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PLD > SEC Filings for PLD > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for PROLOGIS, INC.

Form 8-K for PROLOGIS, INC.


5-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Mat


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 2, 2014, we filed the Articles Supplementary (the "Articles Supplementary") to our charter with the State Department of Assessments and Taxation of Maryland reclassifying and redesignating all 300,000 shares of 6 1/2% Series L Cumulative Redeemable Preferred Stock (the "Series L Preferred Stock") to become shares of our Preferred Stock (the "Preferred Stock"). Such shares of Series L Preferred Stock were previously classified pursuant to the Articles Supplementary (the "Series L Articles Supplementary") classifying, establishing and designating 2,300,000 shares of Preferred Stock as shares of the Series L Preferred Stock. On April 19, 2013, we redeemed all 2,000,000 shares of issued and outstanding Series L Preferred Stock, and, in accordance with the Series L Articles Supplementary, after such redemption, all 2,000,000 shares of previously issued and outstanding Series L Preferred Stock had the status of authorized but unissued Preferred Stock, without further designation as to series or class. As of May 2, 2014, no shares of Series L Preferred Stock were issued or outstanding. The Articles Supplementary reclassified and redesignated the remaining 300,000 shares of Series L Preferred Stock effective on May 2, 2014.

The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the text of the Articles Supplementary, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At our Annual Meeting of Stockholders held on May 1, 2014, our 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 our Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 14, 2014.

1. Elect ten directors to our 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       420,758,360           3,323,832       18,668,701       14,409,819
  George L. Fotiades      404,974,522          37,303,004          473,367       14,409,819
  Christine N. Garvey     441,202,518           1,077,032          471,343       14,409,819
  Lydia H. Kennard        420,065,466          22,214,182          471,245       14,409,819
  J. Michael Losh         356,936,628          85,337,507          476,758       14,409,819
  Irving F. Lyons III     441,215,154           1,062,530          473,209       14,409,819
  Jeffrey L. Skelton      438,891,130           3,386,200          473,563       14,409,819
  D. Michael Steuert      441,170,423           1,102,708          477,762       14,409,819
  Carl B. Webb            405,077,280          37,200,834          472,779       14,409,819
  William D. Zollars      404,506,342          37,770,573          473,978       14,409,819

2. Advisory vote to approve our executive compensation for 2013.

Votes For Votes Against Abstentions Broker Non-Votes 400,619,714 38,210,088 3,921,091 14,409,819

3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2014.

Votes For Votes Against Abstentions Broker Non-Votes 456,565,359 125,157 470,196 0




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                     Description

  3.1        Articles Supplementary filed with the State Department of Assessments
             and Taxation of Maryland on May 2, 2014 Redesignating and
             Reclassifying All 300,000 Shares of 6 1/2 % Series L Cumulative
             Redeemable Preferred Stock as Preferred Stock


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