8-K

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): February 22, 2018

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.)

500 Chesterfield Parkway Malvern, PA	19355
(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)

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):

o  Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

o  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  o

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.  o

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2018, the Board of Trustees (the “Board”) of Liberty Property Trust (the “Company”) appointed Robert G. Gifford to fill a vacancy on the Board created by the action of the Board to increase its size to 11 members, effective immediately. Mr. Gifford will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board.  Mr. Gifford has been appointed to serve on the Board’s Audit Committee and Corporate Governance and Nominating Committee.

There is no arrangement or understanding between Mr. Gifford and any other persons pursuant to which Mr. Gifford was appointed to serve on the Board. There are no relationships between Mr. Gifford and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Also on February 22, 2018, Frederick F. Buchholz and M. Leanne Lachman, current members of the Board, both informed the Board that they will not stand for re-election at the Company’s 2018 Annual Meeting of Stockholders.

A copy of the press release announcing these matters is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Exhibit Title
99.1	Press Release dated February 26, 2018

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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/ Herman C. Fala
	Name:	Herman C. Fala
	Title:	Secretary and General Counsel
LIBERTY PROPERTY
LIMITED PARTNERSHIP
By:	Liberty Property Trust, its sole
	General Partner
By:	/s/ Herman C. Fala
	Name:	Herman C. Fala
	Title:	Secretary and General Counsel

Dated: February 26, 2018

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EX-99.1

Exhibit 99.1

News Release

General Inquiries: Jeanne Leonard, Liberty Property Trust, 610.648.1704

Liberty Property Trust Announces Changes to Board of Trustees

Malvern, PA – February 26, 2018 - Liberty Property Trust today announced that the company will be welcoming a new trustee and that two long-standing trustees have elected to retire from the board after the May 17 annual meeting.

Robert G. Gifford will join the company’s board of trustees, effective immediately. Mr. Gifford brings over 30 years of leadership experience in real estate investment, development and asset management to the board. He joined AIG Global Real Estate Investment Corporation as president and CEO in the aftermath of the financial crisis, and in that role from 2009 to 2016 was responsible for first stabilizing and restructuring, and then rebuilding the company’s sizeable real estate platform. Prior to this, Mr. Gifford’s 22-year career at AEW Capital Management included leadership roles in investments, capital markets and portfolio management. Mr. Gifford serves on the boards of Retail Properties of America, Inc. (NYSE:RPAI) and Lehman Brothers Holdings, Inc., and on the advisory boards of Aspen Heights Partners and Collier Enterprises. He is a full member and former council vice-chair of the Urban Land Institute. Mr. Gifford will serve on Liberty’s Audit and Corporate Governance and Nominating Committees.

Current directors Frederick F. Buchholz and M. Leanne Lachman have decided they will not seek re-election to the board in May. Both Mr. Buchholz and Ms. Lachman have served on the board since the company’s initial public offering in 1994.

Chairman and CEO Bill Hankowsky commented on these changes: “It is difficult to express the gratitude we at Liberty have to Leanne and Fred for over 20 years of wise counsel fueled by their unmatched and in-depth knowledge of the real estate business. Their dedication to this company and its shareholders has earned the admiration of our entire company, and we will miss them. At the same time, we are very fortunate to welcome Rob Gifford to the board. Rob brings many years of experience in all aspects of real estate value-creation, as well as investment expertise and capital markets acumen, and we look forward to his contributions to our future growth.”

About Liberty Property Trust

Liberty Property Trust (NYSE:LPT) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior industrial and office properties. Liberty’s 101 million square foot portfolio includes 561 properties which provide office, distribution and light manufacturing facilities to 1,200 tenants.

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