RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Retail Properties of America, Inc. (the Company) held its 2017
annual meeting of stockholders (the 2017 Annual Meeting) on
May25, 2017. The total number of shares of common stock entitled
to vote at the 2017 Annual Meeting was 236,888,222, of which
198,395,563 shares, or approximately 84%, were present in person
or by proxy. The following is a brief description of each matter
voted upon at the 2017 Annual Meeting and a statement of the
number of votes cast for, against or withheld and the number of
abstentions and broker non-votes with respect to each matter, as
applicable.

(a) Votes regarding the election of the persons named below as
directors for a term expiring at the annual meeting of
stockholders in 2018 and until their respective successors have
been duly elected and qualified or until their earlier
resignation or removal, were as follows:

Based on the votes set forth above, each of the foregoing persons
was duly elected to serve as a director for a term expiring at
the annual meeting of stockholders in 2018 and until his or her
respective successor has been duly elected and qualified or until
his or her earlier resignation or removal.

(b) With respect to the advisory resolution approving the
compensation of the Companys named executive officers, there were
148,648,195 votes for the resolution, 17,965,912 votes against
the resolution, 1,109,471 votes abstaining from voting on the
resolution and 30,671,984 broker non-votes. Based on the
foregoing voting results, the advisory resolution approving the
compensation of the Companys named executive officers was
approved by the Companys stockholders.

(c) With respect to the non-binding, advisory vote regarding the
frequency of holding future non-binding, advisory votes on the
compensation of the Companys named executive officers, there were
136,478,752 votes for the frequency of future non-binding,
advisory votes on the compensation of the Companys named
executive officers to be held every year, 748,788 votes to hold
said non-binding, advisory vote every two years, 20,809,331 votes
to hold said non-binding, advisory vote every three years and
9,686,708 votes abstaining from voting on said non-binding,
advisory

vote. Based on the foregoing voting results, the Companys
stockholders approved, on a non-binding, advisory basis, a
frequency of every year for holding future non-binding, advisory
votes on the compensation of the Companys named executive
officers. After taking into consideration the foregoing voting
results and the prior recommendation of the Companys board of
directors (the Board) in favor of an annual non-binding, advisory
stockholder vote on the compensation of the Companys named
executive officers, the Board currently intends for the Company
to hold future non-binding, advisory votes on the compensation of
the Companys named executive officers every year until the next
required advisory vote on the frequency of holding future
non-binding, advisory votes on the compensation of the Companys
named executive officers.

(d) With respect to the approval by the Companys stockholders of
an amendment to the Companys bylaws to allow the Companys bylaws
to be amended by the affirmative vote of a majority of all votes
entitled to be cast by the stockholders of the issued and
outstanding shares of common stock of the Company at a meeting of
stockholders duly called and at which a quorum is present (the
Bylaw Amendment), there were 155,912,685 votes for the approval
of the Bylaw Amendment, 10,586,991 votes against the approval of
the Bylaw Amendment, 1,223,903 votes abstaining from voting on
the approval of the Bylaw Amendment and 30,671,984 broker
non-votes. Based on the foregoing voting results, the Bylaw
Amendment was approved by the Companys stockholders. As a result,
the Bylaw Amendment was effective on May25, 2017.

(e) With respect to the ratification of the audit committees
appointment of Deloitte Touche LLP as independent registered
public accounting firm for 2017, there were 186,580,566 votes for
the ratification, 10,816,450 votes against the ratification,
998,547 votes abstaining from voting on the ratification and no
broker non-votes. Based on the foregoing voting results, the
appointment of Deloitte Touche LLP as the independent registered
public accounting firm of the Company to serve for the fiscal
year ending December31, 2017 was duly ratified by the Companys
stockholders.

About RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI)

Retail Properties of America, Inc., formerly Inland Western Retail Real Estate Trust, Inc., is a real estate investment trust (REIT). The Company owns and operates shopping centers in the United States. The Company’s retail operating portfolio includes power centers, neighborhood and community centers, and lifestyle centers and predominantly multi-tenant retail mixed-use properties, as well as single-user retail properties. The Company owns approximately 200 retail operating properties representing approximately 28,930,000 square feet of gross leasable area (GLA). The Company owns properties in eastern division and western division of the United States. The Company’s eastern division consists of approximately 120 properties located in Alabama, Connecticut, Florida, Georgia, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont and Virginia.

RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI) Recent Trading Information

RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI) closed its last trading session down -0.30 at 12.34 with 1,536,502 shares trading hands.