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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): December 11, 2024

 

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

001-14784

75-2615944

(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
     

1603 LBJ Freeway, Suite 800

Dallas, Texas

 

75234

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 469-522-4200

 

 

(Former name or former address, if changed since last report)

 

 

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:

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class

Trading

Symbol

 

Name of Each Exchange on which Registered

Common Stock, par value $0.01

IOR

NYSE American

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ('230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ('240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

  
 

 

Item 5.07 - Submission of Matters to the Vote of Security Holders

 

On December 11, 2024, the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc. (“IOR” or the “Issuer” or the “Registrant”) was held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 9, 2023, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 7, 2024, a total of 4,066,178 shares of Common Stock were outstanding, with each share entitled to cast one vote.

 

At the meeting, proxies representing at least 3,230,130 shares (94.86% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 4,168,214 outstanding shares of Common Stock, 3,230,130 shares are held in DTC/CEDE accounts.

 

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:

 

 

Nominee Name

No. of Votes

For

Of Shares

Voted, % For

No. of Votes

Withheld

No. of Votes

Abstained

Broker Non-

Votes

Henry A. Butler 3,805,973 93.60% 52,277 - 476
Robert A. Jakuszewski 3,805,973 93.60% 52,277 - 476
Ted R. Munselle 3790,955 93.23% 67,295 - 476
Fernando Victor Lara Celis 3,805,973 93.60% 52,277 - 476

 

All of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.

 

The second matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2024, and any interim period. A total of 3,839,905 votes were cast FOR, 17,310 votes were cast AGAINST, and 1,311 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes.

 

The Annual Meeting of the Board of Directors was held on the following day, December 12, 2024. At such meeting, Henry A. Butler was re-elected Chairman of the Board and Ted Munselle was re-appointed as the Presiding Director.

 

  
 

 

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: December 12, 2024

 

  INCOME OPPORTUNITY REALTY
  INVESTORS, INC.

 

  By: /s/ Erik L. Johnson
  Erik L. Johnson, President and Chief Executive
  Officer

 

 

 

 

 

 

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Entity File Number 001-14784
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Entity Central Index Key 0000949961
Entity Tax Identification Number 75-2615944
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1603 LBJ Freeway
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