Proxy Results Form 8 K

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:

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.