net earnings per share and Core FFO per share compound annual growth rates by 65.9% and 95.5%, respectively, in the last five years. Our U.S. logistics REIT comparison group are the U.S. logistics REITs used in our equity award determinations. This comparison group included DCT Industrial Trust, Inc. (“DCT”) until we announced our acquisition of DCT in April 2018 (and completed such acquisition in August 2018). The averaged rates for our comparison group are weighted by market capitalization. Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure.

“G&A” are our general and administrative expenses.

Value created over our total expected investment through development and leasing activities based on current projections. Please see Appendix A for further detail regarding how we calculate “Value creation.” Development value creation is calculated across our owned and managed portfolio.

Prologis Proxy Statement  |  March 22, 2019

11

In addition to fundamental characteristics necessary for all directors, such as courage, wisdom and good judgment, below are qualifications of our Board identified in our Board evaluation process as important to supporting our current business strategy. These characteristics are critical to strong oversight and have proven long-term results.

Includes development, operations, real estate investments and fund management.

Prologis Proxy Statement  |  March 22, 2019

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■ Chairman of the Board since January 2000; Director since November 1997

Mr. Moghadam, 62, has been our Chief Executive Officer since the end of December 2012 and was our Co-Chief Executive Officer from June 2011 to December 2012. He is the co-founder of AMB Property Corporation and was AMB’s Chief Executive Officer from November 1997 (from the time of AMB’s initial public offering) to June 2011 when AMB merged with the Trust.

Other relevant qualifications. Mr. Moghadam is on the board of the Stanford Management Company and formerly served as its chairman. He is a former trustee of Stanford University and previously served on the Executive Committee of the Board of Directors of the Urban Land Institute. Mr. Moghadam holds Bachelor’s and Master’s degrees in engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University.

Board Committees:

Executive

Other public directorships:

None

■ Lead independent director since June 2011 (prior to the Merger served as a trustee of the Trust from September 2009 to June 2011 and from March 1996 to May 2006)

Mr. Lyons, 69, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from the Trust where he served as chief investment officer from 1997 until his retirement. He joined the Trust in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons is a member of the boards of Equinix, Inc., a global data center operator, and Essex Property Trust, Inc., a real estate investment trust investing in apartment communities. Mr. Lyons previously served as chairman of the board of BRE Properties, Inc.

Other relevant qualifications. Mr. Lyons joined the Trust when King & Lyons, an industrial real estate management and development company, was acquired by the Trust in 1993. Mr. Lyons had been the managing general partner in that firm since its inception in 1979 and was one of its principals at the time of the acquisition. Mr. Lyons holds a Master in Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley.

Board Committees:

Executive

Other public directorships:

Equinix, Inc. and Essex Property Trust, Inc.

Prologis Proxy Statement  |  March 22, 2019

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■ Director since May 2018

Ms. Bita, 40, is a Vice President of Finance at Google, and Business Finance Officer for Google’s Hardware and Virtual Reality & Augmented Reality organizations, as well as Global Marketing. She has served in a number of finance leadership roles since joining Google in 2006 across a range of business areas, including Global Partnerships and Business Development, Global Sales and Consumer Products. Prior to Google, Ms. Bita spent six years with Siemens/Osram, where she held various positions in Business Unit Controllership and Corporate FP&A.

Other relevant qualifications. Ms. Bita holds a Master of Science in Finance from the Boston College Wallace E. Carroll School of Management and a Bachelor of Science in Business Administration (Accounting) from Salem State University. Ms. Bita is also a Certified Management Accountant (CMA).

