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Industrial Logistics Properties Trust

For the period ended May 28, 2025. Filed Mar 19, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2025 · Filed Mar 19, 2025

ILPT$5.93-1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY SUMMARY

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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 12, 2025, the Record Date for our 2025 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 atwww.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.

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By Written Proxy. All shareholders of record also can authorize a proxy to vote their shares 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.

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Electronically at our 2025 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2025 Annual Meeting if they have a 16 digit control number.

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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 1,18, 34 and 48)

PROPOSAL​​BOARD RECOMMENDATION​​VOTES REQUIRED FOR APPROVAL​​​​
1 Election of Trustees ​​​FOR ALL​​Plurality of all votes cast​​
2 Advisory vote to approve executive compensation* ​​​FOR​​Majority of all votes cast​​
3 Ratification of independent auditors* ​​​FOR​​Majority of all votes cast​​

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Non-binding advisory vote.

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With respect to Proposal 1, you may vote “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR ALL EXCEPT” those nominees noted by you in the appropriate portion of your proxy card. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 3.

​​​2025 Proxy Statement​​2​

PROPOSAL 1:

ELECTION OF TRUSTEES (Page 18)

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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 Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2025 Annual Meeting, assuming the election of our Trustee nominees.

NAME OF TRUSTEES​​INDEPENDENT​​COMMITTEE MEMBERSHIP​
Bruce M. Gans, M.D.​​​​Audit Compensation​
Lisa Harris Jones​​​​Audit Nominating and Governance (Chair)​
Matthew P. Jordan​​​​​None​
Joseph L. Morea​​​​Audit (Chair)​
Kevin C. Phelan​​​​Compensation (Chair) Nominating and Governance​
Adam Portnoy​​​​​None​
June S. Youngs​​​​Audit Compensation​

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PROPOSAL 2:

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION(Page 34)

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COMPENSATION DISCUSSION AND ANALYSIS (Page 35)

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 48)

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​3​​​​2025 Proxy Statement​
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.