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

(a) 116,189,581 shares of the common stock of Retail Opportunity Investments Corp. (the "Company") were represented in person or by proxy at the Company's 2023 Annual Meeting of Stockholders held on April 25, 2023 (the "Annual Meeting"), representing approximately 92.93% of the issued and outstanding shares of the Company's common stock that were entitled to vote at the Annual Meeting.

(b) At the Annual Meeting, the Company's stockholders (i) elected the nine directors named below to serve until the Company's 2024 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, 2023; (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 proxy statement for the Annual Meeting. 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:

                                 For     Withheld     Broker Non-Votes
Richard A. Baker         100,796,020    8,434,857            6,958,704
Angela K. Ho             106,950,758    2,280,119            6,958,704
Michael J. Indiveri      101,355,275    7,875,602            6,958,704
Zabrina M. Jenkins       106,901,365    2,329,512            6,958,704
Lee S. Neibart           104,824,447    4,406,430            6,958,704
Adrienne B. Pitts        105,228,131    4,002,746            6,958,704
Laura H. Pomerantz       100,804,715    8,426,162            6,958,704
Stuart A. Tanz           105,649,579    3,581,298            6,958,704
Eric S. Zorn              95,524,386   13,706,491            6,958,704

(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, 2023 were as follows:



    Votes For     Votes Against     Abstain     Broker Non-Votes
  114,239,566         1,907,167      42,848                    0

(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     Abstain     Broker Non-Votes
  104,409,045         4,717,806     104,020            6,958,710

(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     Every 2 Years     Every 3 Years     Abstain     Broker Non-Votes
   103,881,266            80,061         5,126,141     143,402            6,958,711

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Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.
Exhibit No.           Description
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)

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