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):  April 20, 2016 (April 19, 2016)

INVESTORS REAL ESTATE TRUST

(Exact name of Registrant as specified in its charter)

North Dakota	001-35624	45-0311232
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 31st Avenue SW, Suite 60
Post Office Box 1988
Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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:

o      Written communications pursuant to Rule 425 under the Securities 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))

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

d.

On April 19, 2016, the Board of Trustees of Investors Real Estate Trust (“Company”) elected Michael T. Dance and John A. Schissel as trustees of the Company’s Board of Trustees, whose terms of office expire at the 2016 Annual Meeting of the Shareholders and until their successors are elected and qualified. Mr. Dance will serve on the Audit and Investment Committees, and Mr. Schissel will serve on the Compensation and Investment Committees.

The Board determined that both Messrs. Dance and Schissel qualify as “independent directors” in accordance with the listing standards of the New York Stock Exchange (NYSE). In addition, the Board determined that Mr. Dance meets the additional standards of the NYSE and the SEC for audit committee members and meets the qualifications of an “audit committee financial expert.” Further, the Board determined that Mr. Schissel meets the NYSE’s additional standards for compensation committee members.

Messrs. Dance and Schissel will receive compensation for Board service commensurate with the Company’s other non-employee trustees. For a complete description of the compensation program for non-employee trustees, please refer to the Company’s Definitive Proxy Statement filed with the SEC on August 3, 2015. In addition, the Company plans to enter into Indemnification Agreements with Messrs. Dance and Schissel in substantially the same form as previously filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed with the SEC on September 21, 2015.

e.

On April 19, 2016, the Compensation Committee recommended, and the independent trustees approved, a short-term incentive program (“STIP) under the 2015 Incentive Plan to be more consistent with best practices in the market and align more closely with the Company’s compensation program goals, and granted awards under the STIP to each of the following executive officers (collectively, the “named executive officers”) to cover fiscal year 2017: Tim P. Mihalick, President and Chief Executive Officer; Ted E. Holmes, Chief Financial Officer and EVP; Diane K. Bryantt, Chief Operating Officer and EVP; Mark W. Reiling, Chief Investment Officer and EVP; and Michael A. Bosh, General Counsel and EVP.

Under the STIP, named executive officers of the Company are provided the opportunity to earn awards, payable 100% in cash, based on the degree of attaining performance goals over a one-year performance period beginning on the first day of each fiscal year, May 1. The total award opportunity for each named executive officer under the STIP, stated as a percentage of base salary in effect as of the first day of the performance period, for threshold, target and maximum performance levels are 50%, 100% and 150%, respectively. 80% of the award will be based on achieving objective performance goals (40% based on Operating FFO and 40% based on Same Store NOI Growth) and 20% will be based on achieving subjective performance goals (10% based on progress on execution of strategic plan and 10% based on meeting individual personal goals). If achievement of an objective performance goal falls between the threshold and target performance levels or between target and maximum performance levels, that portion of the award will be determined by linear interpolation.

Item 7.01.             Regulation FD Disclosure.

On April 20, 2016, the Company issued a press release announcing the appointment of Messrs. Dance and Schissel to its Board of Trustees, which is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by specific reference in such a filing.

ITEM 9.01           Financial Statements and Exhibits

(d)Exhibits

2

Exhibit
Number	Description
99.1	Press Release dated April 20, 2016.

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
Date: April 20, 2016	By:	/s/ Timothy P. Mihalick
		Timothy P. Mihalick
		President & Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Investors Real Estate Trust Adds Two Independent Trustees to Board of Trustees

(Minot, ND) — April 20, 2016 - Investors Real Estate Trust (NYSE: IRET) (NYSE: IRETPR) (NYSE: IRETPRB), a self-administered, equity real estate investment trust investing in income-producing properties located primarily in the upper Midwest, today announced that Michael T. Dance and John A. Schissel have been appointed to the Company’s Board of Trustees, effective April 19, 2016.  Mr. Dance will serve on the Audit and Investment Committees, and Mr. Schissel will serve on the Compensation and Investment Committees.

“We are extremely pleased to have two seasoned real estate professionals join the IRET Board,” said Jeffrey L. Miller, Chairman of the Board.  “Michael and John bring extensive managerial experience and industry perspectives to IRET, as well as capital markets, financial planning, corporate strategy and accounting skills.  We believe both will be important contributors to the Board, and will help shape our strategic direction, portfolio initiatives and future growth as we continue to reposition our portfolio and create long term shareholder value.”

Mr. Dance brings to the Company over 22 years of experience in the real estate industry and over 35 years of accounting and finance experience. From 2005 until he retired in late 2015, Mr. Dance served as Executive Vice President and Chief Financial Officer of Essex Property Trust, Inc. (NYSE: ESS), an S&P 500 Company and publicly traded real estate investment trust (REIT) that acquires, develops, redevelops and manages multifamily residential properties in select West Coast markets. From 2002 to 2014, Mr. Dance was an independent consultant providing SOX compliance consultation and litigation support, and an adjunct Professor for the University of California at Berkeley, Haas School of Business.  Mr. Dance began his career at KPMG in 1978, and was a partner from 1990 to 2002.  He received his Bachelor’s degree in Economics from California State University, East Bay, and is a Certified Public Accountant (inactive).

Mr. Schissel brings to the Company over 26 years of experience in the real estate industry, over 12 years of direct chief financial officer experience, including 6 years of serving as chief financial officer of two publicly traded REITs, and over 10 years of investment and corporate banking experience serving REITs. He currently serves as President and Chief Financial Officer for Carr Properties, LLC, a privately held REIT focused on the ownership, acquisition and development of high-quality office properties in the greater Washington area. Mr. Schissel previously served as Executive Vice President and Chief Financial Officer of Invitation Homes, one of the nation’s largest owners and operators of single-family rental homes; and Executive Vice President and Chief Financial Officer of BRE Properties, Inc., a multifamily REIT based on the West Coast. He received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.

About Investors Real Estate Trust

We are a self-administered, equity real estate investment trust investing in income-producing properties located primarily in the upper Midwest. We hold for investment a portfolio of 173 properties consisting of 90 multifamily properties, 65 healthcare properties (including senior housing), 7 industrial properties and 10 other commercial properties with a total of 4.5 million square feet of leasable space.  Our common shares, Series A preferred shares and Series B preferred shares are publicly traded on the New York Stock Exchange (NYSE symbols: IRET, IRETPR and IRETPRB, respectively). Our press releases and supplemental information are available on our website at www.iret.com or by contacting Investor Relations at 203-682-8377.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from projected results.  Such risks, uncertainties and other factors include, but are not limited to:  fluctuations in interest rates, the effect of government regulation, the availability of capital, changes in general and local economic and real estate market conditions, competition, our ability to attract and retain

skilled personnel, and those risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for fiscal year ended April 30, 2015.  We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.