Board Committees:

Audit

Other public directorships:

None

■ Director since June 2011 (prior to the Merger served as a trustee of the Trust from December 2001 to June 2011)

Mr. Fotiades, 65, was appointed President and Chief Executive Officer of Cantel Medical Corp., a provider of infection prevention and control products, in March 2019. Mr. Fotiades was an operating partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From April 2007 to April 2017, Mr. Fotiades was a partner, healthcare investments at Diamond Castle Holdings, LLP, a private equity firm. Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology, and consumer health companies, from June 2007 to February 2010. Mr. Fotiades is Chairman of the board of AptarGroup, Inc., a global dispensing systems company, and is vice chairman of the board of Cantel Medical Corp. He previously served on the board of Alberto-Culver Company, a consumer products company specializing in hair and skin care products.

Other relevant qualifications. Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and also served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. Mr. Fotiades also served as president of Warner- Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth, and Procter & Gamble. Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College.

Board Committees:

Compensation (Chair)

Other public directorships:

AptarGroup, Inc. and Cantel Medical Corp.

Prologis Proxy Statement  |  March 22, 2019

14

■ Director since August 2018

Mr. Hawkins, 63, was the Chief Executive Officer of DCT Industrial Trust, Inc. (“DCT”) from October 2006 to August 2018 and the President of DCT from January 2016 to August 2018. Mr. Hawkins was the President, Chief Operating Officer and a director of CarrAmerica Realty Corporation, where he had been employed from 1996 until July 2006. CarrAmerica was a public REIT focused on the acquisition, development, ownership and operation of office properties in select markets across the United States and was acquired by a fund managed by The Blackstone Group in July 2006. Prior to joining CarrAmerica, Mr. Hawkins spent approximately 13 years with LaSalle Partners (now Jones Lang LaSalle), a real estate services company where he was a director and held various positions involving real estate investment, development, leasing and management. Mr. Hawkins serves as a director of Corporate Office Properties Trust, a publicly traded office REIT that focuses primarily on serving the specialized requirements of U.S. government agencies and defense contractors. He chairs the investment committee and is on the compensation committee of Corporate Office Property Trust.

Other relevant qualifications. Mr. Hawkins is a trustee of Hamilton College. He holds a Master of Business Administration from the University of Chicago Graduate School of Business and a Bachelor of Arts degree from Hamilton College.

Board Committees:

Audit, Executive

Other public directorships:

Corporate Office

Properties Trust

■ Director since August 2004

Ms. Kennard, 64, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, a principal of Airport Property Ventures, LLC, an aviation focused real estate operating and development company, and a principal with 3801-3825 N. Mission Rd., LA, LLC, a single-purpose real estate entity. Ms. Kennard is a member of the boards of Freeport-McMoRan Copper & Gold Inc., a natural resource company, and HCP, Inc., a healthcare real estate investment trust. Ms. Kennard was previously a member of the boards of URS Corporation, a provider of engineering, construction, and technical services, and Intermec, Inc., an automated identification and data collection company.

Other relevant qualifications. Ms. Kennard served as executive director of Los Angeles World Airports, a system of airports comprising Los Angeles International, Palmdale Regional, and Van Nuys General Aviation Airports from 1999 to 2003 and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. She also previously served on the board of Indymac Bancorp, Inc., a thrift/mortgage bank holding company. Ms. Kennard holds a Juris Doctor degree from Harvard University, a Master’s degree in city planning from the Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University.

Board Committees:

Governance

Other public directorships:

Freeport-McMoRan

Copper & Gold Inc. and

HCP Inc.

Prologis Proxy Statement  |  March 22, 2019

15

■ Director since January 2003

Mr. Losh, 72, was interim chief financial officer of Cardinal Health, Inc., a health care products and services company, from July 2004 to May 2005 and served on its board from 1996 until September 2009. Mr. Losh is a member of the boards of AON Corporation, a global provider of risk management services, insurance and re-insurance, and human resource consulting and outsourcing; Masco Corporation, a home improvement and building products company; H.B. Fuller Company, a global formulator, manufacturer, and marketer of chemical products and Cardinal Health, Inc. Mr. Losh previously served on the boards of TRW Automotive Holdings Inc., a global automotive supply company, and CareFusion Corporation, a global medical technology company.

