Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) Compensatory Arrangements of Certain Officers.

Retail Opportunity Investments Corp.'s (the "Company") 2022 Annual Meeting of Stockholders (the "Annual Meeting") was held on April 25, 2022. At the Annual Meeting, the stockholders of the Company approved, among other items the Company's Second Amended and Restated 2009 Equity Incentive Plan (the "Equity Incentive Plan") pursuant to which the Company may grant equity incentive compensation to its directors, executive officers and other eligible participants. The Equity Incentive Plan was previously approved by the Company's board of directors on March 25, 2022, subject to the approval of the Company's stockholders at the Annual Meeting and became effective upon such stockholder approval. The types of awards that may be granted under the Equity Incentive Plan include stock options, restricted shares, share appreciation rights, phantom shares, dividend equivalent rights and other equity-based awards. A total of 10,954,694 Fungible Units (as defined in the Equity Incentive Plan) are reserved for grant under the Equity Incentive Plan. The 10,954,694 Fungible Units represent a maximum of 5,002,143 shares of the Company's common stock that could be granted pursuant to the Equity Incentive Plan as full-value awards, such as restricted shares, based on the 2.19 to 1.0 Fungible Unit-to-full-value award conversion ratio. A maximum of 10,954,694 shares of the Company's common stock may be issued pursuant to the Equity Incentive Plan if all grants made under the Equity Incentive Plan are granted as stock options, based on a 1.0 to 1.0 Fungible Unit-to-stock option award conversion ratio. The Equity Incentive Plan will expire on April 25, 2032.

A description of the Equity Incentive Plan was included as part of the Company's Proxy Statement for the Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on March 25, 2022, and such description is incorporated herein by reference. The descriptions of the Equity Incentive Plan contained and incorporated by reference herein are qualified in their entirety by reference to the full text of the Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

(a) 112,965,418 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting, representing approximately 91.74% 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 2023 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, 2022; (iii) approved, on an advisory basis, the compensation of the Company's named executive officers; and (iv) approved the Equity Incentive Plan. The proposals are described in detail in the Proxy Statement. 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 101,200,470 4,566,022 7,198,926 Angela K. Ho 103,995,477 1,771,015 7,198,926 Michael J. Indiveri 100,450,780 5,315,712 7,198,926 Zabrina M. Jenkins 103,984,182 1,782,310 7,198,926 Lee S. Neibart 102,547,041 3,219,451 7,198,926 Adrienne B. Pitts 102,790,195 2,976,297 7,198,926 Laura H. Pomerantz 101,086,726 4,679,766 7,198,926 Stuart A. Tanz 102,802,549 2,963,943 7,198,926 Eric S. Zorn 92,407,249 13,359,243 7,198,926

(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, 2022 were as follows:

Votes For Votes Against Abstain Broker Non-Votes 107,903,917 4,981,603 79,898

                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
97,686,431     7,999,602  80,459        7,198,926

(iv) The voting results with respect to the approval of the Equity Incentive Plan were as follows:





 Votes For Votes Against Abstain Broker Non-Votes
96,456,266     9,259,757  50,469        7,198,926

Item 9.01 Financial Statements and Exhibits.






(d)



Exhibit No.  Description
  10.1         Second Amended and Restated 2009 Equity Incentive Plan.
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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