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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

				Filed by the Registrant				Filed by a Party other than the Registrant

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Industrial Logistics Properties Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2020 Annual Meeting
of Shareholders and Proxy Statement

Thursday, May 28, 2020 at 9:30 a.m., Eastern time

Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458

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LETTER TO OUR SHAREHOLDERS FROM OUR
BOARD OF TRUSTEES

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Dear Fellow Shareholders:

Please join us for our annual meeting on Thursday, May 28, 2020. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites shareholders' receipt of these important materials while lowering cost and reducing the environmental impact of our annual meeting.

Please be assured that our Board takes seriously our role in the oversight of our Company's long term business strategy, which is the best path to long term value creation for you, our shareholders. In 2019, some highlights of the implementation of our long term business strategy were:

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obtaining 4.31% mortgage financing for a select portfolio of our Hawaii properties with a $500 million book value at a $1.4 billion appraisal value, unlocking hidden value and providing us with low cost fixed capital to fund acquisitions;



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making strategic acquisitions to enhance our mainland portfolio's stable cash flows from long term leases with strong credit quality tenants; and



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enhancing our credit profile by refinancing $350 million of floating rate debt with low fixed rate debt.

We also continue to make significant progress on our previously announced multiyear process of examining our fundamental governance policies. Shareholder engagement and feedback have been critical components of this re-examination. Last year we adopted a proxy access bylaw and amended our Declaration of Trust to provide for a plurality vote standard in contested elections of our Trustees. This year, we are proposing that shareholders vote to amend our Declaration of Trust to provide for annual Trustee elections. We have expanded our Board to include two new Independent Trustees who bring significant industry experience and result in our Board being comprised of more than 70% Independent Trustees, two women and one African American. We discuss our continuing plans and progress in more detail in the accompanying Proxy Statement.

Since we began writing this letter to you, 2019 has been overshadowed by the COVID-19 pandemic and market tumult. With events and circumstances in constant flux, any commentary we give here may be outdated by the time you have the opportunity to read this letter. Instead, we simply want to assure you that we are vigilantly monitoring changing events and circumstances with an eye to managing for the global good, mitigating the negative impact on our business and best positioning us for stability and recovery when this crisis passes. As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website at www.ilptreit.com.

We thank you for your investment in Industrial Logistics Properties Trust and for the confidence you put in this Board to oversee your interests in our business.

April 13, 2020

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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS OF INDUSTRIAL LOGISTICS PROPERTIES TRUST

	​	Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to the Company's Board of Trustees; • Approve an amendment to our Declaration of Trust to provide for the annual election of all Trustees; • Advisory vote to approve executive compensation; • Advisory vote on the frequency of future advisory votes to approve executive compensation; • Ratify the appointment of Ernst & Young LLP as independent auditors to serve for the 2020 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Record date: You can vote if you were a shareholder of record as of the close of business on March 16, 2020. If you are attending the meeting, you will be asked to present photo identification for admission. • Record owners:  If you are a shareholder as of the record date who holds shares directly, you need not present any documentation to attend our 2020 Annual Meeting, other than photo identification. • Beneficial owners:  If you are a shareholder as of the record date who holds shares indirectly through a brokerage firm, bank or other nominee, you must present evidence of your beneficial ownership of shares.

* As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that our 2020 Annual Meeting may be held virtually solely by means of remote communication or live webcast. If we take this step, we will announce the decision to do so in advance, and will provide details on how to participate in a press release and on our website at www.ilptreit.com.

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PROXY STATEMENT

Our Board of Trustees (our "Board") of Industrial Logistics Properties Trust (the "Company," "we," "us" or "our") is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2020 annual meeting of shareholders. Our annual meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Thursday, May 28, 2020, at 9:30 a.m., Eastern time, subject to any adjournments or postponements thereof (the "2020 Annual Meeting").* We are first making these proxy materials available to shareholders on or about April 13, 2020.

Only owners of record of common shares of beneficial interest of the Company ("Common Shares") as of the close of business on March 16, 2020, the record date for our 2020 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date. On March 16, 2020, there were approximately 65,185,677 Common Shares issued and outstanding.

The mailing address of our principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

* As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that our 2020 Annual Meeting may be held virtually solely by means of remote communication or via a live webcast. If we take this step, we will announce the decision to do so in advance, and we will provide details on how to participate in a press release and on our website at www.ilptreit.com.