Other relevant qualifications. Mr. Losh spent 36 years with General Motors Corporation, an automobile manufacturer, most recently as executive vice president and chief financial officer from July 1994 to August 2000 and as chairman of GMAC, General Motors’ financial services group, from July 1994 to April 1999. Mr. Losh holds a Master in Business Administration from Harvard University and a Bachelor of Science in mechanical engineering from Kettering University.

Board Committees:

Audit (Chair)

Other public directorships:

AON Corporation, Masco Corporation, H.B. Fuller Company, and Cardinal Health, Inc.

■ Director since January 2015

Mr. O’Connor, 54, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm, and a non-executive co-chairman of HighBrook Investors LLC. He was the co-founder and senior managing partner of High Rise Capital Management LP, a real estate securities hedge fund manager that operated from 2001 to 2011. Mr. O’Connor is a member of the board of Regency Centers, Inc., a publicly traded real estate investment trust specializing in shopping centers. He previously served on the board of Songbird Estates plc, the former majority owner of Canary Wharf in London, UK and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings.

Other relevant qualifications. Mr. O’Connor was previously a principal, co-portfolio manager, and investment committee member of European Investors, Inc., a large dedicated real estate investment trust investor, from 1994 to 2000. Mr. O’Connor received a Master of Science in real estate from New York University and holds a Bachelor of Science degree from the Boston College Wallace E. Carroll School of Management.

Board Committees:

Compensation

Other public directorships:

Regency Centers, Inc.

Prologis Proxy Statement  |  March 22, 2019

16

■ Director since May 2017

Mr. Piani, 65, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that Mr. Piani started in January 2016. Mr. Piani is also a senior consultant with Ardian, a major European private equity group. From September 2008 to December 2015, Mr. Piani was chief executive officer of Allianz Real Estate, the real estate and asset management investment platform for the Allianz Group.

Other relevant qualifications. From 1998 to 2008, Mr. Piani built the pan-European platform for GE Capital Real Estate spanning seven different countries. Prior to joining GE in 1998, Mr. Piani was chief executive officer of UIC-Sofal, a real estate bank. From 1982 to 1995, Mr. Piani held various leadership positions in the Paribas Group in Paris, New York and London. Mr. Piani is a graduate of Paris Ecole Superieure de Commerce de Paris and received a Master of Business Administration from Stanford University.

Board Committees:

Audit

Other public directorships:

None

■ Director since November 1997

Mr. Skelton, 69, retired in 2009 as president and chief executive officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., an investment management firm. After his retirement in 2009 and until 2013, Mr. Skelton was a co-founder and managing partner of Resultant Capital Partners, an investment management firm.

Other relevant qualifications. Prior to founding Symphony Asset Management in 1994, Mr. Skelton was with Wells Fargo Nikko Investment Advisors from 1984 to 1993, where he served in a variety of capacities, including chief research officer, vice chairman, co-chief investment officer, and chief executive officer of Wells Fargo Nikko Investment Advisors Limited in London. Previously, Mr. Skelton was also an assistant professor of finance at the University of California at Berkeley, Walter A. Haas School of Business. Mr. Skelton holds a Ph.D. in mathematical economics and finance and a Master of Business Administration from the University of Chicago.

Board Committees:

Governance (Chair), Executive (Chair)

Other public directorships:

None

Prologis Proxy Statement  |  March 22, 2019

17

■ Director since August 2007

Mr. Webb, 69, is currently a co-managing member of Ford Financial Fund II, L.P. a private equity firm focusing on equity investments in financial services, a position he has held since February 2012. Mr. Webb has served as chairman of the Mechanics Bank board since April 2015. From June 2008 until December 2012, Mr. Webb was a senior partner of Ford Management, L.P. Mr. Webb was also the chief executive officer and a board member of Pacific Capital Bancorp and chairman of Santa Barbara Bank and Trust from August 2010 until December 2012. Mr. Webb has also served as a consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. Additionally, Mr. Webb is a member of the board of Hilltop Holdings Inc., a publicly traded financial services holding company.

