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): May 19, 2020

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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value	IRET	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	IRET-PC	New York Stock Exchange

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐

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

On May 19, 2020, the Company held its 2020 Annual Meeting of Shareholders (the "Annual Meeting").  As of March 23, 2020, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 12,149,875 common shares outstanding and entitled to vote at the Annual Meeting.  Of the common shares entitled to vote, 10,205,051, or approximately 83.99% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the 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 and qualified.

Nominee	For	Against	Abstain	Broker Non-Votes
				1,855,275
Jeffrey P. Caira	8,285,622	44,261	19,893
Michael T. Dance	8,290,461	39,567	19,748
Mark O. Decker, Jr.	8,293,056	37,660	19,060
Emily Nagle Green	8,248,538	82,512	18,726
Linda J. Hall	8,219,575	109,915	20,286
Terrance P. Maxwell	8,274,531	55,441	19,804
John A. Schissel	8,276,383	53,869	19,524
Mary J. Twinem	8,302,100	28,899	18,777

The shareholders elected all eight of the nominees as trustees.

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

	For	Against	Abstain	Broker Non-Votes
Votes Cast	8,081,032	240,953	27,791	1,855,275

The shareholders approved the non-binding advisory resolution on executive compensation.

Proposal 3 - Approval of the Company’s Amended and Restated 2015 Incentive Plan.

	For	Against	Abstain	Broker Non-Votes
Votes Cast	7,928,893	387,677	33,206	1,855,275

The shareholders approved the Company’s Amended and Restated 2015 Incentive Plan.

Proposal 4 - Ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.

	For	Against	Abstain	Broker Non-Votes
Votes Cast	10,168,534	23,088	13,429	0

The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

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/ Mark O. Decker, Jr.
		Mark O. Decker, Jr.
Date: May 21, 2020		President and Chief Executive Officer

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Cover Page Cover Page	May 19, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 19, 2020
Entity Registrant Name	INVESTORS REAL ESTATE TRUST
Entity Incorporation, State or Country Code	ND
Entity File Number	001-35624
Entity Tax Identification Number	45-0311232
Entity Address, Address Line One	1400 31st Avenue SW
Entity Address, Address Line Two	Suite 60
Entity Address, Address Line Three	Post Office Box 1988
Entity Address, City or Town	Minot
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58702
City Area Code	701
Local Phone Number	837-4738
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000798359
Amendment Flag	false
Common Shares
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest, no par value
Trading Symbol	IRET
Security Exchange Name	NYSE
Series C Cumulative Redeemable Preferred Shares
Entity Information [Line Items]
Title of 12(b) Security	Series C Cumulative Redeemable Preferred Shares
Trading Symbol	IRET-PC
Security Exchange Name	NYSE