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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

RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)

Maryland001-3374926-0500600
(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)

Delaware333-189057-0194-2969738
(State or other jurisdiction of incorporation)(Commission
File Number)
(I.R.S. Employer
Identification No.)

11250 El Camino Real, Suite 200
San Diego,California92130
(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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 RegistrantTitle of each classTrading SymbolName of each exchange on which registered
Retail Opportunity Investments Corp.Common Stock, par value $0.0001 per shareROICNASDAQ
Retail Opportunity Investments Partnership, LPNoneNoneNone




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:
 
 ForWithheldBroker Non-Votes
Richard A. Baker96,138,1823,816,7358,587,595
Michael J. Indiveri74,818,55225,136,3658,587,595
Edward H. Meyer36,221,80863,733,1098,587,595
Lee S. Neibart96,849,5463,105,3718,587,595
Charles J. Persico75,059,15124,895,7668,587,595
Laura H. Pomerantz96,702,3693,252,5488,587,595
Stuart A. Tanz97,601,8122,353,1058,587,595
Eric S. Zorn98,055,8081,899,1098,587,595
 
(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 ForVotes AgainstAbstainBroker Non-Votes
105,004,2863,340,195198,0310
 
(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 ForVotes AgainstAbstainBroker Non-Votes
97,435,1702,285,391234,3488,587,603







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



v3.20.1
Cover Page
Apr. 28, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Apr. 22, 2020
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
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