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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 oR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 28, 2020

 

Industrial Logistics Properties Trust

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-38342   82-2809631
(Commission File Number)   (IRS Employer Identification No.)

 

Two Newton Place,
255 Washington Street, Suite 300
Newton, Massachusetts 		  02458-1634
(Address of Principal Executive Offices)   (Zip Code)

 

617-219-1460

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title Of Each Class   Trading Symbol(s)   Name Of Each Exchange On
Which Registered
Common Shares of Beneficial Interest   ILPT   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

In this Current Report on Form 8-K, the terms “we,” “us,” “our” and “the Company” refer to Industrial Logistics Properties Trust.

 

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 28, 2020, the Board of Trustees (the “Board”) promoted Yael Duffy, the Company’s Vice President, to the offices of Vice President and Chief Operating Officer. Ms. Duffy does not have any family relationships with any of the Company’s Trustees or executive officers, is not a party to any transactions of the type listed in Item 404(a) of Regulation S-K, and was not appointed pursuant to any arrangement or understanding with any other person. Ms. Duffy’s biography is contained in the Company’s proxy statement for the Company’s annual meeting of shareholders held on May 28, 2020 (the “Annual Meeting”), which was filed with the Securities and Exchange Commission on April 13, 2020 (the “2020 Proxy Statement”), and is incorporated herein by reference.

 

Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As discussed below in Item 5.07, at the Annual Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Declaration of Trust to provide for the annual election of all Trustees beginning with the 2023 annual meeting of shareholders. Beginning with the 2021 annual meeting of shareholders, the Trustees whose terms expire at an annual meeting (or such Trustees’ successors) will stand for election at the meeting for one-year terms and all Trustees (or such Trustees’ successors) will stand for election at the 2023 annual meeting of shareholders, and thereafter, for one-year terms. In accordance with Maryland law, in order to give proper effect to this amendment, on May 28, 2020, the Company filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland. Upon the filing of the Articles of Amendment, the amendment became effective. The foregoing description of the amendment is not complete and is subject to and qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07.          Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the Company’s shareholders voted on the election of Bruce M. Gans as an Independent Trustee in Class II of the Board for a three year term of office continuing until the Company’s 2023 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Gans received the following votes:

 

For   Withhold   Broker Non-Votes
30,526,495   25,024,981   4,560,080

 

The Company’s shareholders also voted on the election of Adam D. Portnoy as a Managing Trustee in Class II of the Board for a three year term of office continuing until the Company’s 2023 annual meeting of shareholders and until his successor is duly elected and qualifies. Mr. Portnoy received the following votes:

 

For   Withhold   Broker Non-Votes
35,613,484   19,937,992   4,560,080

 

The Company’s shareholders also voted on the approval of an amendment to the Company’s Declaration of Trust to provide for the annual election of all Trustees beginning with the Company’s 2023 annual meeting of shareholders. This proposal received the following votes:

 

For   Against   Abstain   Broker Non-Votes
55,349,115   68,583   133,778   4,560,080

 

The Company’s shareholders also voted on a non-binding advisory resolution on the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the 2020 Proxy Statement. This proposal received the following votes:

 

For   Against   Abstain   Broker Non-Votes
52,389,130   2,862,399   299,947   4,560,080

 

 

 

 

The Company’s shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes:

 

One Year   Two Years   Three Years   Abstain   Broker Non-Votes
50,379,550   171,798   4,854,685   145,443   4,560,080

 

Consistent with the shareholder vote, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers every one year. The Board may, in its discretion, determine to change the frequency with which the Company holds this vote.

 

The Company’s shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent auditors to serve for the 2020 fiscal year. This proposal received the following votes:

 

For   Against   Abstain   Broker Non-Votes
59,926,183   106,461   78,912   N/A

 

The results reported above are final voting results.

 

Item 8.01.          Other Events.

 

Trustee Compensation

 

Also on May 28, 2020, the Company updated its Trustee compensation arrangements. A summary of the Company’s currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Consistent with the Company’s Trustee compensation arrangements, on May 28, 2020, the Company awarded each of the Company’s Trustees 3,500 common shares of beneficial interest, $0.01 par value (“Common Shares”), valued at $18.77 per share, the closing price of the Common Shares on The Nasdaq Stock Market LLC on that date.

