INVESTORS REAL ESTATE TRUST (NYSE:IRET) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

(e)Amendment to the 2015 Incentive Plan

On March15, 2017, the Board of Trustees approved a technical
amendment to the Companys 2015 Incentive Plan to reflect new
guidance issued by the Financial Accounting Standards Board
(FASB) under it Accounting Standards Update 2016-09 on Topic 718,
which, among other things, now allows companies to withhold
shares upon settlement of equity awards for tax purposes using
rates up to the maximum statutory withholding requirements
without triggering variable accounting. Prior guidance permitted
withholding only up to the minimum tax rates to avoid variable
accounting. In accordance with such change in accounting
guidance, Section12.08 of the 2015 Incentive Plan has been
revised to remove the minimum withholding limitation and permit
withholding up to the maximum statutory requirements.

The above description of the 2015 Incentive Plan as Amended and
Restated effective March15, 2017 (Plan) is a summary only and is
qualified in its entirety by reference to the Plan, which is
filed with this Current Report on Form8-K as Exhibit10.1 and is
incorporated herein by reference.

Item 5.03. Amendments in Articles of
Incorporation or Bylaws; Change in Fiscal Year.

(a) On March15, 2017, the Board of Trustees revised the Companys
bylaws by adopting the Fifth Restated Trustees Regulations
(Bylaws) (Revised Bylaws). The Revised Bylaws permit either the
Chief Executive Officer or a majority of the Trustees to call a
special shareholder meeting (to coordinate with the Companys
Articles of Amendment and Third Restated Declaration of Trust);
allow Trustees to participate remotely in Board meetings; remove
provisions that are contained in the Companys Governance
Guidelines; expand the types of officers and their duties; permit
the Board to designate alternative committee members to replace
absent or disqualified members; add voting, quorum, written
consent and remote participation provisions for committees
similar to those for the Board; and replace Company policies with
a provision that the Board may adopt, amend and terminate any
policies with respect to investments by the Company.

The above description of the Revised Bylaws is a summary only and
is qualified in its entirety by reference to the full text of the
Revised Bylaws, which is filed with this Current Report on
Form8-K as Exhibit3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and
Exhibits

(d) Exhibits. The following exhibits are being filed or
furnished, as applicable, herewith.

About INVESTORS REAL ESTATE TRUST (NYSE:IRET)

Investors Real Estate Trust is a self-advised equity real estate investment trust (REIT). The Company’s business consists of owning and operating income-producing real estate properties. Its segments include Multifamily, Healthcare and All Other. Its investments consist of multifamily and healthcare properties located primarily in the upper Midwest states of Minnesota and North Dakota. It conducts its business operations through its operating partnership, IRET Properties, which is principally engaged in acquiring, owning, operating and leasing real estate. It invests in multifamily properties and commercial properties that are leased to single or multiple tenants, usually for approximately five years or longer. As of April 30, 2016, the Company held for investment 99 multifamily properties containing 12,950 apartment units and 47 commercial properties, consisting of healthcare, industrial, office and retail, containing approximately 2.9 million square feet of leasable space.

INVESTORS REAL ESTATE TRUST (NYSE:IRET) Recent Trading Information

INVESTORS REAL ESTATE TRUST (NYSE:IRET) closed its last trading session down -0.04 at 5.79 with 2,330,302 shares trading hands.