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): September 20, 2022
RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | |
| Maryland | 001-33749 | 26-0500600 |
| (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)
| | | | | | | | |
| Delaware | 333-189057-01 | 94-2969738 |
| (State or other jurisdiction of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | |
| | | | | | | | | | | | | | |
| 11250 El Camino Real, Suite 200 | | | |
| San Diego, | California | | 92130 |
| (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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 20, 2022, the Board of Directors of Retail Opportunity Investment Corp. (the “Company”) adopted and approved the Company’s Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws were amended and restated in response to the new Universal Proxy Rules. The changes in the Amended and Restated Bylaws, among other items, address certain procedural issues arising out of the new Universal Proxy Rules and also enhance the information required to be submitted in connection with the nomination of alternative directors to serve on the Company’s Board of Directors. In addition, the changes in the Amended and Restated Bylaws lower from 50% to 25% the minimum percentage of shares of common stock held by Company stockholders required to call a special meeting of stockholders that is not otherwise called by the Company’s Board of Directors.
The foregoing description is qualified in its entirety by reference to a copy of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 3.1 | |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| Dated: September 23, 2022 | RETAIL 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 |