 

Item 9.01.          Financial Statements and Exhibits.

 

(d)        Exhibits.

 

3.1 Articles of Amendment to the Declaration of Trust of Industrial Logistics Properties Trust, dated May 28, 2020
     
  10.1 Summary of Trustee Compensation
     
  104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

 

  2  

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INDUSTRIAL LOGISTICS PROPERTIES TRUST
     
  By: /s/ Richard W. Siedel, Jr.
  Name: Richard W. Siedel, Jr.
  Title: Chief Financial Officer and Treasurer

 

Date:  May 29, 2020

 

 

 

 

Exhibit 3.1

 

INDUSTRIAL LOGISTICS PROPERTIES TRUST

 

ARTICLES OF AMENDMENT

 

Industrial Logistics Properties Trust, a Maryland real estate investment (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

 

FIRST: The Articles of Amendment and Restatement of the Trust, as amended (the “Declaration of Trust”), is hereby amended by repealing Section 5.3(b) of Article V in its entirety and in lieu thereof replacing it with the following new Section 5.3(b):

 

The Trustees are and shall remain divided into three classes until the Trust’s annual meeting of shareholders of the Trust held in calendar year 2023 (the “2023 Annual Meeting”). The terms of the Trustees shall be determined as follows: (i) at the annual meeting of shareholders of the Trust that is held in calendar year 2020 (the “2020 Annual Meeting”), the Trustees whose terms expire at the 2020 Annual Meeting (or such Trustees’ successor) shall be elected to hold office for a three-year term expiring at the 2023 Annual Meeting; (ii) at the annual meeting of shareholders of the Trust that is held in calendar year 2021 (the “2021 Annual Meeting”), the Trustees whose terms expire at the 2021 Annual Meeting (or such Trustees’ successors) shall be elected to hold office for one-year terms expiring at the annual meeting of shareholders of the Trust that is held in calendar year 2022 (the “2022 Annual Meeting”); (iii) at the 2022 Annual Meeting, the Trustees whose terms expire at the 2022 Annual Meeting (or such Trustees’ successors) shall be elected to hold office for one-year terms expiring at the 2023 Annual Meeting; and (iv) at the 2023 Annual Meeting, and at each annual meeting of shareholders of the Trust thereafter, all Trustees shall be elected to hold office for one-year terms expiring at the next annual meeting of shareholders following his or her election.  For the avoidance of doubt, each Trustee elected or appointed to the Board of Trustees to serve a term that commenced before the 2021 Annual Meeting (an “Existing Trustee”), and each Trustee elected or appointed to the Board of Trustees to fill a vacancy resulting from the death, resignation or removal of an Existing Trustee, shall serve for the full term to which the Existing Trustee was elected or appointed.

 

SECOND: The foregoing amendment to the Declaration of Trust was advised by the Board of Trustees of the Trust and approved by the shareholders of the Trust as required by law.

 

THIRD: The undersigned officer acknowledges these Articles of Amendment to be the official act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of the officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be executed in its name and on its behalf by its President, and attested to by its Secretary, on this 28th day of May, 2020.

 

ATTEST   INDUSTRIAL LOGISTICS PROPERTIES TRUST  
       
/s/ Jennifer B. Clark   By: /s/ John G. Murray (SEAL)
Jennifer B. Clark     John G. Murray  
Secretary     President and Chief Executive Officer  

 

 

 

 

Exhibit 10.1

 

INDUSTRIAL LOGISTICS PROPERTIES TRUST

 

Summary of Trustee Compensation

 

The following is a summary of the currently effective compensation of the Trustees of Industrial Logistics Properties Trust (the “Company”) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the “Board”) or the Compensation Committee of the Board, as applicable:

 

· Each Independent Trustee receives an annual fee of $75,000 for services as a Trustee. The annual fee for any new Independent Trustee is prorated for the initial year.

 

· Each Independent Trustee who serves as a committee chair of the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $17,500, $12,500 and $12,500, respectively. The committee chair fee for any new committee chair is prorated for the initial year.

 

· The Lead Independent Trustee receives an additional annual cash retainer fee of $15,000 for serving in this role.

 

· Each Trustee receives a grant of 3,500 of the Company’s common shares of beneficial interest on the date of the first Board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first Board meeting attended).

 

· The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred in connection with their attending certain continuing education programs.