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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 2023

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 (§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 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



Explanatory Note

On May 1, 2023, Retail Opportunity Investments Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission to report the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on April 25, 2023. This Form 8-K/A is being filed solely to disclose the Company’s decision regarding the frequency of future stockholder advisory votes to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. Except as set forth herein, no other modifications have been made to the Original Form 8-K.

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

(d) At the Annual Meeting, the Company’s stockholders voted on, among other matters, an advisory proposal concerning the frequency of holding future stockholder advisory votes to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. As previously reported in the Original Form 8-K, the results of the voting were as follows:

Every YearEvery 2 YearsEvery 3 YearsAbstainBroker Non-Votes
103,881,26680,0615,126,141143,4026,958,711

The Company has decided, in light of such vote and other factors, to hold an advisory stockholder vote to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers annually. The Company intends to continue holding such votes annually until the next required vote on the frequency of the stockholder advisory vote to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.        
Exhibit No.Description
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104The 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: July 25, 2023RETAIL 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



v3.23.2
Cover Page
Apr. 25, 2023
Entity Information [Line Items]  
Document Type 8-K/A
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 true
Entity Central Index Key 0001407623
Document Period End Date Apr. 25, 2023
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
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