Other relevant qualifications. Mr. Webb previously served on the boards of Plum Creek Timber Company, M & F Worldwide Corp., and Triad Financial SM LLC, where he was co-chairman from July 2007 to October 2009 and served as interim president and chief executive officer from August 2005 to June 2007. Since 1983, Mr. Webb held executive positions at banking institutions, including Golden State Bancorp, Inc. and its subsidiary, California Federal Bank, FSB, First Madison Bank, FSB, First Gibraltar Bank, FSB, and First National Bank at Lubbock. Mr. Webb holds a Bachelor of Business Administration from West Texas A&M University and a graduate banking degree from Southwestern Graduate School of Banking at Southern Methodist University.

Board Committees:

Audit

Other public directorships:

Hilltop Holdings Inc.

■ Director since June 2011 (prior to the Merger served as a trustee of the Trust from December 2001 to May 2010)

Mr. Zollars, 71, retired from YRC Worldwide, Inc., a global transportation service provider, in July 2011 where he served as chairman, president, and chief executive officer from 1999 until his retirement. He was president of Yellow Transportation, Inc. from 1996 to 1999. Mr. Zollars is a member of the boards of Cerner Corporation, a supplier of healthcare information technology solutions, healthcare devices, and related services, and CIGNA Corporation, a global health service organization.

Other relevant qualifications. Mr. Zollars was previously a senior vice president of Ryder Integrated Logistics, a division of Ryder System, Inc. and he spent 24 years in various executive positions, including eight years in international locations, at Eastman Kodak. Mr. Zollars holds a Bachelor of Arts in economics from the University of Minnesota.

Board Committees:

Governance,

Compensation

Other public directorships:

Cerner Corporation and CIGNA Corporation

Prologis Proxy Statement  |  March 22, 2019

18

The Board has determined that all our directors other than our chairman, Mr. Moghadam, are independent.

The Board has also determined that all members of the Audit, Governance and Talent and Compensation Committees of the Board are independent in accordance with NYSE and Securities and Exchange Commission (“SEC”) rules.

our lead independent director;

our independent directors;

the Audit, Governance and Talent and Compensation Committees, which are all comprised entirely of independent directors;

annual review of the Board leadership structure and effectiveness of oversight through the Board evaluation process; and

strong adherence to our governance guidelines.

Prologis Proxy Statement  |  March 22, 2019

19

Executive Sessions/

Committee Meetings

■ Presides at all meetings of the Board at which the chairman is not present, including executive sessions of the independent directors (generally held at every regular Board meeting)

■ Attends meetings of the various Board committees regularly

■ Has the authority to call meetings of the independent directors and set the agenda

■ Oversees, with the chair of the Governance Committee, annual evaluations of the Board, Board committees and individual directors, including an evaluation of the chairman’s effectiveness as both chairman and CEO

Prologis Proxy Statement  |  March 22, 2019

20

Liaison with Chairman and

CEO

■ Serves as liaison between the independent directors and the chairman

■ Meets regularly between Board meetings with the chairman and CEO

Board Processes and

Information

■ Ensures the quality, quantity, appropriateness and timeliness of information provided to the Board and provides input to create meeting agendas

■ Ensures that feedback is properly communicated to the Board and chairman

■ Ensures the institution of proper Board processes, including the number, frequency and scheduling of Board meetings and sufficient time for discussion of all agenda items

■ Responds to and communicates with stockholder inquiries when appropriate, following consultation with the chairman and CEO

Prologis Proxy Statement  |  March 22, 2019

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Oversees the financial accounting and reporting processes of the company

Responsible for the appointment, compensation and oversight of our public accountants

Monitors: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our public accountant’s qualifications and independence; and (iv) the performance of our internal audit function and public accountants

