Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act



Date of Report (Date of earliest event reported): December 16, 2020                                                            




(Exact Name of Registrant as Specified in its Charter)








(State or other

jurisdiction of incorporation)


File No.)

(I.R.S. Employer

Identification No.)


1603 LBJ Freeway, Suite 800

Dallas, Texas

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code 469-522-4200                                                                   



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))


Securities registered pursuant to Section 12(b) of the Act:




Title of Each Class



Trading Symbol


Name of Each Exchange

on which Registered


Common Stock, par value $0.01




NYSE American


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.

[  ]


Section 5 - Corporate Governance and Management


Item 5.07 - Submission of Matters to the Vote of Security Holders


On December 16, 2020, the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc. (“IOT” 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 6, 2020, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 6, 2020, 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 3,797,318 shares (91.1% 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, 3,377,582 shares are held in 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:


Name # Votes For % For # Votes Withheld # Votes Abstained Broker Non-votes
Henry A. Butler 3,715,395 89,14% 67,430 - 14,493
Robert A. Jakuszewski 3,714,264 89.12% 68,061 - 14,493
Ted R. Munselle 3,715,437 89.14% 67,388 - 14,493
Raymond D. Roberts, Sr. 3,714,704 89.12% 68,121 - 14,493


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, 2020, and any interim period. A total of 3,781,888 votes were cast FOR, 602 votes were cast AGAINST, and 14,828 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 17, 2020. At such meeting, Henry A. Butler was reelected Chairman of the Board.







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, 2020    
By: /s/ Gene S. Bertcher
    Gene S. Bertcher
    Executive Vice President and
    Chief Financial Officer


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