Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 28, 2022, at a Special Meeting of Stockholders (the "Special
Meeting") of Prologis, Inc. ("Prologis" or the "Company"), the holders of shares
of common stock, par value $0.01 per share, of the Company ("Prologis Common
Stock") voted on the (i) approval of the issuance of shares of Prologis Common
Stock in connection with the merger of Duke Realty Corporation, an Indiana
corporation ("Duke Realty"), with and into Compton Merger Sub LLC, a newly
created wholly owned subsidiary of Prologis ("Prologis Merger Sub") with
Prologis Merger Sub continuing as the surviving entity, pursuant to which each
outstanding share of common stock, par value $0.01 per share, of Duke Realty
will be converted into the right to receive 0.475 of a newly issued share of
Prologis Common Stock, in each case, pursuant to, and on the terms and
conditions set forth in, the Agreement and Plan of Merger, dated as of June 11,
2022, as it may be amended or supplemented from time to time, by and among the
Company, Prologis, L.P., Prologis Merger Sub, Compton Merger Sub OP LLC, Duke
Realty and Duke Realty Limited Partnership, (the "Common Stock Issuance
Proposal"); and (ii) approval of one or more adjournments of the Special Meeting
to another date, time or place, if necessary or appropriate, to solicit
additional proxies in favor of the Common Stock Issuance Proposal (the
"Adjournment Proposal").
There were 740,376,650 shares of Prologis Common Stock outstanding and entitled
to vote on August 8, 2022, the record date for the Special Meeting, and
644,328,895 shares of Prologis Common Stock were represented in person or by
proxy at the Special Meeting, which number constituted a quorum.
At the Special Meeting, the Common Stock Issuance Proposal was approved by the
holders of Prologis Common Stock. Sufficient votes were received to approve the
Adjournment Proposal, but such an adjournment was not necessary in light of the
approval of the Common Stock Issuance Proposal.
The final voting results from the Special Meeting were as follows:
Proposal 1. Common Stock Issuance Proposal.
Votes For Votes Against Abstentions Broker Non-Votes
643,296,366 374,996 657,533 N/A
Proposal 2. Adjournment Proposal.
Votes For Votes Against Abstentions Broker Non-Votes
577,560,201 65,980,904 787,790 N/A
Item 8.01. Other Events.
On September 28, 2022, Prologis and Duke Realty issued a joint press release
announcing the results of the voting at the Special Meeting and at the special
meeting of shareholders of Duke Realty, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Joint Press Release, dated September 28, 2022.
104 Cover Page Interactive Data File (embedded within the iXBRL document)
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