Industrial Logistics Properties Trust

8-K · tm2617144d1_8k.htm iXBRL

0001717307

 2026-06-09
 2026-06-09

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 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):
 June 9, 2026

  

 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 June 9, 2026, pursuant to the recommendation of the Nominating and Governance Committee, the Company’s Board of Trustees (the
“Board”) increased its size from seven to eight members and elected Elena B. Poptodorova as an Independent Trustee with a
term to expire at the Company’s 2027 annual meeting of shareholders to fill the vacancy created thereby. The Board appointed Ms.
Poptodorova to serve on the Audit, Compensation and Nominating and Governance Committees.

  

 Ms. Poptodorova, age 74, has served as vice president and director for Euro-Atlantic affairs of the Atlantic Club of Bulgaria since 2017
and served as vice president of the Atlantic Treaty Association from 2017 to 2020 and is currently a member of its Governing Board. Ms.
Poptodorova has also served as a trustee of Office Properties Income Trust since 2017, and she previously served as a director of TravelCenters
of America Inc. from 2020 until its acquisition by BP Products North America Inc. in May 2023. Ms. Poptodorova served as director of the
Shapiro-Silverberg AJC Central Europe Office from October 2016 to February 2017. Ms. Poptodorova was the ambassador extraordinary and
plenipotentiary of the Republic of Bulgaria to the United States from 2010 to 2016 and from 2002 to 2008. During this time, she facilitated
foreign investments in Bulgaria’s information technology sector and assisted the development of transatlantic business association
to support investment ventures. From 2009 to 2010, Ms. Poptodorova was the director of the Security Policy Directorate at the Ministry
of Foreign Affairs, and from 2008 to 2009, she served as the ambassador-at-large for the Black Sea Region. From 2001 to 2002, Ms. Poptodorova
served as a spokesperson of the Ministry of Foreign Affairs and director of the Human Rights and International Humanitarian Organizations
Directorate. Ms. Poptodorova was a national legislator and Member of Parliament in the Bulgarian Parliament from 1990 to 2001, where she
served on a variety of committees, including the national security, human rights, media and agriculture committees. During her service
as a Member of Parliament, Ms. Poptodorova also served as a member of the Parliamentary Assembly of the Council of Europe in Strasbourg
from 1997 to 2001. Ms. Poptodorova worked extensively on communal property and industrial property matters with the local government of
her electoral district. In addition to her extensive government service, Ms. Poptodorova has served as a board member of the European
Institute, the Executive Council on Diplomacy, the Women’s Foreign Policy Group and American University in Bulgaria, and is a current
board member of the U.S.-Bulgarian Chamber in America, the American Foundation for Bulgaria and the Institute for Cultural Diplomacy in
Germany.

  

 The Board concluded that Ms. Poptodorova is qualified to serve as an
Independent Trustee in accordance with the requirements of The Nasdaq Stock Market LLC, the Securities and Exchange Commission and our
governing documents. For her service as an Independent Trustee, Ms. Poptodorova will be entitled to the compensation we generally provide
to Independent Trustees. There is no arrangement or understanding between Ms. Poptodorova and any other person pursuant to which Ms. Poptodorova
was selected as a Trustee. There are no transactions, relationships or agreements between Ms. Poptodorova and us that would require disclosure
pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Ms. Poptodorova does
not have a family relationship with any member of the Board or any of our executive officers.

  

 In connection with her election as an Independent Trustee, we entered
into an indemnification agreement with Ms. Poptodorova, which agreement is on substantially the same terms as the indemnification agreements
we have entered with our other Trustees and executive officers. We have previously filed a form of indemnification agreement as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, which form
is incorporated herein by reference. 

  

  

  

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

  

 At the Company’s annual meeting of shareholders held on June 9, 2026 (the “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 2027 annual
meeting of shareholders and until her or his 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

 Yael Duffy  
 28,139,897  
 564,168  
 21,001,576

 Bruce M. Gans, M.D.  
 28,001,382  
 702,683  
 21,001,576

 Lisa Harris Jones  
 20,340,412  
 8,363,653  
 21,001,576

 Joseph L. Morea  
 28,008,221  
 695,844  
 21,001,576

 Kevin C. Phelan  
 22,825,939  
 5,878,126  
 21,001,576

 Adam Portnoy  
 20,062,742  
 8,641,323  
 21,001,576

 June S. Youngs  
 27,989,472  
 714,593  
 21,001,576

  

 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 Annual Meeting. This proposal received the following votes:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 27,102,794
  
 1,201,163
  
 400,108
  
 21,001,576

  

 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

 26,959,145
  
 364,772
  
 1,081,625
  
 298,523
  
 21,001,576

  

 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 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 Deloitte
& Touche LLP as the Company’s independent auditors to serve for the 2026 fiscal year. This proposal received the following votes:

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 49,402,172
  
 255,510
  
 47,959
  
 N/A

  

 The results reported above are final voting results.

  

 Item 9.01.
 Financial Statements and Exhibits.

  

 (d) Exhibits.

  

  
 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 10, 2026