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PLEASE VOTE

Please vote to play a part in our Company's future. The Nasdaq Stock Market LLC (the "Nasdaq") rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

You can vote in advance in one of three ways:

via the internet		Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern time, on May 27, 2020 to authorize a proxy VIA THE INTERNET.
by phone		Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern time, on May 27, 2020 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
by mail		Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

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To review and download easy to read versions of our Proxy Statement and Annual Report.

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To sign up for future electronic delivery to reduce the impact on the environment.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Last year, our Board announced that, in recognition of the relationship between corporate governance and long term performance, and as a result of engagement with and feedback from our shareholders, our Board was embarking on a review of the Company's corporate governance principles. Our Board expects that corporate governance reform will be a multi-year process and, as it weighs various alternatives, our Board is prioritizing its consideration based on a review of best practices and input from our shareholders. Based on these principles, last year our Board:

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amended our Bylaws to add a proxy access bylaw;



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amended our Declaration of Trust to provide for a plurality vote standard in contested elections;



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retained Korn Ferry, a leading executive search and consulting firm, to help identify and evaluate candidates to expand and refresh our Board; and



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reviewed and updated our governance guidelines to further develop the duties and responsibilities of the Lead Independent Trustee and to establish clear duties and responsibilities for the Chair of our Board.

Our Board is continuing to evaluate the Company's corporate governance principles and has established the following priorities and taken the following steps:

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expanding our Board by adding two new Board members with deep industry experience which also has the effect of causing our Board to be comprised of more than 70% Independent Trustees, two women and one African American;



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conducting a shareholder outreach to all of our shareholders who hold 1% or more of our common shares, which resulted in meaningful engagements with more than 44.3% of our shareholders;



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asking shareholders in this Proxy Statement to approve an amendment to our Declaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 annual meeting of shareholders; and



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enhancing our compensation and sustainability disclosure and reporting in response to shareholder feedback.

As our Board continues on the path to enhanced governance practices, we appreciate your support of our Board and these initiatives.

We are currently governed by a seven member Board of Trustees. Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long term interests of shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board has recently added two Independent Trustees, Kevin C. Phelan and Laura A. Wilkin, to expand and refresh its composition for several reasons, including to increase the ratio of Independent Trustees to Managing Trustees, create more skill mix and

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diversity and ensure a smooth transition if and when a Trustee decides to retire or otherwise leaves our Board. Our Board believes that continuity is important to the effective conduct of our business and expects a continued refreshment process will take place over several years. To facilitate these efforts, in 2019 our Board retained Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;



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creating an even playing field among candidates identified regardless of source;



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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and



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assisting in attracting and vetting candidates.

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Bylaws provide that the size of our Board shall initially be five members until increased or decreased by our Board. Our Board's recent increase in size reflects our Board's current view of its optimal size. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board's criteria. They also provide research and pertinent information regarding candidates, as requested.

We follow the Investor Stewardship Group's ("ISG") Corporate Governance Framework for U.S. Listed Companies, as summarized below:

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Overview. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the communities in which we are located. We seek to operate our properties in ways that improve the economic performance of their operations, while simultaneously managing energy and water consumption, as well as greenhouse gas emissions.

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Our environmental sustainability and community engagement strategies are primarily implemented by our manager, RMR LLC, and focus on a complementary set of objectives, including the following:

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Responsible Investment: During the acquisition of properties, RMR LLC assesses, among other things, environmental sustainability opportunities and climate related risks as part of the due diligence process. We also seek to invest capital in our properties that both improves environmental performance and enhances asset value.



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Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties' competitive position.



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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties. We have no employees but our manager, RMR LLC, regularly encourages its employees to engage in a variety of charitable and community programs, including participation in a company-wide service day and a charitable giving matching program. RMR LLC also continuously invests in its workforce and in 2019 it received the Real Estate Management Excellence (REME) Award for Employee & Leadership Development from the Institute of Real Estate Management (IREM).



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Diversity: We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of 29% women and 14% African American, and we were ranked by the 2020 Women on Boards organization as a "Winning" company, the best ranking given by the organization. RMR LLC is an equal opportunity employer.

Our manager, RMR LLC, earned recognition in 2019 and 2020 as an ENERGY STAR® Partner of the Year in the Service and Product Provider category.

To learn more about our and RMR LLC's sustainability initiatives, visit www.rmrgroup.com/corporate-sustainability.

Oversight of Strategy

Oversight of Risk

Succession Planning

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Our Board oversees and monitors strategic planning.

Our Board oversees risk management.

