Industrial Logistics Properties Trust
For the period ended May 30, 2024. Filed Mar 20, 2024.
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May 30, 2024 · Filed Mar 20, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| | ☑ | | | Filed by the Registrant | | | ☐ | | | Filed by a Party other than the Registrant | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | | |
| | | ☑ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material under §.240.14a-12 | | |
Industrial Logistics Properties Trust
(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): | | | ||||
|---|---|---|---|---|---|---|---|---|
| | | ☑ | | | | No fee required. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
Notice of 2024 Annual Meeting
of Shareholders and Proxy Statement
Thursday, May 30, 2024 at 1:30 p.m., Eastern time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/ILPT2024
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2024 Annual Meeting of Shareholders, which will be held virtually at 1:30 p.m. on Thursday, May 30, 2024. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.
ILPT ended 2023 with our portfolio of 411 warehouse and distribution properties in 39 states totaling approximately 60 million square feet, including 16.7 million square feet of industrial land and properties in Hawaii, 98.8% occupied. Our portfolio has a weighted average remaining lease term of 8.1 years and is anchored by tenants with strong business profiles and well recognized brands that continue to benefit from e-commerce. FedEx is our largest tenant, representing 29.7% of our annualized revenues, followed by Amazon and Home Depot at 6.7% and 2.1% of our annualized revenues, respectively. Our top ten tenants account for nearly half of our total annualized revenues and 77% of our revenues come from investment grade tenants or their subsidiaries and from our secure Hawaii land leases.
During 2023, we entered into 56 new and renewal leases and four rent reset agreements for 5.4 million square feet. Same Property NOI and Same Property Cash Basis NOI increased 3.3% and 4.5%, respectively, compared to the prior year. Rents were 20.5% higher than prior rental rates for the same space. The impact of this activity is an increase of $7.4 million in annualized rental revenues, more than 40% of which we will begin to benefit from in 2024.
Also during 2023, we sold three properties for aggregate sale proceeds of $25.5 million, excluding closing costs. We used the sale proceeds to enhance our liquidity. As of year end, we had unrestricted cash of $112 million.
Looking ahead to 2024, we remain focused on leasing our properties with pending expirations and believe there is continued opportunity to generate organic cash flow growth and reduce leverage.
We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.
March 20, 2024
| | | | | Bruce M. Gans, M.D. | | | Kevin C. Phelan | |
|---|---|---|---|---|---|---|---|---|
| | | | | Lisa Harris Jones | | | Adam D. Portnoy | |
| | | | | Matthew P. Jordan | | | June S. Youngs | |
| | | | | Joseph L. Morea | | | | |
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST
| | Location: Live Webcast Accessible at https:// www.virtualshareholder meeting.com/ILPT2024 Date: Thursday, May 30, 2024 Time: 1:30 p.m., Eastern time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2024 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. | |
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| | | | | Record Date: You can vote if you were a shareholder of record as of the close of business on March 14, 2024 (the “Record Date”). | |
| | | | | Attending Our 2024 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders which will be conducted exclusively by webcast. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on May 29, 2024. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed. | |
| | | | | Please see the accompanying Proxy Statement for additional information. | |
| | | | | By Order of our Board of Trustees, Signature Jennifer B. Clark Secretary March 20, 2024 | |
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