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
Date of Report (Date of earliest event reported): May 11, 2011
INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Nevada |
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001-14784 |
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75-2615944 |
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| (State or other
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(Commission
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(I.R.S. Employer |
| jurisdiction of incorporation)
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File No.)
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Identification No.) |
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| 1800 Valley View Lane, Suite 300 |
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| Dallas, Texas
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75234 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code 465-522-4200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 — Financial Information
Item 2.02. Results of Operations and Financial Condition
On May 16, 2011, Income Opportunity Realty Investors, Inc. (“IOT” or the “Issuer” or the
“Registrant”) announced its operational results for the quarter ended March 31, 2011. A copy of
the announcement is attached as Exhibit “99.1.”
The information furnished pursuant to Item 2.02 of this Form 8-K, including Exhibit “99.1”
attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we
specifically incorporate it by reference in a document filed under the Securities Act of 1933 or
the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly-update or
revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.
Section 5 — Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Securityholders
On May 11, 2011, the Annual Meeting of Stockholders of IOT was held following a solicitation
of proxies pursuant to a Notice of Annual Meeting and related Proxy Statement dated April 8, 2011
distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act
of 1934, as amended. On the record date of April 7, 2011, a total of 4,168,214 shares of Common
Stock were outstanding with each share entitled to cast one vote.
At the Annual Meeting, which involved the election of directors, the following named persons
received the number of votes cast for, against or withheld, as well as the number of abstention and
broker non-votes:
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No. of Votes |
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% |
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No. of Votes |
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No. of Votes |
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Broker Non- |
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For |
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For |
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Against |
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Abstained |
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Votes |
Henry A. Butler |
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3,253,216 |
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78.04 |
% |
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17,829 |
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— |
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— |
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Robert A. Jakuszewski |
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3,253,216 |
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78.04 |
% |
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17,829 |
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— |
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— |
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RL S. Lemke |
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3,253,216 |
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78.04 |
% |
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17,829 |
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— |
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Ted R. Munselle |
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3,253,216 |
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78.04 |
% |
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17,829 |
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— |
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— |
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Martha C. Stephens |
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3,252,754 |
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78.03 |
% |
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18,291 |
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— |
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All of the nominees named above, each of which is currently a director of the Registrant, were
elected at such Annual Meeting.
The only other matter presented at the Annual Meeting was the ratification of the appointment
of Swalm & Associates, P.C. as the independent registered public accounting firm for the Registrant
for the fiscal year ending December 31, 2011 and any interim period. A total of 3,797,340 votes
were cast FOR,
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24,101 votes were cast AGAINST and 4,913 votes ABSTAINED from voting with respect to
such proposal.
The Annual Meeting of the Board of Directors was held on the following day, May 12, 2011. At
such meeting, Henry A. Butler was elected Chairman of the Board replacing Martha C. Stephens who
remains a Director and who had been the Chairman of the Board since May 21, 2009.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
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| Exhibit |
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| Designation |
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Description of Exhibit |
99.1*
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Press Release dated May 16, 2011. |
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