Industrial Logistics Properties Trust
For the period ended May 28, 2025. Filed Mar 19, 2025.
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May 28, 2025 · Filed Mar 19, 2025
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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): | | | ||||
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| | | ☑ | | | | 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 2025 Annual Meeting
of Shareholders and Proxy Statement
Wednesday, May 28, 2025 at 1:30 p.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/ILPT2025
BUSINESS AT A GLANCEIndustrial Logistics Properties Trust (Nasdaq: ILPT) is a real estate investment trust, or REIT, focused on owning and leasing high quality distribution and logistics properties. ILPT’s portfolio consists of more than 400 properties containing approximately 60 million rentable square feet located in 39 states. Nearly 77% ofILPT’s annualized rental revenue are derived from investment grade tenants, tenantsthat are subsidiaries of investment grade rated entities or Hawaii land leases. ILPT is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $40 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. ILPT is headquartered in Newton, MA. For more information, visit www.ilptreit.com. 400+INDUSTRIAL AND LOGISTICS PROPERTIES7.8YEARS OF WEIGHTED AVERAGE REMAINING LEASE TERM ~60MILLION RENTABLE SQUARE FEET~77%ANNUALIZED RENTS FROM INVESTMENT GRADE TENANTS/ SUBSIDIARIES OR HAWAII LAND LEASES 94.4%OCCUPANCY300+TENANTS 2024 BUSINESS HIGHLIGHTS•Executed 6.1 million square feet of new and renewal leases and rent resets in 2024 at an overall roll-up in rents of 18.2%, with embedded opportunities for continued rent growth as 6.3 million square feet is scheduled
to expire through 2026.•Stable portfolio occupancy of 94.4% with a weighted average lease term (by annualized rental revenues) of 7.8 years.•Cash flows remain stable and secure, evidenced by 1.1% year over year growth in rental income and 77% of annualized rental revenues are derived from investment grade tenants, tenants that are subsidiaries of investment grade rated entities or Hawaii land leases.•ILPT has no near-term debt maturities until 2027, including any extension options.•All of ILPT’s debt is carried at a fixed rate, or is fixed through interest rate caps, for a total weighted average interest rate of 5.51%.•Appointed Marc Krohn as its Vice President.
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 1:30 p.m. on Wednesday, May 28, 2025. 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 2024 with a portfolio of 411 distribution and logistics properties in 39 states totaling approximately 60 million square feet, including our unique Hawaii land leases consisting of 226 properties totaling more than 16 million square feet. Our consolidated occupancy at year-end was 94.4%. Our portfolio has a weighted average lease term by square feet of seven years and is anchored by tenants with strong business profiles and stable cash flows. ILPT’s top 10 tenants account for 48% of our total annualized rental revenues and nearly 77% of our annualized rental revenues come from investment-grade rated tenants, or their subsidiaries, or from our secure Hawaii land leases.
We finished the year with strong demand for our high-quality portfolio, consistent with the trends we saw throughout 2023. For the full year, we entered into 58 new and renewal leases, and one rent reset, totaling 6.1 million square feet at weighted average rental rates that were 18.2% higher than prior rental rates for the same space. The anticipated impact of this activity is an increase of $8.2 million dollars in annualized rental revenue, of which 41% has not yet been realized but is expected to take effect in 2025 or beyond. We believe these results showcase our ability to generate organic cash flow growth while maintaining portfolio stability.
During 2024, 31 of our properties received the Kingsley Excellence Award, which recognizes properties that outperform the Index benchmark for overall satisfaction and our portfolio as a whole exceeded the Kingsley benchmark in every category including management satisfaction, leasing satisfaction, renewal intentions and overall satisfaction.
Looking ahead to 2025, 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 19, 2025
| | | | | Bruce M. Gans, M.D. | | | Kevin C. Phelan | |
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| | | | | Lisa Harris Jones | | | Adam Portnoy | |
| | | | | Matthew P. Jordan | | | June S. Youngs | |
| | | | | Joseph L. Morea | | | | |
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST
| | Location: Live Webcast Accessible at https:// www.virtualshareholder meeting.com/ILPT2025 Date: Wednesday, May 28, 2025 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 2025 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 12, 2025 (the “Record Date”). | |
| | | | | Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on May 27, 2025. • 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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2025 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 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ILPT2025 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 other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed. | |
| | | | | Please see the accompanying Proxy Statement for additional information. | |
| | | | | By Order of our Board of Trustees, Jennifer B. Clark Secretary March 19, 2025 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.