LXP Industrial Trust (LXP) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 26, 2026, to vote on a merger with Leopard Merger Sub LLC, a subsidiary of Leopard REIT LLC, which is jointly owned by Brookfield Asset Management and CPPIB.

• Shareholders of record as of September 18, 2026, will vote on the merger, executive compensation related to the merger, and potential adjournment to solicit more proxies.

• If approved, each common share will be converted into $61.20 in cash, representing a premium over recent trading prices.

• The board unanimously recommends voting in favor of all proposals, citing strategic, financial, and market considerations.

Voting matters and shareholder proposals

• Three proposals: approval of the merger, advisory vote on executive compensation, and adjournment if more votes are needed.

• Approval of the merger requires a majority of all votes entitled to be cast; abstentions and non-votes count as votes against.

• Advisory compensation and adjournment proposals require a majority of votes cast; abstentions and non-votes have no effect.

• No dissenters' or appraisal rights are available to shareholders.

Board of directors and corporate governance

• The board conducted a thorough review, including financial and legal advice, and negotiated improved terms with the acquirer.

• A go-shop period allowed the company to solicit alternative proposals post-signing; no superior proposals were received.

• The board considered both positive and negative factors, including loss of future participation and potential conflicts of interest.