As filed with the Securities and Exchange Commission on June 23, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LXP INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
Maryland | 1-12386 | 13-3717318 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
515 N Flagler Dr, Suite 408, West Palm Beach, FL | 33401 | ||||
(Address of principal executive offices) | (Zip Code) | ||||
LXP Industrial Trust
2022 Equity-Based Award Plan
(Full title of the plan)
T. Wilson Eglin
Chief Executive Officer and President
LXP Industrial Trust
515 N Flagler Dr, Suite 408,
West Palm Beach, FL 33401
(Name and address of agent for service)
(212) 692-7200
(Telephone number, including area code, of agent for service)
Copies to:
Michael E. McTiernan
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one): | |||||
Large accelerated filer ý | Accelerated filer ¨ | ||||
Non-accelerated filer ¨ | Smaller reporting company ¨ | ||||
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
The Compensation Committee of the Board of Trustees of LXP Industrial Trust (the “Trust”) adopted an amendment (the “2022 Plan Amendment”) to the LXP Industrial Trust 2022 Equity-Based Award Plan (as amended, the “2022 Plan”) on April 3, 2025 subject to approval by the Trust’s holders of shares of beneficial interest, par value $0.0001 per share, classified as common stock (“Common Shares”) (such holders, the “Shareholders”).
At the Trust’s 2025 Annual Meeting of Shareholders that was held on May 27, 2025, the Shareholders approved the 2022 Plan Amendment. The 2022 Plan Amendment increases the number of shares available for issuance under the 2022 Plan by 5,000,000 Common Shares.
The purpose of this registration statement (this “Registration Statement”) is to register an additional 5,000,000 Common Shares pursuant to the 2022 Plan.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to participants in the 2022 Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These document(s) and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this Registration Statement:
1. | The Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on February 13, 2025; | ||||
2. | The Trust’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the Commission on May 1, 2025; | ||||
3. | The Trust’s Current Reports on Form 8-K filed with the Commission on March 3, 2025. | ||||
4. | The Trust's Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, as filed with the Commission on April 15, 2025. | ||||
5. | The description of the Trust's common shares contained in Exhibit 4.12 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Commission on February 15, 2024. | ||||
In addition, all documents filed by the Trust with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. Any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K incorporated or deemed incorporated by reference herein shall not be deemed incorporated by reference herein unless such Current Report on Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Maryland REIT Law and Section 2-418 of the Maryland General Corporation Law generally permit indemnification of any trustee or officer made a party to any proceedings by reason of service as a trustee or officer unless it is established that (i) the act or omission of such person was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) such person actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. The indemnity may include judgments, penalties, fines, settlements and reasonable expenses actually incurred by the trustee or officer in connection with the proceeding; but, if the proceeding is one by or in the right of the company, indemnification is not permitted with respect to any proceeding in which the trustee or officer has been adjudged to be liable to the company, or if the proceeding is one charging improper personal benefit to the trustee or officer, whether or not involving action in the trustee's or officer's official capacity, indemnification of the trustee or officer is not permitted if the trustee or officer was adjudged to be liable on the basis that personal benefit was improperly received. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or any entry of an order of probation prior to judgment creates a rebuttable presumption that the trustee or officer did not meet the requisite standard of conduct required for permitted indemnification. The termination of any proceeding by judgment, order or settlement, however, does not create a presumption that the trustee or officer failed to meet the requisite standard of conduct for permitted indemnification. In addition, the Maryland REIT Law and the MGCL permits a trust to advance reasonable expenses to a trustee or officer upon the trust’s receipt of (a) a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the trust and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the trust if it is ultimately determined that the standard of conduct was not met.
Pursuant to the Trust’s Declaration of Trust, the Trust’s trustees and officers are and will be indemnified against certain liabilities. The Declaration of Trust requires the Trust to indemnify its trustees and officers, whether serving the Trust or at its request any other entity, to the fullest extent permitted from time to time by the laws of Maryland, including the advance of expenses under the procedures and to the fullest extent permitted by Maryland law. The Declaration of Trust also provides that the Trust will indemnify other employees and agents, whether serving the Trust or at its request any other entity, to such extent as shall be authorized by the Trust’s board of trustees or Bylaws and be permitted by law. The Maryland REIT law also permits a REIT formed under Maryland law to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. The Declaration of Trust contains such a provision that eliminates such liability to the fullest extent permitted by the Maryland REIT Law.
The foregoing reference is necessarily subject to the complete text of the Declaration of Trust, and the statutes referred to above and is qualified in its entirety by reference thereto.
The Trust has also purchased liability insurance for its trustees and officers, which also covers the Trust’s subsidiaries. The Trust has also entered into indemnification agreements with certain officers and trustees for the purpose of indemnifying such persons from certain claims and actions in their capacities as such.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Trust has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* Filed herewith
Item 9. Undertakings.
(a) The Trust hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee”, as applicable, in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Trust pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Trust hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Trust’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a director, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida on June 23, 2025.
LXP INDUSTRIAL TRUST | ||||||||
By: | /s/ T. Wilson Eglin | |||||||
Name: T. Wilson Eglin | ||||||||
Title: Chief Executive Officer and President | ||||||||
POWER OF ATTORNEY
Each person whose signature appears below authorizes T. Wilson Eglin and Nathan Brunner, and each of them, each of whom may act without joinder of the other, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or trustee of LXP Industrial Trust, and to file any amendments (including post effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
Signature | Title | Date | ||||||
/s/ T. Wilson Eglin | Chairman, Chief Executive Officer and President (principal executive officer) | June 23, 2025 | ||||||
T. Wilson Eglin | ||||||||
/s/ Nathan Brunner | Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) | June 23, 2025 | ||||||
Nathan Brunner | ||||||||
/s/ Mark Cherone | Executive Vice President and Chief Accounting Officer (principal accounting officer) | June 23, 2025 | ||||||
Mark Cherone | ||||||||
/s/ Lawrence L. Gray | Trustee | June 23, 2025 | ||||||
Lawrence L. Gray | ||||||||
/s/ Arun Gupta | Trustee | June 23, 2025 | ||||||
Arun Gupta | ||||||||
/s/ Jamie Handwerker | Trustee | June 23, 2025 | ||||||
Jamie Handwerker | ||||||||
/s/ Derrick Johnson | Trustee | June 23, 2025 | ||||||
Derrick Johnson | ||||||||
/s/ Claire A. Koeneman | Trustee | June 23, 2025 | ||||||
Claire A. Koeneman | ||||||||
/s/ Nancy Elizabeth Noe | Trustee | June 23, 2025 | ||||||
Nancy Elizabeth Noe | ||||||||
/s/ Howard Roth | Trustee | June 23, 2025 | ||||||
Howard Roth | ||||||||