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):

April 29, 2015

 

RETAIL OPPORTUNITY INVESTMENTS CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland (State or other jurisdiction of incorporation)

001-33749 (Commission File Number)

26-0500600 (I.R.S. Employer Identification No.)

 

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

(Exact Name of Registrant as Specified in Its Charter)  

 

Delaware (State or other jurisdiction of incorporation)	333-189057-01 (Commission File Number)	94-2969738 (I.R.S. Employer Identification No.)

8905 Towne Centre Drive, Suite 108 San Diego, California

92122 (Zip Code)

 

Registrant's telephone number, including area code: (858) 677-0900

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing of obligation of the registrant under any of the following provisions:

 

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

(a) Retail Opportunity Investments Corp.'s (the "Company") Annual Meeting of Stockholders (the "Annual Meeting") was held on April 29, 2015 at which 87,838,841 shares of the Company's common stock were represented in person or by proxy representing approximately 93.66% of the issued and outstanding shares of the Company's common stock entitled to vote.

 

(b) At the Annual Meeting, the Company's stockholders (i) elected the eight directors named below to serve until the Company's 2016 Annual Meeting of Stockholders; (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015; and (iii) approved, on an advisory basis, the compensation of the Company's named executive officers. The proposals are described in detail in the Company's 2015 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

 

(i) The voting results with respect to the election of each director were as follows:

 

	For	Withheld	Broker Non-Votes
Richard A. Baker	77,753,769	925,317	9,159,755
Michael J. Indiveri	77,768,616	910,470	9,159,755
Edward H. Meyer	71,298,969	7,380,117	9,159,755
Lee S. Neibart	77,715,647	963,439	9,159,755
Charles J. Persico	77,666,786	1,012,300	9,159,755
Laura H. Pomerantz	77,676,214	1,002,872	9,159,755
Stuart A. Tanz	77,770,957	908,129	9,159,755
Eric S. Zorn	77,765,409	913,677	9,159,755

 

(ii) The voting results with respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015 were as follows:

 

Votes For	Votes Against	Abstain	Broker Non-Votes
87,466,878	298,169	73,794	0

 

(iii) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:

 

Votes For	Votes Against	Abstain	Broker Non-Votes
51,493,051	27,018,329	167,700	9,159,761

 

SIGNATURES

 

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.

 

Dated:  May 5, 2015				RETAIL OPPORTUNITY INVESTMENTS CORP.
				By:		/s/ Michael B. Haines
				Name: Michael B. Haines
				Title: Chief Financial Officer
Dated:  May 5, 2015				RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
				By:  RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its general partner
				By:		/s/ Michael B. Haines
				Name: Michael B. Haines
				Title: Chief Financial Officer