Oversees financial and cybersecurity risks relating to the company

All committee members are designated by the Board as “audit committee financial experts” in accordance with SEC regulations and meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Securities Exchange Act of 1934, as amended

Discharges the Board’s responsibilities relating to compensation of directors and executives and produces an annual report on executive compensation for inclusion in the proxy statement

Approves and evaluates our director and officer compensation plans, policies and programs

Reviews and recommends to the Board corporate goals and objectives relative to the compensation of our CEO

Evaluates our CEO’s performance in light of corporate goals and objectives, and sets the CEO’s compensation level based on this evaluation, including incentive and equity-based compensation plans

Sets the amount and form of compensation for the executive officers who report to the CEO

Makes recommendations to the Board (including recommendations for non-employee directors) on general compensation practices, including incentive and equity-based compensation plans, and adopts, administers and makes awards under annual and long-term incentive compensation and equity-based compensation plans, including any amendments to the awards under any such plans, and reviews and monitors awards under such plans

Reviews and approves any new employment agreements, change in control agreements and severance or similar termination payments proposed to be made to the CEO or any other executive officer of the company

Confirms that relevant reports are made to the Board or in periodic filings as required by governing rules and regulations of the SEC and NYSE

Reviews and discusses with management CD&A and determines whether to recommend its inclusion in the proxy statement to the Board

Participates in succession planning for key executives

Focuses on risks relating to remuneration of our officers and employees and administers our equity compensation plans, our nonqualified deferred compensation arrangements and our 401(k) plan

Advises management in attracting, developing and retaining key employees, including review of inclusion and diversity initiatives

Prologis Proxy Statement  |  March 22, 2019

22

Reviews and makes recommendations to the Board on Board organization and succession matters

Assists the full Board in evaluating the effectiveness of the Board and its committees

Reviews and makes recommendations for committee appointments to the Board

Identifies individuals qualified to become Board members consistent with any criteria approved by the Board and proposes to the Board a slate of nominees for election to the Board

Assesses and makes recommendations to the Board on corporate governance matters

Develops and recommends to the Board a set of corporate governance principles applicable to the company

Assists the Board in reviewing and approving the company’s activities, goals and policies concerning ESG matters

Reviews the adequacy of our governance guidelines on an annual basis and focuses on reputational and corporate governance risks

Acts only if action by the Board is required, the Board is unavailable and the matter is time-sensitive

Has all of the powers and authority of the Board, subject to such limitations as the Board, the committee’s charter and/or applicable law, rules and regulations may from time to time impose

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The Audit Committee focuses on financial and cybersecurity risks relating to the company.

The Compensation Committee focuses on risks relating to talent retention and remuneration of our officers and employees.

The Governance Committee focuses on reputational and corporate governance risks and ESG.

Board engagement with executive and risk management teams including multi-dimensional risk reviews, risk assessment mapping and one-on-one interviews between each director and our risk management team

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Executive management committee meetings focused on strategic risks

A structured approach to capital deployment vetted through weekly investment committee meetings

Management of one of the strongest balance sheets in the REIT industry achieved by lowering our financial risk and foreign currency exposure

Rigorous internal and third-party audits assessing the company’s controls and procedures

Centralized team dedicated to managing risk globally and staying closely engaged with Prologis’ teams at the individual market level

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employees will not engage in conduct or activity that may raise questions as to the company’s honesty, impartiality or reputation or otherwise cause embarrassment to the company;

employees shall not hold financial interests that conflict with, or leave the appearance of conflicting with, the performance of their assigned duties;

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employees shall act impartially and not give undue preferential treatment to any private organization or individual; and

employees should avoid actual conflicts or the appearance of conflicts of interest.

