LXP Industrial Trust (LXP) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Leopard Merger Sub LLC, a subsidiary of Leopard REIT LLC, resulting in the company becoming privately owned by Leopard REIT LLC.

• Shareholders of record will receive $61.20 in cash per common share, subject to certain adjustments, if the merger is approved and completed.

• The board unanimously recommends voting in favor of the merger, citing strategic, financial, and market considerations, and has obtained a fairness opinion from BofA Securities.

• The merger consideration represents a premium over recent trading prices and analyst estimates of net asset value.

• The merger is not subject to a financing contingency; all necessary equity and debt commitments are in place.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger, (2) advisory approval of compensation for named executive officers in connection with the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies.

• Approval of the merger requires the affirmative vote of holders of a majority of all votes entitled to be cast; abstentions and failures to vote count as votes against.

• The board recommends voting FOR all three proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged financial and legal advisors, and negotiated improved terms for shareholders.

• The board considered both positive and negative factors, including the lack of an auction process and the loss of future participation in company growth.

• No contractual voting agreements are in place with any shareholders regarding the merger.