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):

September 20, 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

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

At the September 21, 2011 meeting of the Board of Trustees of Investors Real Estate Trust (the “Company”), the Board, in accordance with Article IV, Section 4 of the Company’s Articles of Amendment and Third Restated Declaration of Trust, fixed the number of trustees of the Company at nine, increasing the number of trustees from eight, and elected Linda Hall Keller to fill the vacancy created by the increase.  Ms. Keller was elected to the Board of Trustees effective immediately; her term of office will continue until the Company’s 2012 Annual Meeting of Shareholders and until her successor is elected and qualifies.  Ms. Keller will serve on the Company’s Compensation Committee and on the Nominating and Governance Committee.  Ms. Keller will receive the standard compensation for Company trustees, as previously disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders.  The Company has determined that neither Ms. Keller nor any of her 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 September 23, 2011, the Company filed a press release to announce the above change to its Board.  The press release is incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 5.07.                      Submission of Matters to a Vote of Security Holders.

On September 20, 2011, the Company held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  As of July 22, 2011, the record date for shareholders entitled to vote at the Annual Meeting, there were 81,253,235 common shares of beneficial interest (“Shares”) outstanding and entitled to vote at the Annual Meeting.  Of the Shares entitled to vote, 55,917,825, or approximately 68.8% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Amendment and Third Restated Declaration of Trust.  There were four matters presented and voted on at the Annual meeting.  Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.

Proposal 1 –Election of eight nominees to serve on the Board of Trustees for a one-year term and until their respective successors are duly elected.

Nominee	For	Withheld	Broker Non-Votes
			24,167,498
Timothy Mihalick	29,897,062	1,853,265
Jeffrey Miller	29,946,984	1,803,343
John Reed	30,077,389	1,672,938
W. David Scott	30,139,079	1,611,248
Stephen Stenehjem	29,869,007	1,881,320
John Stewart	29,836,631	1,913,696
Thomas Wentz, Jr.	30,000,417	1,749,910
Jeffrey Woodbury	30,128,314	1,622,013

Proposal 2 –Non-binding advisory resolution on executive compensation.

	For	Against	Abstain	Broker Non-Votes
Votes Cast	30,466,981	1,075,034	208,312	24,167,498

Proposal 3 –Non-binding advisory resolution on the frequency of executive compensation advisory votes. On September 21, 2011, the Company’s Board of Trustees determined that, consistent with the Board of Trustees’ recommendation for the Annual Meeting, the Company will hold future non-binding advisory votes on executive compensation on an annual basis until the next required frequency vote is conducted.

	One Year	Two Years	Three Years	Abstain
Votes Cast	24,724,911	227,211	6,585,316	212,889

Proposal 4 –Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2012.

	For	Against	Abstain
Votes Cast	55,630,296	207,769	79,760

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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 September 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: September 23, 2011

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EX-99.1

Exhibit 99.1

Investors Real Estate Trust Announces Appointment of Linda Hall Keller as a Trustee.

Minot, North Dakota—September 23, 2011--Investors Real Estate Trust (NASDAQ: IRET) (NASDAQ: IRETP) today announced that at the September 21, 2011 meeting of the Company’s Board of Trustees, the Board fixed the number of trustees of the Company at nine, increasing the number of trustees from eight, and elected Linda Hall Keller to fill the vacancy created by the increase.  Ms. Keller was elected to the Board of Trustees effective immediately; her term of office will continue until the Company’s 2012 Annual Meeting of Shareholders and until her successor is elected and qualifies.  A Phi Beta Kappa graduate of the University of Michigan, Ms. Keller has a Ph.D in Educational Administration from the University of Minnesota.  Ms. Keller, who is currently a consultant to start-up companies and non-profit entities primarily in the healthcare sector, is an Entrepreneur-in-Residence at the Carlson School of Management at the University of Minnesota. She has served as an executive with a number of public and private companies, including service as the Chief Executive Officer of MinuteClinic, in which position she re-launched the company and secured new financing prior to leading a national expansion with leading retail partners.  Ms. Keller has served on a number of public and private boards of directors, including the boards of two NASDAQ-listed companies.

 “We are very pleased to welcome Linda to the Board of Trustees,” said Mr. Timothy Mihalick, the Company’s President and Chief Executive Officer.  “We believe that her extensive business experience and prior service on public company boards of directors will be of great benefit to IRET.  We expect that her knowledge of technology, business management and strategic compensation practices in particular will help IRET as we continue to build for the future and work to create 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.