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Section 1: 8-K (8-K)





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 20, 2018 (February 15, 2018)



(Exact name of Registrant as specified in its charter)



North Dakota





(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))


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 o


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. o





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


On February 15, 2018, the Board of Trustees of Investors Real Estate Trust (“IRET”) appointed Emily Nagle Green and Mary J. Twinem as trustees of IRET’s Board of Trustees, whose terms of office expire at the 2018 Annual Meeting of Shareholders and until their successors are elected and qualified.  The Board determined that both Ms. Green and Ms. Twinem qualify as “independent directors” in accordance with the listing standards of the New York Stock Exchange (NYSE).


Item 7.01.                                        Regulation FD Disclosure.


On February 20, 2018, IRET issued a press release announcing the appointment of Ms. Green and Ms. Twinem to its Board of Trustees. The press release announcing these appointments is attached hereto as Exhibit 99.1.


The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by specific reference in such a filing.


Item 9.01                                           Financial Statements and Exhibits.


(d)                                 Exhibits













Press Release dated February 20, 2018.






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.








Date: February 20, 2018


/s/ Mark O. Decker, Jr.



Mark O. Decker, Jr.



President & Chief Executive Officer



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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1



IRET Adds Two Independent Trustees to its Board of Trustees


MINOT, N.D., February 20, 2018 — IRET (NYSE: IRET) appointed Emily Nagle Green and Mary J. Twinem to its Board of Trustees effective February 15, 2018.


“We are extremely pleased to have two exceptionally talented professionals with extensive public company experience join the IRET Board,” said Jeffrey P. Caira, Chair of IRET’s Board of Trustees.  “Emily and Mary bring recent and relevant leadership experience and perspective to IRET, particularly with companies focused on providing great customer experiences through continual innovation.  We believe both will be important contributors to our Board and resources for our management team who will help shape IRET’s strategic direction, operating platform, and future growth in our ongoing efforts to provide great homes for our residents, employees, and shareholders.”


Ms. Green has a wealth of experience leading companies that have developed innovative technologies for businesses and consumers alike.  She currently serves as an independent director for Casella Waste Systems (NASDAQ: CWST) and privately-held Lee Kennedy Co. and, prior to that, served as CEO for three separate companies focused on developing innovative technology.  She is the author of Anywhere: How Global Connectivity is Revolutionizing the Way We Do Business (McGraw Hill, 2010) and holds a B.S.L. degree in linguistics from Georgetown University and an MSE in Artificial Intelligence and Computer Graphics from the University of Pennsylvania.


Ms. Twinem has over 30 years of experience in accounting, financial reporting, financial planning and analysis, investor relations, and supply chain management.  She currently serves as an independent director for Valvoline (NYSE: VVV) and Medica Holding Company, a multi-state health insurance company.  From 1996 until 2016, she served as Executive Vice President and Chief Financial Officer of Buffalo Wild Wings, Inc., a restaurant operations and franchising company.  Ms. Twinem was named one of the “Top Women in Finance” in Minnesota by the Finance and Commerce publication in 2004 and was inducted into their Circle of Excellence in 2010.  She earned a B.S. degree in accounting from the University of Wisconsin-Platteville and was a Certified Public Accountant.


About IRET


IRET is a real estate company focused on the ownership, management, acquisition, redevelopment, and development of multifamily apartment communities.  As of October 31, 2017, IRET owned interests in 89 multifamily properties consisting of 13,576 apartment homes and 40 commercial properties, including 28 healthcare and 12 other commercial properties, with a total of 2.5 million square feet of leasable space.  IRET’s common shares and Series C preferred shares are publicly traded on the New York Stock Exchange (NYSE symbols: IRET and IRET PRC, respectively).  IRET’s press releases and supplemental information are available on its website at or by calling Investor Relations at 701-837-7104.


Contact Information


Matthew Volpano

Senior Vice President — Capital Markets

Phone: 701-837-7104

E-mail: [email protected]


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