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 22, 2020
(Exact Name of Registrant as Specified in Its Charter)
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(Exact Name of Registrant as Specified in Its Charter)
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858
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677-0900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter)
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.
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Name of Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||
| Retail Opportunity Investments Corp. |
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| Retail Opportunity Investments Partnership, LP | None | None | None | ||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 108,542,512 shares of the common stock of Retail Opportunity Investments Corp. (the “Company”) were represented in person or by proxy at the Company’s 2020 Annual Meeting of Stockholders held on April 22, 2020 (the “Annual Meeting”), representing approximately 92.9% of the issued and outstanding shares of the Company’s common stock that were entitled to vote at the Annual Meeting.
(b) At the Annual Meeting, the Company’s stockholders (i) elected the eight directors named below to serve until the Company’s 2021 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, 2020; 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 proxy statement for the Annual Meeting. 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 | 96,138,182 | 3,816,735 | 8,587,595 | ||||||||
| Michael J. Indiveri | 74,818,552 | 25,136,365 | 8,587,595 | ||||||||
| Edward H. Meyer | 36,221,808 | 63,733,109 | 8,587,595 | ||||||||
| Lee S. Neibart | 96,849,546 | 3,105,371 | 8,587,595 | ||||||||
| Charles J. Persico | 75,059,151 | 24,895,766 | 8,587,595 | ||||||||
| Laura H. Pomerantz | 96,702,369 | 3,252,548 | 8,587,595 | ||||||||
| Stuart A. Tanz | 97,601,812 | 2,353,105 | 8,587,595 | ||||||||
| Eric S. Zorn | 98,055,808 | 1,899,109 | 8,587,595 | ||||||||
(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, 2020 were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||
| 105,004,286 | 3,340,195 | 198,031 | 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 | ||||||||
| 97,435,170 | 2,285,391 | 234,348 | 8,587,603 | ||||||||
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 28, 2020 | RETAIL OPPORTUNITY INVESTMENTS CORP. | ||||||||||
| By: | /s/ Michael B. Haines | ||||||||||
| Name: Michael B. Haines | |||||||||||
| Title: Chief Financial Officer | |||||||||||
| Dated: April 28, 2020 | 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 | |||||||||||