UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of December 16, 2021, the Board of Directors of Income Opportunity Realty Investors, Inc. (the “Company” or the “Issuer” or “IOR”) appointed Bradley J. Muth, age 61, President and Chief Executive Officer of the Company. Mr. Muth most recently, from July 2019 to September 2021, was Senior Managing Director, Capital Markets and Development of ValueRock Realty Partners, an Irvine, California based national real estate investment services firm, focusing on value-ad commercial real estate throughout California, Hawaii and Arizona. Prior thereto, from December 2014 to June 2019, he was Senior Managing Director, Portfolio and Asset Management of Madison Marquette, a leading commercial real estate investment manager, service provider, developer and operator of real property based in San Francisco, California and Washington, DC. From 2012 to 2014, he was Chief Investment Officer of Buckingham Companies, a real estate investment firm engaged in the multifamily sector. Mr. Muth, from 1994 to 2012, was Managing Principal or Senior Managing Partner of ING/Concert Realty Partners, a real estate investment and operations firm. He has been engaged in the real estate industry for more than 30 years. He is also a certified public accountant (1984).
Also as of December 16, 2021, the Board of Directors of the Company appointed Erik L. Johnson, age 53, Executive Vice President and Chief Financial Officer of the Company. Mr. Johnson has been Executive Vice President and Chief Financial Officer (since August 17, 2020) of Transcontinental Realty Investors, Inc. (“TCI”) and American Realty Investors, Inc. (“ARL”), both of whose Common Stock is listed and traded on the New York Stock Exchange (the “NYSE”). He is also Chief Financial Officer (since July 1, 2020) of Pillar Income Asset Management, LLC (“Pillar”). Mr. Johnson, a Certified Public Accountant, was most recently Vice President of Financial Reporting of The Macerich Company (NYSE:MAC) in Santa Monica, California, a position he held for more than the past five years, from 2005 through June 2020. Mr. Johnson was, from 2001-2005, Controller/Chief Accounting Officer of North American Scientific, Inc. (NASDAQ:NASI), based in Los Angeles, California, and, from 2000-2001, he was Controller of Launch Media, Inc. (NASDAQ:LAUN) in Santa Monica, California.
Item 5.07 - Submission of Matters to the Vote of Security Holders
On December 15, 2021, the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc. (“IOR” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 9, 2021, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 8, 2021, a total of 4,168,214 shares of Common Stock were outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing at least 3,799,350 shares (91.15% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 4,168,214 outstanding shares of Common Stock, 3,161,297 shares are held in DTC/CEDE accounts.
At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstention and broker non-votes:
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Name | No. of Votes For | Of Shares Voted, % For | No. of Votes Withheld | No. of Votes Abstained | Broker Non- Votes | |||||||||||||||
| Henry A. Butler | 3,686,998 | 97.04 | % | 101,632 | — | 10,720 | ||||||||||||||
| Robert A. Jakuszewski | 3,686,457 | 97.03 | % | 102,173 | — | 10,720 | ||||||||||||||
| Ted R. Munselle | 3,687,040 | 97.04 | % | 101,590 | — | 10,720 | ||||||||||||||
| Raymond D. Roberts, Sr. | 3,686,307 | 97.02 | % | 102,323 | — | 10,720 | ||||||||||||||
All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.
The only other matter presented at the Annual Meeting was the ratification of the appointment of Swalm & Associates, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2021, and any interim period. A total of 3,727,309 votes were cast FOR, 68,513 votes were cast AGAINST, and 3,528 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.
The Annual Meeting of the Board of Directors was held on the following day, December 16, 2021. At such meeting, Henry A. Butler was reelected Chairman of the Board.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: December 17, 2021
| INCOME OPPORTUNITY REALTY INVESTORS, INC. | |||
| By: | /s/ Erik L. Johnson | ||
| Erik L. Johnson | |||
| Executive Vice President | |||
| and Chief Financial Officer |