Lxp Industrial Trust

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the merger of LXP Industrial Trust with and into Leopard Merger Sub LLC, with Merger Sub surviving, pursuant to the July 19, 2026 Merger Agreement, and approve the other transactions contemplated by that agreement. Each common share would be converted into the right to receive $61.20 in cash, subject to specified adjustments.

   More detail

   Proposal 1 asks shareholders to approve the acquisition of LXP Industrial Trust through a merger with Leopard Merger Sub LLC, a wholly owned indirect subsidiary of Leopard REIT LLC. Merger Sub would survive the transaction and LXP would cease to exist as a separate entity. Common shareholders would receive $61.20 in cash per share, without interest and subject to specified adjustments, rather than retaining an equity interest in the surviving private entity. Approval requires the affirmative vote of holders entitled to cast a majority of all votes entitled to be cast, making abstentions and failures to vote equivalent to votes against the proposal. The transaction is supported by the Board’s view that the cash price provides value certainty and immediate liquidity compared with remaining an independent public company. The Board also relied on the negotiated increase in price, premiums to relevant trading benchmarks, committed equity and debt financing, the absence of a financing condition, and the transaction’s go-shop and fiduciary-out provisions. BofA Securities delivered a fairness opinion that the consideration was fair from a financial point of view to unaffiliated common shareholders, although the advisor did not opine on the merits of the transaction or how shareholders should vote. The Board acknowledged countervailing risks, including loss of future participation in LXP’s growth, transaction costs, litigation, taxation, lack of appraisal rights, restrictions during the interim period, and conflicts arising from executive and trustee interests. Nevertheless, the Board unanimously recommends voting FOR because it determined the merger and related transactions are advisable and in shareholders’ best interests.

2. 2

   Advisory Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to LXP’s named executive officers in connection with the merger, as disclosed under Item 402(t) of Regulation S-K.

   More detail

   Proposal 2 asks shareholders to approve, on a non-binding advisory basis, compensation that may be paid or become payable to LXP’s named executive officers because of or in connection with the merger. The proposal is the transaction-specific “say on golden parachute” vote required under Section 14A of the Exchange Act and Rule 14a-21(c). Disclosed compensation includes cash severance, accelerated vesting and cash-out of restricted share awards, healthcare continuation, and potential transaction bonuses or tax gross-ups. The filing identifies substantial estimated payments for several executives, with equity acceleration representing a significant component of the totals. Much of the severance is described as double-trigger compensation, generally requiring a qualifying termination after the change in control, while restricted share award acceleration is treated as single-trigger. The Board and Compensation Committee had not approved transaction bonuses or a gross-up plan as of the proxy date, although the merger agreement permits such payments within an aggregate limit. Approval is not a condition to closing and the vote is advisory rather than binding on LXP, Parent, or their affiliates. Consequently, contractual compensation that is otherwise due may be paid even if shareholders reject or abstain on the proposal. The Board nevertheless recommends voting FOR, allowing shareholders to express support for the disclosed arrangements in the context of the overall transaction. The required vote is a majority of votes cast, and abstentions and non-votes have no effect assuming a quorum exists.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve any adjournment of the special meeting to solicit additional proxies if there are insufficient votes to approve the Merger Proposal.

   More detail

   Proposal 3 asks shareholders to authorize adjournment of the special meeting if additional time is needed to solicit proxies for the merger proposal. The mechanism is intended to preserve the opportunity to obtain shareholder approval when the initial vote does not produce sufficient support or when attendance is insufficient to establish a quorum. The Board may also have certain independent bylaw-based authority to adjourn, subject to the merger agreement and applicable law, but shareholder approval would provide an additional procedural tool. The proposal is management-sponsored and is not a condition to completion of the merger. The Company does not intend to call a vote on it if the Merger Proposal is already approved at the special meeting. Approval requires a majority of votes cast, so abstentions and failures to vote have no effect on the outcome assuming a quorum is present. Unlike the Merger Proposal, the adjournment proposal is not decided by a majority of all votes entitled to be cast. The Board recommends voting FOR because an adjournment could help secure the votes needed to complete the transaction. The proposal does not itself approve the merger, change the merger consideration, or bind the Company to proceed if other closing conditions are not satisfied. Its practical significance is therefore procedural: it gives management additional time to seek support for Proposal 1.

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When is the Lxp Industrial Trust 2026 special meeting?

Lxp Industrial Trust (LXP) holds its 2026 special shareholder meeting on Monday, October 26, 2026.

What is the record date for the Lxp Industrial Trust 2026 meeting?

The record date for the Lxp Industrial Trust 2026 meeting is Friday, September 18, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Lxp Industrial Trust 2026 meeting?

Shareholders will vote on 3 proposals at the Lxp Industrial Trust 2026 meeting, each tagged with who proposed it and the board's recommendation.