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 9, 2020
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) | 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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11250 El Camino Real, Suite 200
San Diego, California | | 92130 (Zip Code) |
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| Registrant’s telephone number, including area code: (858) 677-0900 |
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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 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 Act:
Name of Registrant | | Title of each class | | Trading symbol | | Name of each exchange on which registered |
Retail Opportunity Investments Corp. | | Common Stock, par value $0.0001 per share | | ROIC | | NASDAQ |
Retail Opportunity Investments Partnership, LP | | None | | None | | None |
Item 7.01 | Regulation FD Disclosure. |
On April 9, 2020, Retail Opportunity Investments Corp. (the “Company”) issued a press release announcing the change to the location of the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”), as described in Item 8.01 of this Current Report. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in the press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 8.01 | Other Information. |
Change to Virtual Meeting
On April 9, 2020, the Company announced that, due to the current situation regarding the public health impact of the novel coronavirus (COVID-19) pandemic and the related limitations within the state of New York on all non-essential gatherings of individuals, and in order to support the health and well-being of its stockholders, employees and the greater community, the Company changed the format of the 2020 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to a virtual only format. As previously announced, the Annual Meeting will be held at 1:30 p.m., Eastern time, on Wednesday, April 22, 2020. Further information regarding this change to the location of the Annual Meeting and instructions on how to attend the virtual Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on April 9, 2020.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
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| 99.1 | Press Release, dated April 9, 2020 |
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| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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| 104 | The 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 9, 2020 | RETAIL OPPORTUNITY INVESTMENTS CORP. |
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| | By: | /s/ Michael B. Haines | |
| | | Name: Michael B. Haines | |
| | | Title: Chief Financial Officer | |
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| Dated: April 9, 2020 | RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP |
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| | By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its |
| | | general partner | |
| | | | |
| | By: | /s/ Michael B. Haines | |
| | | Name: Michael B. Haines | |
| | | Title: Chief Financial Officer | |
