Industrial Logistics Properties Trust (ILPT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Portfolio includes over 400 properties, 60 million rentable square feet, 94.4% occupancy, and 77% of annualized rents from investment grade tenants or Hawaii land leases.

• 2024 saw 6.1 million square feet of new and renewal leases at an 18.2% rent roll-up, with stable cash flows and no near-term debt maturities until 2027.

• Board and management emphasize organic cash flow growth, portfolio stability, and continued focus on reducing leverage in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven trustee nominees, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditors for 2025.

• Board recommends voting for all proposals; plurality required for trustees, majority for other proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 19, 2025, with proxy access and advance notice provisions detailed.

Board of directors and corporate governance

• Board expanded to seven members, 71% independent, with two new independent trustees added since 2020.

• Board declassified so all trustees stand for annual election; proxy access bylaw adopted.

• Board diversity: 29% women, 29% underrepresented groups; average tenure 5.7 years, average age 65.

• Korn Ferry retained for board refreshment and candidate vetting.

• All board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent trustees.