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Green Street Advisors

2019 Corporate Knights
Global 100 Most
Sustainable
Corporations in
the World

Recognized by Dow
Jones Sustainability
Index

16th consecutive year

10th year on Global 100

11th consecutive year

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For 35 years, we have taken a long view in building the infrastructure necessary to capitalize on the evolution of the supply chain. We have carefully curated a portfolio in the right locations to meet growing customer demand for modern assets close to end consumers in the world’s most critical centers of trade. Building the strongest balance sheet in our industry also took time. Today we have the strongest metrics in the industry and the capital to grow and innovate to meet the needs of our customers.

Our customer-focused strategy uses our scale to stay ahead of what our logistics partners require to stay competitive. We build modern, efficient facilities that anticipate our customers’ evolving structural, transportation and energy requirements, as well as their labor needs in what is becoming an increasingly tight labor market. As a testament to our commitment, Prologis was the first logistics real estate company to receive WELL Building Standard™ certification, promoting employee-focused workplace design that can help our customers attract and retain workers.

Our approach to social responsibility builds strong relationships with communities and local governments. Location is key to our business. These relationships foster solutions to drive complex development projects to completion and deepen our presence in critical locations.

In our view, good governance is about strong oversight at all levels. We invest in our people, who are responsible for keeping careful watch over our $87 billion in assets under management. We commit to the highest levels of integrity in our business interactions and transparency allowing our investors to better assess risk and the value of our company.

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In 2019, Prologis was the first real estate company to be ranked as the top US company on the Global 100 since Corporate Knights started the publication of a ranked listing in 2010.

Green bonds issued by Prologis affiliates in Europe and Japan.

The WELL Building Standard ^TM , administered by the International Well Building Institute, focuses on building performance relating to occupant health and well-being.

SBTs are greenhouse gas (GHG) reduction goals that are approved by SBTi (an internationally recognized assessor of GHG goals).

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Future-proofing our building design allows us to stay ahead of our customers’ needs. With e-commerce acting as a tailwind for change, our customers are seeking locations closer to the end-consumer in the heart of urban consumption. Urban facilities in dense population centers require compliance with noise, fuel emission and traffic ordinances, driving neighborhood friendly solutions like greater usage of electric vehicles and trucks and requiring design features, like EV charging stations, to accommodate them.

Lighting is one of the primary drivers of electrical consumption in many distribution centers. We are seeing our customers relying more heavily on robotics and electrical transport, which in turn lead to a heavier electrical load during peak hours. Energy efficient building design that can accommodate our customers’ changing needs is essential. Efficient LED lighting is our standard for new development. Our LightSmart program has accelerated LED lighting upgrades throughout our portfolio, giving our customers the ability to tap into energy cost savings while they occupy the space.

We are further advancing the efficiency of our building design by utilizing new sustainability technologies and processes, including the installation of water-saving technologies and new ways to recycle construction materials during the development of new projects.

We have created Prologis Labs, an innovation “incubator” for testing products and methods, often in collaboration with our customers, to stay in front of the logistics evolution. By tapping into our scale, we are mobilizing to employ data analytics across our global portfolio to help our customers be smarter in how they approach their logistics spend.

With customer-centricity at the forefront of how we approach our business, we are exploring state-of-the-art technology to address our customers’ needs for improved operational efficiency, such as new systems to reduce dwell times of trucks waiting to unload goods. In addition to our modern, efficient facilities in prime infill locations, such technological offerings can bolster the customer experience beyond what a typical real estate company can provide.

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Average over the five-year period 2014-2018.

For developed buildings certified through our LEED Volume Program.

Compared to a market base case per LEED certification methodology.

T5 and T8 fluorescent lighting.

Based on data for the calendar year 2018.

Based on research from BranchPattern, our third-party LEED Volume program consultant. Estimated indoor operational water savings is 30%. Estimated outdoor operational water savings is 60%.

