DEF 14A 1 nc10021361x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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☒	Definitive Proxy Statement

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☐	Soliciting Material under §240.14a-12

	Investors Real Estate Trust

	(Name of Registrant as Specified In Its Charter)

	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

INVESTORS REAL

ESTATE TRUST, DBA

CENTERSPACE

3100 10^th St SW

P.O. Box 1988

Minot, ND 58702-1988

April 5, 2021

Dear Fellow Shareholders:

It is a pleasure to invite you to attend the 51^st Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Investors Real Estate Trust, doing business as Centerspace (the “Company”), to be held on Tuesday, May 18, 2021, at 9:00 a.m. Central Daylight Time. Due to the ongoing nature of the COVID-19 pandemic, the potential impact on the health and safety of our shareholders, employees, directors and other stakeholders, and any local restrictions on gathering that may be in place at such time, we have determined that the 2021 Annual Meeting will be a completely “virtual meeting” of shareholders. We also believe this virtual format is environmentally friendly and encourages increased participation by our shareholders. You will be able to attend the 2021 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CSR2021 and entering the 16-digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

At the 2021 Annual Meeting, you will be asked to vote on the following items:

1.	the election of seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;

2.	an advisory vote on executive compensation (the “say-on-pay vote”);

3.	the approval of an amendment to the Company’s Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust, as amended, to change the name of the Company from Investors Real Estate Trust to Centerspace;

4.	the approval of an amendment to the Amended and Restated 2015 Incentive Plan;

5.	the ratification of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2021; and

6.	such other matters as may properly come before the 2021 Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Trustees recommends that you vote for each of these proposals.

Information about the 2021 Annual Meeting and the formal business to be acted on by our shareholders is included in the Notice of Annual Meeting and the Proxy Statement that follow. Our 2021 proxy materials and Annual Report for the year ended December 31, 2020 are available online at www.proxyvote.com.

On or about April 5, 2021, we mailed most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on: (1) how to access our Proxy Statement and Annual Report via the Internet and (2) how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials. On or about April 5, 2021, other shareholders, in accordance with their prior requests, were sent e-mail notifications containing instructions on how to access our proxy materials via the Internet and to vote, or have been mailed paper copies of our proxy materials and a proxy card or voting form.

Please refer to the Proxy Statement for details on the 2021 Annual Meeting, including detailed information on each of the proposals to be voted on at the meeting. Your shareholder vote is important, and I encourage you to vote promptly.

				Sincerely,
				Investors Real Estate Trust dba Centerspace

SEC Form DEF 14A filed by D/B/A Centerspace