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):

January 30, 2020

LIBERTY PROPERTY TRUST

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland

Pennsylvania

1-13130

1-13132

23-7768996

23-2766549

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

650 E. Swedesford Road

Wayne, PA

19087

(Address of principal executive offices)

(Zip Code)

Registrants’ telephone, including area code:

(610) 648-1700

(Former name or former address, if changed since last report)

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, $0.001 par value

LPT

New York Stock Exchange

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Section 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)).

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

Co-Registrant CIK	0000921113
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	650 E. Swedesford Road
Co-Registrant City	Wayne
Co-Registrant State	PA
Co-Registrant ZipCode	19087
Co-Registrant CityAreaCode	610
Co-Registrant LocalPhoneNumber	648-1700

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On January 30, 2020, at a Special Meeting of Shareholders (the “Special Meeting”) of Liberty Property Trust (the “Trust”), the shareholders of the Trust voted on the (i) approval of the Company Mergers as defined, and on the terms and conditions set forth, in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 27, 2019, by and among the Trust, Leaf Holdco Property Trust, Liberty Property Limited Partnership, Prologis, Inc., Lambda REIT Acquisition LLC, Prologis, L.P. and Lambda OP Acquisition LLC (the “Merger Proposal”); (ii) approval of the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of the Trust in connection with the Company Mergers and the other transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and (iii) approval of one or more adjournments of the Special Meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the Company Mergers on the terms and conditions set forth in the Merger Agreement (the “Adjournment Proposal”).

There were 157,835,239 common shares of beneficial interest of the Trust outstanding and entitled to vote on the record date for the Special Meeting, and 123,656,848 common shares were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

At the Special Meeting, the Merger Proposal was approved by the shareholders of the Trust. The Compensation Proposal was also approved by the shareholders. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal.

The final voting results from the Special Meeting were as follows:

Proposal 1. Approval of the Company Mergers on the terms and conditions set forth in the Merger Agreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
123,007,266		215,985		433,597		0

Proposal 2. Approval of the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of the Trust in connection with the Company Mergers and the other transactions contemplated by the Merger Agreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
98,581,681		24,578,271		496,896		0

Proposal 3. Approval of one or more adjournments of the Special Meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the Company Mergers on the terms and conditions set forth in the Merger Agreement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
108,985,364		14,191,648		479,836		0

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

99.1	Press Release, dated January 30, 2020
104	Cover Page Interactive Data File (embedded within the iXBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY PROPERTY TRUST


	By:	/s/ Shawn Neuman
	Name:	Shawn Neuman
	Title:	Secretary and General Counsel


	LIBERTY PROPERTY
	LIMITED PARTNERSHIP

	By:	Liberty Property Trust, its sole
		General Partner


	By:	/s/ Shawn Neuman
	Name:	Shawn Neuman
	Title:	Secretary and General Counsel

Dated: January 30, 2020

LIBERTY PROPERTY TRUST 8-K