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                     Second Amended and Restated Bylaws of the Company, adopted September
                          20, 20    22
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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