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 23, 2016 (September 20, 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 5.07                          Submission of Matters to a Vote of Security Holders.

 

On September 20, 2016, the Company held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”).  As of July 22, 2016, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 121,149,767 common shares outstanding and entitled to vote at the Annual Meeting.  Of the common shares entitled to vote, 94,183,983, or approximately 77.74% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Declaration of Trust.  There were three 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 nine 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

 

 

 

 

 

 

 

 

 

37,093,107

 

Jeffrey P. Caira

 

55,866,007

 

622,847

 

602,022

 

 

 

Michael T. Dance

 

55,853,542

 

633,811

 

603,523

 

 

 

Linda J. Hall

 

54,982,468

 

1,721,007

 

387,401

 

 

 

Terrance P. Maxwell

 

55,551,525

 

917,758

 

621,593

 

 

 

Timothy P. Mihalick

 

55,467,707

 

1,276,748

 

346,421

 

 

 

Jeffrey L. Miller

 

55,686,377

 

1,182,857

 

221,642

 

 

 

John A. Schissel

 

56,102,641

 

648,387

 

339,848

 

 

 

John D. Stewart

 

55,493,146

 

1,284,417

 

313,313

 

 

 

Jeffrey K. Woodbury

 

55,099,500

 

1,073,761

 

917,615

 

 

 

 

The shareholders elected all nine of the nominees as trustees.

 

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

 

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

Votes Cast

 

54,713,097

 

1,953,533

 

424,246

 

 37,093,107

 

 

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

 

Proposal 3 —Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

 

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

 

 

Votes Cast

 

92,893,748

 

500,161

 

790,074

 

 

 

The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

 

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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: September 23, 2016

By:

/s/ Timothy P.Mihalick

 

 

Timothy P. Mihalick

 

 

Chief Executive Officer

 

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