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):

June 21, 2011

INVESTORS REAL ESTATE TRUST

(Exact name of registrant as specified in its charter)

North Dakota	0-14851	45-0311232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3015 16th Street SW, Suite 100

Minot, ND 58701

(Address of principal executive offices, including zip code)

(701) 837-4738

(Registrant's telephone number, including area code)

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:

□ Written communications pursuant to Rule 425 under the Securities Act

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

At a meeting of the Nominating and Governance Committee of the Board of Trustees (the “Board”) of Investors Real Estate Trust (the “Company”) held on June 21, 2011, each of Mr. Patrick G. Jones, Mr. Edward T. Schafer and Mr. C.W. “Chip” Morgan notified the Company of his intention to retire at the expiration of his current term as a trustee of the Company.  Each confirmed that he will not stand for re-election to the Board at the Company’s 2011 annual meeting of shareholders, at which time each of their respective terms as trustee will expire.  The Company’s 2011 Annual Meeting of Shareholders is scheduled to take place on September 20, 2011.  The Company is disclosing these trustee retirements in accordance with Item 5.02(b) of Form 8-K.

At the June 22, 2011 meeting of the Company’s Board, and upon the recommendation of the Board’s Nominating and Governance Committee and in accordance with Article IV, Section 4 of the Company’s Articles of Amendment and Third Restated Declaration of Trust, the Board fixed the number of trustees of the Company at eleven, increasing the number of trustees from ten, and elected Jeffrey K. Woodbury to fill the vacancy created by the increase.  Mr. Woodbury was elected to the Board of Trustees effective immediately; his term of office will continue until the Company’s 2011 Annual Meeting of Shareholders and until his successor is elected and qualifies.  Mr. Woodbury will be included in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders as a nominee for election as Trustee.  Mr. Woodbury will receive the standard compensation for Company trustees, as previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2010, filed with the SEC on September 9, 2010.  The Company has determined that neither Mr. Woodbury nor any of his immediate family members has had or proposes to have a direct or indirect transaction in which the Company is a participant that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.

On June 23, 2011, the Company filed a press release to announce the above changes to its Board.  The press release is incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01.                      Financial Statements and Exhibits.

The following exhibit relating to Item 5.02 of this Current Report on Form 8-K is filed herewith:

Exhibit 99.1.                      Press Release dated June 23, 2011.

SIGNATURE

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

INVESTORS REAL ESTATE TRUST

By: /s/  Timothy P. Mihalick

Timothy P. Mihalick

President & Chief Executive Officer

Date: June 23, 2011

2

EX-99.1

Exhibit 99.1

Investors Real Estate Trust Announces Planned Retirements of Trustees Patrick G. Jones; C.W. “Chip” Morgan; and Edward T. Schafer, and Appointment of Jeffrey K. Woodbury as a Trustee.

Minot, North Dakota—June 23, 2011--Investors Real Estate Trust (NASDAQ: IRET) today announced the planned retirements of trustees Patrick G. Jones, C.W. “Chip” Morgan, and Edward T. Schafer, each of whom has informed the Company that he will not seek re-election to the Investors Real Estate Trust (“IRET”) Board of Trustees when his current term of office expires at the Company’s 2011 Annual Meeting of Shareholders, scheduled for September 20, 2011.  Mr. Jones, Mr. Morgan and Mr. Schafer each confirmed to the Company that his decision to retire from the Board at the expiration of his current term is not due to any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.

 “IRET has benefited greatly from the contributions of each of these trustees over the years,” said IRET President and CEO Tim Mihalick.  “Their integrity, vision and guidance have helped IRET navigate the current difficult economy and build for the future.  We are grateful for their service to the Company’s shareholders.”

The Company also announced that at the June 22, 2011 meeting of the Company’s Board, and upon the recommendation of the Board’s Nominating and Governance Committee, the Board fixed the number of trustees of the Company at eleven, increasing the number of trustees from ten, and elected Jeffrey K. Woodbury to fill the vacancy created by the increase.  Mr. Woodbury was elected to the Board of Trustees effective immediately; his term of office will continue until the Company’s 2011 Annual Meeting of Shareholders and until his successor is elected and qualifies.  Mr. Woodbury will be included in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders as a nominee for election as Trustee.  Mr. Woodbury, who is an officer, director and legal counsel to the Woodbury Corporation, a Salt Lake City-based commercial real estate company which owns and manages over 11 million square feet of retail, office, hotel and industrial properties, has over 25 years of commercial real estate development and management experience.  Mr. Woodbury received his B.A. from the University of Utah and his J.D. from Drake University Law School.  Mr. Woodbury is the Vice President, Legal and Development, of Woodbury Corporation.

“We are delighted to welcome Jeff to the Board of Trustees,” said Mr. Mihalick.  “His deep understanding of all aspects of commercial real estate is extremely relevant to IRET and we expect his guidance will be invaluable as we execute our mission of increasing shareholder value.”

About IRET

Investors Real Estate Trust is an equity real estate investment trust.  Its business consists of owning and operating income-producing multi-family residential and commercial properties located primarily in the upper Midwest.  Investors Real Estate Trust is based in Minot, North Dakota, and has additional offices in Minneapolis, Minnesota and Omaha, Nebraska.

Forward-Looking Statements

The information in this press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding the composition of the Company’s Board of Trustees and the Company’s expectations regarding its financial and operating results and acquisition and development projects.  The Company's forward-looking statements are based on management's current expectations and assumptions regarding the Company's business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. The Company's actual results may vary materially from those expressed or implied in its forward-looking statements. Important factors that could cause the Company's actual results to differ materially from those in its forward-looking statements include economic conditions, changes in regulation and political conditions, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.