Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible. The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. An independent Board Chairman could help Prologis deal with its declining stock price. Prologis stock was at $174 in 2022 and only at $125 in late 2025 despite a robust stock market. An independent Board Chairman could also help Prologis deal with headwinds like those that emerged in 2025: Market rents in some areas, particularly Southern California, have declined. One report noted an approximate 1.4% decline during the second quarter, reflecting pricing pressure. Market vacancy rates have risen slightly (to around 7.4% in the U.S. in Q2), and net absorption (the measure of new space leased) has been subdued. This indicates a potential oversupply in some markets due to high new supply over the prior 2 years. Prologis said that bad debt levels are higher than historical norms, a trend not expected to improve in the near term, indicating potential credit risks among tenants. Prologis’ strategic capital business experienced approximately $300 million in net outflows from its open ended vehicles during the second quarter. Management has described the current environment as “choppy” and anticipates this uncertainty will impact customer decision making for several quarters. Some financial analyses in 2025 suggested the stock may be overvalued, based on metrics like the price to earnings (P/E) ratio and Discounted Cash Flow (DCF) analysis. The stock has also experienced heightened volatility, with a 52 week low of $85. Net profit margins decreased to 35% from 37% the previous year, and annualized earnings growth slowed to just 4% in 2025.