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

On May 9, 2012, the Annual Meeting of Stockholders of Income Opportunity Realty Investors, Inc. ("IOT" 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 April 6, 2012 distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of April 5, 2012, 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 3,077,378 73.8% 74,353 - 565,135

Sharon Hunt 3,077,612 73.8% 74,119 - 565,135

Robert A. Jakuszewski 3,077,612 73.8% 74,119 - 565,135

Ted R. Munselle 3,077,612 73.8% 74,119 - 565,135

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, 2012 and any interim period. A total of 3,711,914 votes were cast FOR, 2,484 votes were cast AGAINST and 2,468 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, May 10, 2012. At such meeting, Henry A. Butler was re-elected Chairman of the Board.

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