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Prologis Park Tacoma Building D – LEED Silver & WELL Building Certification

■ 35% ⁽¹⁾ estimated energy cost savings when modeled against LEED base case

■ 96% ⁽¹⁾ of construction waste diverted from landfill, and significant use of local and recycled building materials

■ 31% ⁽¹⁾ operational water use savings from water-conserving components

■ Natural daylight coupled with energy-efficient lighting

■ Outdoor walking trail and garden

Prologis Park Tacoma, Tacoma, Washington

Prologis Park Boscombe Road – BREEAM-Outstanding Certification & EPC ‘A’ (9) rating

■ £181K estimated annual energy cost savings when modeled against EPC base case

■ 230 kWp rooftop solar PV array

■ 100% LED efficient lighting

■ 93% of demolition waste recycled

■ 8,000-liter rainwater harvesting system

Prologis Park Boscombe Road, Dunstable, UK

Prologis Park Ibaraki – CASBEE-S (Superior) Certification  & BELS Certification

■ 51% estimated energy savings when modeled against CASBEE base case

■ 2 MWp rooftop solar PV array

■ 100% LED efficient lighting

■ 90% of construction waste diverted from landfill

■ Indoor vegetable garden area for worker use and enjoyment

■ Earthquake alert system and other natural disaster readiness measures

Prologis Park Ibaraki, Ibaraki, Japan

Derived from BranchPattern research in the LEED certification process.

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Our Community Workforce Initiative (“CWI”) exemplifies our approach to ESG: a program that advances our business while contributing positively to the communities in which we work and live. We are collaborating with local workforce development organizations to provide logistics job training and build a pipeline of talent to help our customers solve their workforce needs.

We are using our scale to provide an unprecedented service to our customers and build relationships with communities and local governments to support our development processes. In doing so, we are helping underserved populations find career opportunities and boosting local economies—a win-win for all.

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As long-term investors in the communities in which we do business, our commitment to charitable work strengthens our working relationships with communities.

Investment in our communities is also smart human capital management. Our employees have told us, through numerous surveys over the years, that they place high importance in working for a company committed to ESG, and that they are proud of Prologis’ commitment to volunteerism and giving back.

Charitable activities

■ More than 50,000 employee volunteer hours sponsored by Prologis in the last five years.

■ Nearly $13M in charitable contributions from Prologis and the Prologis Foundation (2014-2018).

■ 225+ nonprofits supported by the Prologis Foundation.

■ $5M in in-kind rent donated through Space for Good program (2014-2018).

■ Global partnership with Habitat for Humanity expanded.

■ Enhanced awareness and access to our philanthropic support programs through Prologis Gives, our user-friendly online matching gift platform.

■ Employee volunteerism sponsored through IMPACT Day, a full day of community service across all of our offices globally, and our Dollars for Doers program, which matches volunteer hours with cash donations.

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Our approach to governance ensures the long-term resilience of our organization: Financial resilience in building a rock-solid balance sheet ensures that we not only persevere but thrive throughout the full economic cycle. Resilience of our assets gets ahead of customer needs and withstands the test of time and the elements. Reputational resilience protects the integrity of our brand.

Good governance requires oversight at all levels. Our property managers are on the ground in every region keeping close watch over our customers and our facilities. Management runs an extensive investment committee diligence process to keep a close eye on capital investment decisions. Our risk management team actively evaluates our portfolio exposure to ensure that we have sufficient coverage and protection of our facilities and are prepared for whatever changes may come. Our Board visits our field offices and properties and meets with employees to keep an ear to the ground.

Blue Chip/Top REIT Balance Sheet

A3/A- Credit Rating ⁽¹⁾

Future-proofing assets to stay ahead of customer needs

Strong crisis management (e.g., seismic isolators/gas shutoffs, proactive storm preparation and emergency response) maintaining structural and business continuity

100% employee participation in ethics and anti-corruption training

In-person FCPA employee training in Europe, Asia, Mexico and Brazil

Stockholder outreach and engagement on ESG and other governance topics

Ratings by Moody’s and S&P, respectively. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

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Utilizing ESG to advance our business, we are focused on making progress along ESG metrics that are tightly connected to our strategic business objectives. Our progress along efficient lighting, solar and sustainable building certification metrics, to name a few, underscores our commitment to provide our customers with the modern, efficient distribution facilities they require.

