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 24, 2019
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) 108,344,701 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, representing approximately 94.9% 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 2019 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, 2019; 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 2019 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 | 95,475,787 | 1,532,778 | 11,336,136 |
| Michael J. Indiveri | 75,958,662 | 21,049,903 | 11,336,136 |
| Edward H. Meyer | 66,007,588 | 31,000,977 | 11,336,136 |
| Lee S. Neibart | 39,720,358 | 57,288,207 | 11,336,136 |
| Charles J. Persico | 73,556,334 | 23,452,231 | 11,336,136 |
| Laura H. Pomerantz | 95,649,605 | 1,358,960 | 11,336,136 |
| Stuart A. Tanz | 95,681,329 | 1,327,294 | 11,336,078 |
| Eric S. Zorn | 95,793,271 | 1,215,294 | 11,336,136 |
(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, 2019 were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 106,828,607 | 1,464,099 | 51,995 | 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 |
| 95,293,236 | 1,619,985 | 95,336 | 11,336,144 |
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: April 30, 2019 | RETAIL OPPORTUNITY INVESTMENTS CORP. | |||||
| By: |
/s/ Michael B. Haines | |||||
| Name: Michael B. Haines | ||||||
| Title: Chief Financial Officer | ||||||
| Dated: April 30, 2019 | 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 | ||||||