Industrial Logistics Properties Trust

​

PROXY SUMMARY

This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on March 14, 2024, the Record Date for our 2024 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 1)

You can vote by any of the following methods:

•

By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.

​

•

By Written Proxy. All shareholders of record also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.

​

•

Electronically at our 2024 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2024 Annual Meeting if they have a legal proxy.

​

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We endeavor to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to our shareholders and other stakeholders to conduct our business in an environmentally and socially responsible manner.

VOTING (Page 1,21,37 and 51)

​

Non-binding advisory vote.

​

With respect to Proposal 1, you may vote “FOR” or “WITHHOLD” with respect to each nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 3.

PROPOSAL 1:

ELECTION OF TRUSTEES (Page 21)

​

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Bruce M. Gans, M.D., Lisa Harris Jones, Joseph L. Morea, Kevin C. Phelan and June S. Youngs as Independent Trustees and Matthew P. Jordan and Adam D. Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2024 Annual Meeting, assuming the election of our Trustee nominees.

​

PROPOSAL 2:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION(Page 37)

​

COMPENSATION DISCUSSION AND ANALYSIS (Page 38)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC (“RMR”). Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3:

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHELLP AS INDEPENDENT AUDITORS (Page 51)

​