Current Report Filing (8-k)

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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 18, 2021

 

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.)

 

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

[phone]

(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:

☐    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

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			CSR			New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares			CSR -PRC			New York Stock Exchange

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. ☐

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

On May 18, 2021, Investors Real Estate Trust (doing business as Centerspace, the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As of March 22, 2021, the record date for holders of common shares of beneficial interest (“common shares”) entitled to vote at the Annual Meeting, there were 13,219,845 common shares outstanding and entitled to vote at the Annual Meeting. Of the common shares entitled to vote, 11,277,807, or approximately 85.30% of the common shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Declaration of Trust. There were five 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 seven 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
Jeffrey P. Caira			9,189,609			358,094			21,210			1,708,894
Michael T. Dance			9,192,734			354,446			21,733			1,708,894
Mark O. Decker, Jr.			9,468,742			82,723			17,448			1,708,894
Emily Nagle Green			9,286,891			262,202			19,820			1,708,894
Linda J. Hall			9,340,835			210,644			17,434			1,708,894
John A. Schissel			9,182,469			365,008			21,436			1,708,894
Mary J. Twinem			9,470,325			78,122			20,466			1,708,894

The shareholders elected all seven of the nominees as Trustees.

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

			For			Against			Abstain			Broker Non-Votes
Votes Cast			8,157,537			1,375,156			36,220			1,708,894

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

Proposal 3 - Approval to Change the Name of the Company to Centerspace.

			For			Against			Abstain			Broker Non-Votes
Votes Cast			9,454,913			89,280			24,720			1,708,894

The shareholders approved to change the name of the Company to Centerspace.

Proposal 4 - Approval of Amendment to the Company’s Amended and Restated 2015 Incentive Plan.

			For			Against			Abstain			Broker Non-Votes
Votes Cast			8,974,537			561,228			33,148			1,708,894

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

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Proposal 5 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

			For			Against			Abstain			Broker Non-Votes
Votes Cast			11,203,868			61,863			12,076			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, 2021.

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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 dba Centerspace
			By			/s/ Mark O. Decker, Jr.
						Mark O. Decker, Jr.
Date: May 21, 2021						President and Chief Executive Officer