Current Report Filing (8-k)
May 01 2017 - 4:31PM
Edgar (US Regulatory)
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 25, 2017
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)
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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.)
|
|
|
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8905 Towne Centre Drive, Suite 108
San Diego, California
|
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92122
(Zip Code)
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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:
[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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) Retail
Opportunity Investments Corp.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”)
was held on April 25, 2017 at which 102,865,726 shares of the Company’s common stock were represented in person or by proxy
representing approximately 93.7% 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
2018 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, 2017; (iii) approved, on an advisory basis, the compensation
of the Company’s named executive officers; and (iv) determined, on an advisory basis, the frequency of holding future stockholder
advisory votes on the compensation of the Company’s named executive officers. The proposals are described in detail in the
Company’s 2017 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:
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For
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Withheld
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Broker Non-Votes
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Richard A. Baker
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93,452,204
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684,769
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8,728,753
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Michael J. Indiveri
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75,653,420
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18,483,553
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8,728,753
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Edward H. Meyer
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70,441,624
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23,695,349
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8,728,753
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Lee S. Neibart
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92,776,189
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1,360,784
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8,728,753
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Charles J. Persico
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75,664,342
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18,472,631
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8,728,753
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Laura H. Pomerantz
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93,496,548
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640,425
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8,728,753
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Stuart A. Tanz
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93,494,343
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642,630
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8,728,753
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Eric S. Zorn
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93,495,938
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641,035
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8,728,753
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(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, 2017 were as follows:
Votes For
|
Votes Against
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Abstain
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Broker Non-Votes
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102,680,362
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116,601
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68,763
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0
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(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
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Abstain
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Broker Non-Votes
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91,174,088
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2,808,466
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154,410
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8,728,762
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(iv) The voting results
with respect to the advisory proposal to determine the frequency of holding future stockholder advisory votes on the compensation
of the Company’s named executive officers were as follows:
Every Year
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Every 2 Years
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Every 3 Years
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Abstain
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Broker Non-Votes
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72,502,209
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76,705
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19,112,207
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291,855
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10,882,750
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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.
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Dated: May 1, 2017
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RETAIL OPPORTUNITY INVESTMENTS CORP.
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By:
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/s/ Michael B. Haines
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Name: Michael B. Haines
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Title: Chief Financial Officer
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Dated: May 1, 2017
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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
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By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its
general partner
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By:
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/s/ Michael B. Haines
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Name: Michael B. Haines
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Title: Chief Financial Officer
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