INCOME OPPORTUNITY REALTY INVESTORS INC /TX/

Regulatory Filings • May 16, 2011

8-K 1 d82367e8vk.htm FORM 8-K e8vk PAGEBREAK

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

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Date of Report (Date of earliest event reported): May 11, 2011

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INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File No.)	Identification No.)

1800 Valley View Lane, Suite 300
Dallas, Texas	75234
(Address of principal executive offices)	(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

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Section 2 — Financial Information

link1 "Item 2.02. Results of Operations and Financial Condition"

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

link1 "Item 5.07. Submission of Matters to a Vote of Securityholders"

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:

	No. of Votes	%	No. of Votes	No. of Votes	Broker Non-
Name	For	For	Against	Abstained	Votes
Henry A. Butler	3,253,216	78.04 %	17,829	—	—
Robert A. Jakuszewski	3,253,216	78.04 %	17,829	—	—
RL S. Lemke	3,253,216	78.04 %	17,829	—	—
Ted R. Munselle	3,253,216	78.04 %	17,829	—	—
Martha C. Stephens	3,252,754	78.03 %	18,291	—	—

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

link1 "Item 9.01. Financial Statements and Exhibits"

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit
Designation	Description of Exhibit
99.1*	Press Release dated May 16, 2011.

• Furnished herewith.

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized.

Dated: May 16, 2011
By:	/s/ Gene S. Bertcher
	Gene S. Bertcher, Executive Vice
	President and Chief Financial Officer

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