8-K

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 23, 2024

RETAIL OPPORTUNITY INVESTMENTS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-33749	26-0500600
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP

(Exact Name of Registrant as Specified in Its Charter)

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

11250 El Camino Real, Suite 200
San Diego,	California	92130
(Address of Principal Executive Offices)		(Zip Code)

(858) 677-0900

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since 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:

☐    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 Exchange 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. ☐

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.	Common Stock, par value $0.0001 per share	ROIC	NASDAQ
Retail Opportunity Investments Partnership, LP	None	None	None

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

(a)    116,913,056 shares of the common stock of Retail Opportunity Investments Corp. (the “Company”) were represented in person or by proxy at the Company’s 2024 Annual Meeting of Stockholders held on April 23, 2024 (the “Annual Meeting”), representing approximately 91.72% 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 nine directors named below to serve until the Company’s 2025 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, 2024; 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	108,649,199	4,935,849	3,328,008
Angela K. Ho	113,418,080	166,968	3,328,008
Michael J. Indiveri	106,616,187	6,968,861	3,328,008
Zabrina M. Jenkins	112,695,467	889,581	3,328,008
Lee S. Neibart	111,568,510	2,016,538	3,328,008
Adrienne B. Pitts	112,247,409	1,337,639	3,328,008
Laura H. Pomerantz	106,544,248	7,040,800	3,328,008
Stuart A. Tanz	112,279,104	1,305,944	3,328,008
Eric S. Zorn	102,961,001	10,624,047	3,328,008

(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, 2024 were as follows:

 

Votes For	Votes Against	Abstain	Broker Non-Votes
114,717,098	2,158,695	37,263	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
105,187,814	8,187,981	209,250	3,328,011

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.        

Exhibit No.	Description
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 25, 2024	RETAIL OPPORTUNITY INVESTMENTS CORP.
	By:	/s/ Michael B. Haines
		Name: Michael B. Haines
		Title: Chief Financial Officer
	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

XML

Cover Page	Apr. 23, 2024
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	RETAIL OPPORTUNITY INVESTMENTS CORP
Entity Incorporation, State or Country Code	MD
Entity File Number	001-33749
Entity Tax Identification Number	26-0500600
Entity Address, Address Line One	11250 El Camino Real, Suite 200
Entity Address, City or Town	San Diego,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	677-0900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ROIC
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001407623
Document Period End Date	Apr. 23, 2024
Retail Opportunity Investments Partnerships L.P.
Entity Information [Line Items]
Entity Registrant Name	RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-189057-01
Entity Tax Identification Number	94-2969738
Entity Central Index Key	0001577230