UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant È Filed by a Party other than the Registrant ‘ Check the appropriate box: ‘ Preliminary Proxy Statement ‘ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) È Definitive Proxy Statement ‘ Definitive Additional Materials ‘ Soliciting Material Pursuant to Rule 14a-12 Prologis, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): È No fee required. ‘ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 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(1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: AHEAD OF WHAT’S NEXT™ Prologis Proxy Statement Notice of annual meeting of stockholders Prologis Park Ontario, Ontario, California Thursday, April 29, 2021 1:30 p.m., Pacific time The date of this proxy statement is March 19, 2021 Notice of 2021 Annual Meeting of Stockholders March 19, 2021 To our stockholders: I invite you to attend the 2021 annual meeting of stockholders of Prologis, Inc. at 1:30 p.m. on April 29, 2021. Due to the COVID-19 outbreak and to support the health and well-being of our stockholders, directors and employees, our annual meeting will be held in a virtual format only. You will not be able to attend the annual meeting physically. Items of business. The following items of business will be conducted at our 2021 annual meeting of stockholders: 1. Elect eleven directors to our Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. 2. Advisory vote to approve the company’s executive compensation for 2020. 3. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2021. 4. Consider any other matters that may properly come before the meeting and at any adjournments or postponements of the meeting. Record Date. If you were a holder of How to Vote. You can vote your Meeting Attendance. To be admitted shares of our common stock at the shares by proxy through the Internet, to the annual meeting at close of business on March 8, 2021, you by telephone or by mail using the www.virtualshareholdermeeting.com/ are entitled to receive this notice and instructions on the proxy card or you pld2021, you must enter the control to vote at the annual meeting and any can vote during the virtual annual number found on your proxy card or adjournment(s) or postponement(s) of meeting. Any proxy may be revoked voting instruction form or notice you the annual meeting. in the manner described in the previously received. You may vote accompanying proxy statement at during the annual meeting by following any time prior to its exercise at the the instructions available on the annual meeting. meeting website during the meeting. Proxy Materials. On or about March 19, 2021, we intend to distribute to our stockholders: (i) 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 2021 Proxy Statement and 2020 Annual Report to Stockholders, which includes our 2020 Annual Report on Form 10-K; (b) how to vote; and (c) how to request printed proxy materials (if desired). (ii) If requested or required, printed proxy materials, which will include our 2021 Proxy Statement, our 2020 Annual Report on Form 10-K and a proxy card. On behalf of the Board of Directors, Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 29, 2021. This proxy statement and accompanying form of proxy are first being made EDWARD S. NEKRITZ available to you on or about March 19, 2021. Proxy Chief Legal Officer, General Counsel and Secretary materials are available at www.proxyvote.com. Prologis Proxy Statement | March 19, 2021 Table of Contents 1 Proxy Summary 86 Talent and Compensation Committee Report 1 2020 Business Highlights 87 Summary Compensation Table for Fiscal Year 2020 2 2020 Compensation Highlights 91 Grants of Plan-Based Awards in Fiscal Year 2020 3 2020 Environmental Stewardship, Social Responsibility 98 Outstanding Equity Awards at Fiscal Year-End and Governance (ESG) Highlights (December 31, 2020) 4 Proposals Submitted to Vote at the 2021 Annual Meeting 102 Option Exercises and Stock Vested in Fiscal Year 2020 104 Nonqualified Deferred Compensation in Fiscal Year 2020 5 Board of Directors and Corporate Governance 108 Potential Payments Upon Termination or Change in 6 Prologis Corporate Governance Tear Sheet Control 7 Election of Directors (Proposal 1) 112 CEO Pay Ratio 9 Board Evaluations and Process for Selecting Directors 113 Advisory Vote to Approve the Company’s Executive 10 Director Qualifications, Skills and Experience Compensation for 2020 (Proposal 2) 14 Director Nominees 114 Director Compensation 20 Director Independence 116 Nonqualified Deferred Compensation Plans for Directors 20 Board Leadership Structure 118 Director Compensation for Fiscal Year 2020 23 Board Committees 25 Other Governance Matters 120 Security Ownership 30 Executive Officers 124 Equity Compensation Plans 31 Environmental Stewardship, Social Responsibility and 125 Audit Matters Governance 126 Audit Committee Report 43 Executive Compensation 127 Independent Public Accountant 44 Compensation Discussion and Analysis Summary 128 Ratification of the Appointment of the Independent 45 2020 Prologis Highlights Public Accountant (Proposal 3) 46 2020 Compensation and Stockholder Outreach Highlights 129 Additional Information 55 Discussion of Compensation Comparison Group 130 Proxy and Annual Meeting FAQ 58 Compensation Elements 136 Submitting Stockholder Proposals 59 Discussion and Analysis of CEO Compensation 138 Delinquent Section 16(a) Reports 67 2020 Compensation Decisions: Annual Base Salary and 139 Annual Report to Stockholders and Corporate Bonus Opportunity Governance Documents 74 2020 Compensation Decisions: Annual LTI Equity Awards A-1 Appendix A: Definitions and Reconciliations of GAAP 77 2020 Compensation Decisions: Outperformance Plans and Non-GAAP Financial Measures 82 Other Compensation Elements and Considerations This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting of the Stockholders. Please read it carefully. The following summary highlights information contained in this proxy statement. This summary does not contain all the information you should consider and you should read the entire proxy statement before voting. For more complete information regarding our 2020 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2020. All company operational information in this proxy statement is for the year ended or as of December 31, 2020, unless otherwise noted. See Appendix A for definitions and discussion of non-GAAP measures and reconciliations to GAAP measures and for additional detail regarding definitions of terms as generally explained in the proxy statement. References in this proxy statement to “we,” “us,” “our,” the “company,” and “Prologis” refer to Prologis, Inc. and its subsidiaries, unless the context otherwise requires. Proxy Summary ϤϢϤϢ Business Highlights Our business model delivers long-term growth and outperformance. In 2020, we stood resilient through the pandemic, outperforming both operationally and in the equity markets for yet another successful year. Exceptional TSR Sector-Leading Outperformance(1) Financial Performance 234.7% seven-year TSR 17.8% net earnings and 12.7% Core FFO per share seven-year CAGR(3), Over 1,100 bps outperformance in seven-year annualized 790 bps and 710 bps above the Large- TSR over MSCI REIT Index(2) cap REIT Group seven-year CAGR average,(4) respectively Prologis Datteln Distribution Center 1, Datteln, Germany (1) 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. Measured in seven-year TSR. (2) MSCI US REIT Index is the “MSCI REIT Index.” Measured in seven-year TSR. (3) Seven-year compound annual growth rate (“CAGR”). 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 and for a calculation of the CAGR of our Core FFO per share. (4) The “Large-cap REIT Group” is our historical REIT compensation comparison group (American Tower Corporation, AvalonBay Communities, Inc., Boston Properties, Inc., Crown Castle International Corp., Digital Realty Trust, Inc., Equinix, Inc., Equity Residential, Public Storage, Inc., Simon Property Group, Inc., Ventas, Inc. and Welltower Inc.) The average rates of the Large-cap REIT Group are weighted by market capitalization. See footnotes to “Strong Growth Relative to Peers” for further detail on the calculation of the Large-cap REIT Group average.