8-K

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): February 15, 2022

 

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.)	001-13545 (Prologis, Inc.)	94-3281941 (Prologis, Inc.)
Delaware (Prologis, L.P.)	001-14245 (Prologis, L.P.)	94-3285362 (Prologis, L.P.)
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of Incorporation)		No.)

Pier 1, Bay 1, San Francisco, California	94111
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ Telephone Number, including Area Code: (415) 394-9000

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	PLD	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	PLD/29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits 

Exhibit No.	Description
99.1	Press Release, dated February 15, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	PROLOGIS, INC.
February 15, 2022	By:	/s/ Michael T. Blair
		Name: Michael T. Blair
		Title: Managing Director

	PROLOGIS, L.P.,
	By:  Prologis, Inc., its general partner
February 15, 2022	By:	/s/ Michael T. Blair
		Name: Michael T. Blair
		Title: Managing Director

2

EX-99.1

Exhibit 99.1

PROLOGIS ANNOUNCES NEW CFO

Olinger to Retire; Arndt Promoted to Top Finance Role

SAN FRANCISCO (February 15, 2022) – Prologis (NYSE : PLD) today announced Tim Arndt will be the company’s new chief financial officer effective April 1, 2022. Arndt, who has been with Prologis since 2004, will succeed long-time CFO Tom Olinger, who plans to retire. A well-respected leader in the logistics real estate industry, Olinger has had a significant impact on Prologis and on the industry overall. During his tenure, the company significantly expanded its scale and scope, moving into the top 100 companies of the S&P 500 and growing its total square footage from less than 150 million to one billion.

“Tom’s leadership has materially contributed to the success of the company over his years of service. This includes the integration of numerous transactions, as well as building an industry-leading financial infrastructure and team that position us for continued success,” said Prologis CEO and co-founder Hamid R. Moghadam. “Tom has been a great partner and a key leader for our company for 15 years. I’ve appreciated and relied on his level-headed and thoughtful approach. He will be greatly missed, and we wish him the very best in his retirement.”

He continued: “Looking to the future, I believe Tim’s expertise and extensive business experience make him the ideal next CFO as we continue our focus on delivering long-term value to our shareholders. He knows the industry and our business very well and has played an important role in building our financial strategy for many years.”

This change is the culmination of extensive preparation and a part of Prologis’ ongoing leadership succession planning process. Olinger will remain with the company through the balance of the year as part of the transition plan. When he retires, he plans to focus full time on philanthropic causes.

“Serving as Prologis’ CFO has been the highlight of my career,” said Olinger. “I’m so proud to see how this company has prospered and excited knowing that Prologis’ best years are still ahead. We have a deep bench of financial talent, and I am confident that under Tim’s leadership, the finance team will further help drive the company’s growth.”

As the new CFO, Arndt will be responsible for the company’s worldwide corporate finance. His areas of responsibility will include treasury, cash management, financial planning and reporting, accounting, tax, investor relations and internal audit.

"I am very excited and honored to step into this role for Prologis, a company I've believed in and served for 18 years,” said Arndt. “The company has incredible growth opportunities, both organic and inorganic, which I look forward to seizing together with this highly capable team.”

Arndt is a seasoned finance leader with Prologis, having joined AMB in 2004 in portfolio management for the company's Strategic Capital business. Over his tenure, he has worked in several capacities, including as corporate treasurer, head of corporate planning and in the company's global deployment team. Previously, Arndt worked in real estate strategy at Gap Inc. and in debt capital markets at Forest City Enterprises.

ABOUT PROLOGIS

Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2021, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.0 billion square feet (93 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,800 customers principally across two major categories: business-to-business and retail/online fulfillment.

FORWARD-LOOKING STATEMENTS

The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," and "estimates," including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to rent and occupancy growth, development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, our debt, capital structure and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties; (v) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks related to the current coronavirus pandemic; and (xi) those additional factors discussed in reports filed with the Securities and Exchange Commission by us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

XML

Cover	Feb. 15, 2022
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2022
Entity File Number	001-13545
Entity Registrant Name	PROLOGIS, INC.
Entity Central Index Key	0001045609
Entity Tax Identification Number	94-3281941
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Pier 1
Entity Address, Address Line Two	Bay 1
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	394-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PLD
Security Exchange Name	NYSE
Prologis L P [Member]
Entity Information [Line Items]
Entity File Number	001-14245
Entity Registrant Name	PROLOGIS, L.P.
Entity Tax Identification Number	94-3285362
Entity Incorporation, State or Country Code	DE
Prologis L P [Member] | Notes 3. 000 Percent Due 2026 [Member]
Entity Information [Line Items]
Title of 12(b) Security	3.000% Notes due 2026
Trading Symbol	PLD/26
Security Exchange Name	NYSE
Prologis L P [Member] | Notes 2. 250 Percent Due 2029 [Member]
Entity Information [Line Items]
Title of 12(b) Security	2.250% Notes due 2029
Trading Symbol	PLD/29
Security Exchange Name	NYSE