Our Board oversees succession planning and talent development for senior executive positions.

Business strategy is a key focus of our Board and embedded in the work of Board committees.

Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

Company management is charged with executing business strategy and provides regular performance updates to our Board.

Company management is charged with managing risk, through robust internal processes and effective internal controls.

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

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Our Board is elected by shareholders to oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the safeguarding of our assets, the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board's understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of our business strategy.

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR LLC, and RMR LLC and our officers and Director of Internal Audit are responsible for incorporating risk management in their activities. Our Director of Internal Audit reports to our Audit Committee and provides us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees review regularly a wide range of reports RMR LLC and other service providers provide, including:

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reports on market and industry conditions;



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operating and regulatory compliance reports;



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financial reports;



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reports on risk management activities;



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regulatory and legislative updates that may impact us;



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reports on the security of our information technology processes and our data; and



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legal proceedings updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with representatives of RMR LLC, our officers, our Director of Internal Audit, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review periodic reports from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting. Our Audit Committee also reviews, approves and oversees an internal audit plan developed by our Director of Internal Audit with the goal of helping us systematically evaluate the effectiveness of its risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings to our Board. Our Audit Committee also meets periodically with our Director of Internal Audit to review the results of our internal audits, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management.

Our Audit Committee considers risks related to cybersecurity and receives regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by our Company, including updates on the internal and external cybersecurity landscape and relevant technical developments.

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Our Compensation Committee whose duties are detailed in its charter, among other duties, evaluates the performance of our Director of Internal Audit and RMR LLC's performance under our business and property management agreements, including any perceived risks created by compensation arrangements. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make longer term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.

To learn more about the risks we face, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward-Looking Statements" in our Annual Report for the year ended December 31, 2019 (the "Annual Report"). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR LLC, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the Securities and Exchange Commission (the "SEC").

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee's relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee's standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Bruce M. Gans, Lisa Harris Jones, Joseph L. Morea, Kevin C. Phelan and Laura A. Wilkin currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees' relationships with us, RMR LLC or The RMR Group Inc. ("RMR Inc."), the managing member of RMR LLC, and the other companies to which RMR LLC or its subsidiaries provide management services. Our Board has concluded that none of these five Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Pursuant to our Governance Guidelines, our Independent Trustees are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet separately with our officers, with our Director of Internal Audit and with our independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions will be the Lead Independent Trustee, unless the Independent Trustees determine otherwise.

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In accordance with our governing documents, our Board is comprised of seven Trustees, including five Independent Trustees and two Managing Trustees, and our Board is currently divided into three classes, with each Trustee of each class elected at an annual meeting of shareholders serving for a term that continues until the third annual meeting of shareholders following his or her election and until his or her successor is elected and qualifies; however, our Board has approved an amendment to our Declaration of Trust to require the annual election of all Trustees beginning with the 2023 annual meeting of shareholders. If this amendment is approved by our shareholders at our 2020 Annual Meeting, beginning with the 2021 annual meeting of shareholders, the Trustees whose terms expire at an annual meeting will stand for election at the meeting for one-year terms and all Trustees will stand for election at the 2023 annual meeting of shareholders, and thereafter, for one-year terms. For more information on this amendment, see "Proposal 2: Approval of an Amendment to the Declaration of Trust to Provide for the Annual Election of All Trustees" on page 26.

All Trustees play an active role in overseeing our business both at our Board and committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing the Company and its strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms, and have also served in academia and government. Our Trustees may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of our officers and advisers. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Trustees.

On June 3, 2019, Adam D. Portnoy was appointed Chair of our Board. Our Board believes that Mr. Portnoy's leadership of RMR LLC and extensive familiarity with our day to day business provide valuable insight for our Board.

Five of our Trustees, including one of our Trustee nominees for election at our 2020 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR LLC or who have been involved in our day to day activities for at least one year prior to his, her or their election as Trustees.

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Dr. Gans serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, substantive responsibilities that include:

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presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;



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presiding at all meetings and executive sessions of the Independent Trustees;



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having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;



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serving as the principal liaison between the Independent Trustees and the senior management team;

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arranging, together with the Chair of our Board, for appropriate information (including quality and quantity) to be timely provided to our Board and the Independent Trustees;



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assisting our Compensation Committee in its annual evaluation of the performance of the Company's management and of our manager, RMR LLC;



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assisting with setting Board meeting agendas and arranging meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;



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considering suggestions for meeting agenda items from other Independent Trustees;



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authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and



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if requested, and in coordination with the Chair of our Board and the Company's management, being reasonably available for consultation and direct communication with shareholders.