Demonstrating our leadership in our industry, we were the first logistics REIT to obtain approved Science Based Targets, scientifically authenticated goals to reduce GHG emissions. These goals deepen our alignment with our customers, investors and employees to support their growing interests in ESG.

Solar Power Generation

186 MW

Sustainable Building Certifications ⁽³⁾

139 MSF

374 Projects

17 Countries

Energy-Efficient Lighting ⁽⁴⁾

576 MSF

GOAL: 100 ^% across our operating portfolio

Our ESG goals are aligned with the UN Sustainable Development Goals which are guideposts of the UN’s international agenda to achieve sustainable development by 2030.

Across our owned and managed portfolio.

Goal is to increase the number of certifications obtained by designing new development to sustainable building certification standards or with sustainable design features as appropriate and in line with customer specifications. 162% growth in total square footage certified in the past five years.

We define efficient lighting as T5 or T8 fluorescent and LED lighting.

We exceeded our original GHG emission reduction goal (20% by 2020) four years early.

In 2018, Prologis’ Science Based Targets (SBTs) were approved by the SBTi. Prologis’ SBTs are:

To reduce absolute scope 1 and 2 GHG emissions 21% by 2025 and 56% by 2040 (2016 base-year).

To reduce absolute scope 3 GHG emissions 15% by 2025 and 40% by 2040 (2016 base-year).

To achieve our targets we will improve efficiency in our offices and logistics facilities, engage with customers and suppliers to promote best practices, and support employee efforts to further environmental stewardship.

SBTs are GHG reduction goals that are approved by SBTi (an internationally recognized assessor of GHG goals).

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We anticipated the evolution of the global supply chain. Our business model positions us to meet the logistics demands of our global customers who, in an ever-changing world, are increasingly focused on location and speed. Over years of planning, we have amassed approximately $87 billion in assets under management (“AUM”) in the world’s most vibrant consumption markets in 19 countries.

Our structure positions us to not only withstand, but to thrive, in all economic climates. Achieving our A3/A- credit rating(1) took years of careful balance sheet management and debt restructuring. Now we have $3.7 billion in liquidity and diverse sources of public and private capital in seven strategic capital funds and three publicly traded companies. These vehicles operate primarily in their natural currency allowing us to reduce our exposure to currency fluctuations. With our liquidity and ability to rebalance our ownership in our strategic capital ventures, we can self-fund our run-rate deployment without the need to utilize the equity markets.

Our forward-looking strategy sets us apart from our peers. Our global reach is required by our global customers. Our strategic capital venture business gives us the funds to build scale in key global markets and share in balance sheet risk. Given the scarcity of modern facilities in urban centers, our development business allows us to build what our customers need.

Our business model works. Our three-year compound annual growth rates for net earnings and Core FFO per share(3) were 20.5% and 10.8%, respectively. Our annualized three-year TSR(4) outperformed the Cohen & Steers REIT index(2) by 1191 basis points and the MSCI REIT Index(2) by 1168 basis points.

Change in ratings by Moody’s and S&P, respectively, in 2016 and maintained through 2018. Maintenance of credit ratings impacts our bonus determinations as discussed later, as well as our business, refinancing and other capital markets activities, our ability to manage debt maturities, our future growth and our development and acquisition activity. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

A real estate investment trust is a “REIT.” MSCI US REIT Index is the “MSCI REIT Index” and the Cohen & Steers Realty Majors Portfolio Index is the “Cohen & Steers REIT Index.”

Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure. See Appendix A for a calculation of the compound annual growth rate of our Core FFO per share.

TSR is total shareholder return. TSR is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.