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 18, 2012

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.)

1400 31st Avenue SW, Suite 60
PO Box 1988
Minot, ND 58702
(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 5.07.                          Submission of Matters to a Vote of Security Holders.
On September 18, 2012, the Company held its 2012 Annual Meeting of Shareholders (the "Annual Meeting").  As of July 20, 2012, the record date for shareholders entitled to vote at the Annual Meeting, there were 91,722,823 common shares of beneficial interest ("Shares") outstanding and entitled to vote at the Annual Meeting.  Of the Shares entitled to vote, 68,540,713, or approximately 74.7% 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 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.
Nominee
For
Withheld
 
Broker Non-Votes
 
 
 
 
29,093,930
Linda Hall Keller
38,130,023
1,316,760
 
 
Timothy Mihalick
38,630,360
816,423
 
 
Jeffrey Miller
38,364,595
1,082,188
 
 
John Reed
38,664,945
781,838
 
 
W. David Scott
38,176,563
1,270,220
 
 
Stephen Stenehjem
38,872,017
574,766
 
 
John Stewart
38,904,782
542,001
 
 
Thomas Wentz, Jr.
38,805,710
641,073
 
 
Jeffrey Woodbury
38,151,335
1,295,448
 
 
 
The shareholders elected all nine of the Company's nominees for trustee.
Proposal 2 –Non-binding advisory resolution on executive compensation.
 
For
Against
Abstain
Broker Non-Votes
 
 
 
 
29,093,930
Votes Cast
37,391,792
1,554,400
500,591
 

Proposal 3 –Ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2013.
 
For
Against
Abstain
Broker Non-Votes
 
 
 
 
0
Votes Cast
67,412,748
641,040
486,925
 

 
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 20, 2012