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics (the "Code") to, among other things, provide guidance to our Trustees and officers and RMR LLC, its officers and employees and its parent's and subsidiaries' directors, trustees, officers and employees to ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code and how to communicate with our Trustees. To access these documents on our website visit www.ilptreit.com.

Our Insider Trading Policies and Procedures expressly prohibits members of our Board and our officers from engaging in hedging transactions involving our securities and those of RMR Inc. or any other public company to which RMR LLC or its affiliates provide management services.

Shareholders who would like to recommend a nominee for the position of Trustee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Industrial Logistics Properties Trust, Secretary, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@ilptreit.com. Any such recommendation should include a description of the candidate's qualifications for Board service, the candidate's written consent to

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be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

A shareholder, or a group of up to 20 shareholders, owning at least three percent of the outstanding Common Shares continuously for at least three years may utilize our proxy access bylaw to nominate and include in our proxy materials Trustee candidate(s) for election at an annual meeting of shareholders provided that the shareholder(s) and the nominee(s) satisfy the informational, documentation and other requirements specified by Section 2.17 of our Bylaws.

Shareholders seeking to nominate one or more individuals as a Trustee candidate without relying on our proxy access bylaw must comply with the advance notice requirements for shareholder nominations set forth in Section 2.13 of our Bylaws, which include, among other things, requirements as to the proposing shareholder's timely delivery of advance notice, continuous requisite ownership of Common Shares and submission of specified documentation and information.

Our Board has established a process to facilitate communication by shareholders and other interested parties with Trustees. Communications should be addressed to Trustees in care of the Secretary, Industrial Logistics Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@ilptreit.com.

Deadline to Submit Proposals pursuant to Rule 14a-8 for the 2021 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") must be received at our principal executive offices on or before December 14, 2020 in order to be eligible to be included in the proxy statement for the 2021 annual meeting of shareholders; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days before or after May 28, 2021, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Other Nominations and Proposals for the 2021 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act and outside of the proxy access bylaw at the 2021 annual meeting of shareholders must be received by our Secretary at our principal executive offices, in accordance with the requirements of our Declaration of Trust and Bylaws, not later than 5:00 p.m., Eastern time, on December 14, 2020 and not earlier than November 14, 2020; provided, that, if the date of the 2021 annual meeting of shareholders is more than 30 days earlier or later than May 28, 2021, then a shareholder's notice must be so delivered not later than 5:00 p.m., Eastern time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2021 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2021 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Declaration of Trust and Bylaws, which include, among other things, requirements as to the shareholder's timely delivery of advance notice, continuous requisite ownership of Common Shares, holding of a share certificate for such shares at the time of the advance notice and submission of specified information.

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The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Industrial Logistics Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC's website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.

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PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Bruce M. Gans as an Independent Trustee in Class II and Adam D. Portnoy as a Managing Trustee in Class II. Messrs. Gans and Portnoy currently serve on our Board. If elected, each of Messrs. Gans and Portnoy would serve until the Company's 2023 annual meeting of shareholders and until his successor is duly elected and qualifies, subject to his earlier death, resignation, retirement, disqualification or removal.

We expect each nominee will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

Trustee Criteria, Qualifications, Experience and Tenure

Our Board performs an assessment of the skills and the experience needed to properly oversee the interests of the Company. Generally, our Board reviews both the short and long term strategies of the Company to determine what current and future skills and experience are required of our Board in exercising its oversight function and in the context of the Company's strategic priorities. Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Trustees and Trustee candidates individually and in the broader context of our Board's overall composition when evaluating potential nominees for election as Trustee. Our Nominating and Governance Committee and our Board also received input from an executive search and consulting firm, Korn Ferry, in considering the qualifications of, and evaluating, potential nominees.

Our Board believes that its members should:

In addition, our Board has determined that our Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. Our Board believes that Trustees with one or more of the following professional skills or experiences can assist in meeting this goal:

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A plurality of all the votes cast is required to elect a Trustee at our 2020 Annual Meeting.

The names, principal occupations and certain other information and the nominees for Trustees, as well as a summary of the key experiences, qualifications, attributes and skills that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Trustees, are set forth on the following pages. We have also included a chart that covers the assessment for our full Board.

Our Board of Trustees recommends a vote "FOR" the election of both Trustee nominees.

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