Industrial Logistics Properties Trust Files 8-K

TL;DR

ILPT filed an 8-K on May 30th covering corporate changes and shareholder votes.

AI Summary

Industrial Logistics Properties Trust filed an 8-K on June 3, 2024, reporting events as of May 30, 2024. The filing indicates changes to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. It also includes financial statements and exhibits.

Why It Matters

This filing provides updates on corporate governance and potential shareholder votes, which can impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate material adverse information.

Key Players & Entities

• Industrial Logistics Properties Trust (company) — Registrant
• May 30, 2024 (date) — Date of earliest event reported
• June 3, 2024 (date) — Filing date
• Maryland (jurisdiction) — State of Incorporation
• 001-38342 (identifier) — SEC File Number

FAQ

Filing Documents

• tm2415871d1_8k.htm (8-K) — 47KB
• tm2415871d1_ex3-2.htm (EX-3.2) — 278KB
• tm2415871d1_ex3-3.htm (EX-3.3) — 332KB
• 0001104659-24-067489.txt ( ) — 953KB
• ilpt-20240530.xsd (EX-101.SCH) — 3KB
• ilpt-20240530_lab.xml (EX-101.LAB) — 33KB
• ilpt-20240530_pre.xml (EX-101.PRE) — 22KB
• tm2415871d1_8k_htm.xml (XML) — 4KB

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 30, 2024, our Board of Trustees (the "Board") approved and adopted our Third Amended and Restated Bylaws (the "Amended Bylaws"), to (1) reduce the permitted ownership of our shares on a prospective basis, from 9.8% to 5%, in order to preserve our cumulative net operating losses, as further described below, (2) eliminate provisions which, subject to certain exceptions, allowed for the resolution of disputes, claims or controversies brought by a shareholder against us or any Trustee, officer, manager, agent or employee of us on such shareholder's own behalf, on behalf of us or on behalf of any series or class of shares or shareholders, including derivative and class actions, through binding and final arbitration in accordance with specified procedures, and (3) make certain clarifying, administrative and conforming changes. The new Article IX of our Amended Bylaws generally provides that transfers of our shares (and certain other securities) to a person, entity or group which is then, or would become as a result, an owner of 5% or more of our outstanding shares would be void in total for transferees then already owning 5% or more of our shares and, for transferees that would otherwise become owners of 5% or more of our shares, to the extent the transfer would so result in such level of ownership by the proposed transferee. The prohibited transfer threshold was set at 5% because transfers at or above that level could result in limitations on our ability to use our net operating losses and other tax benefits to reduce our future taxable income, as provided under the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations and rulings issued thereunder. Shares relating to attempted transfers in violation of the Article IX prohibition may be subject to transfer to a charitable trust in accordance with the provisions of Article VII of our Decl

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company's annual meeting of shareholders held on May 30, 2024 (the "2024 Annual Meeting"), the Company's shareholders voted on the election of seven Trustees to the Board each for a one year term of office continuing until the Company's 2025 annual meeting of shareholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Trustees and received the following votes: Nominee Votes For Withhold Broker Non-Votes Bruce M. Gans, M.D. 34,861,935 7,236,674 13,452,698 Lisa Harris Jones 29,382,655 12,715,954 13,452,698 Matthew P. Jordan 34,778,092 7,320,517 13,452,698 Joseph L. Morea 34,884,854 7,213,755 13,452,698 Kevin C. Phelan 30,288,267 11,810,342 13,452,698 Adam D. Portnoy 28,166,966 13,931,643 13,452,698 June S. Youngs 34,889,644 7,208,965 13,452,698 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 Company's proxy statement relating to the 2024 Annual Meeting. This proposal received the following votes: For Against Abstain Broker Non-Votes 33,152,078 8,369,065 577,466 13,452,698 The Company's shareholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2024 fiscal year. This proposal received the following votes: For Against Abstain Broker Non-Votes 49,524,347 4,702,884 1,324,076 N/A The results reported above are final voting results.

01. Other Events

Item 8.01. Other Events. On May 30, 2024, the Board appointed Marc Krohn as Vice President of the Company, effective immediately. Mr. Krohn, age 56, is a Vice President of The RMR Group LLC where he is responsible for overseeing leasing, operations, and management of the Company's mainland industrial portfolio. Mr. Krohn has more than 20 years of commercial real estate experience.

01.Financial

Item 9.01.Financial Exhibit Number Description 3.2 Third Amended and Restated Bylaws of the Company, adopted May 30, 2024 (Filed herewith) 3.3 Third Amended and Restated Bylaws of the Company, adopted May 30, 2024 (marked copy) (Filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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/ Tiffany R. Sy Name: Tiffany R. Sy Title: Chief Financial Officer and Treasurer Date: June 3, 2024

View Full Filing

View this 8-K filing on SEC EDGAR