UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 of 1934

~~Securities~~Date of ~~Exchange~~Report ~~Act~~(date of ~~1934~~earliest event reported): May 2, 2019

~~Date~~FLAHERTY & ofCRUMRINE ~~Report~~PREFERRED INCOME OPPORTUNITY FUND INCORPORATED (~~date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported):~~specified ~~January 20,~~in ~~2017~~its charter)

FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY

FUND INCORPORATED

(Exact name of Registrant as specified in its charter)

Maryland	811-06495	95-4355600
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

301 E. Colorado Blvd. Suite 720 Pasadena, CA 91101 (Address of principal executive offices and zip code)

Suite 720

Pasadena, CA 91101

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 626-795-7300

Not Applicable (Former name or former address, if changed since last report)

(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 (see General Instruction A.2. below):

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

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14a~~12b-122 of this chapter).

☐ ~~Pre-commencement~~Emerging ~~communications~~growth ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~company

☐If ~~Pre-commencement~~an ~~communications~~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 ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

Item 8.01. Other Events.

~~The~~On April ~~following~~23, ~~changes~~2019, ~~will~~the beBoard ~~made~~of toDirectors (the ~~investment~~“Board”) ~~policies~~ of Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated (the “Fund”) ~~effective~~approved ona ~~February 21,~~change ~~2017.~~in the name of the Fund to “Flaherty & Crumrine Preferred and Income Opportunity Fund Incorporated” and certain changes to the investment policies of the Fund.

Old Policy:		At time of purchase, at least 75% of the securities that the Fund will acquire will be rated investment grade by any one of Moody’s Investor Service, Inc. (“Moody’s”), Standard and Poor’s Global Ratings (“S&P”) or Fitch Ratings Group (“Fitch”). In addition, the Fund may invest up to 25% of its assets at the time of purchase in securities rated below investment grade by all of Moody’s, S&P and Fitch, provided that (a) such securities are rated at least “Ba3” by Moody’s, “BB-” by S&P, or “BB-” by Fitch or (b) such securities are issued by an issuer having an outstanding class of senior debt rated investment grade by any one of Moody’s, S&P, or Fitch at the time of purchase. Thus, the Fund may invest in securities rated below “Ba3” by Moody’s, “BB-” by S&P and “BB-” by Fitch if the issuer has investment grade senior debt outstanding. In addition, the Fund may invest in unrated securities that the Fund’s investment adviser deems to be comparable in quality to rated issues in which the Fund is authorized to invest.
New Policy:		At time of purchase, at least 85% of the Fund’s managed assets will be either (a) rated investment grade by any one of Moody’s, S&P or Fitch or (b) issued by companies with issuer or senior unsecured debt ratings that are investment grade by any one of Moody’s, S&P or Fitch. In addition, the Fund may invest in unrated securities that the Fund’s investment adviser deems to be comparable in quality to rated issues in which the Fund is authorized to invest.

Under the Fund’s current policies, it is generally required to invest at least 80% of its assets in preferred securities. In connection with changing the name of the Fund, the Fund is revising this non-fundamental policy to the following:

~~Reasoning~~Under normal ~~for~~market ~~Changes~~conditions, the Fund invests at least 80% of its Managed Assets in a portfolio of preferred and other income-producing securities.

~~Rating~~For purposes ~~methodologies~~of ~~for~~the ~~each~~above ofpolicy, ~~Moody~~the term “Managed Assets” means the Fund’s, ~~S&P~~net assets, ~~and~~plus ~~Fitch~~the ~~have~~principal ~~evolved~~amount of inloans ~~dramatic~~from ~~fashion~~financial ~~ever~~institutions ~~since~~or debt securities issued by the ~~financial~~Fund, ~~crisis~~the liquidation preference of ~~2008-2009~~preferred stock issued by the Fund, if any, and ~~ratings on~~the ~~preferred~~proceeds ~~securities~~of ~~are~~any ~~lower~~reverse ~~than~~repurchase ~~pre-crisis~~agreements ~~levels,~~entered ~~despite~~into ~~what~~by the Fund’s. ~~investment~~The ~~adviser~~new ~~views~~policy aswill ~~substantial~~also be ~~credit~~a ~~strengthening~~non-fundamental atpolicy ~~most~~of ~~issuers.~~the Fund able to be changed by the Board without shareholder approval.

~~The Fund’s ratings guidelines were designed prior to this evolution and are now stale in light of the current market. According to the adviser’s~~These ~~data,~~changes ~~preferreds~~will ~~with~~take aneffect ~~investment~~on ~~grade~~or ~~rating~~about byJuly ~~at least one agency only comprise approximately 62% of the total market – prior to the financial crisis~~5, ~~they comprised 90%~~2019.

The adviser recommended these changes in order to address both the change in the composition of the preferred market and frequent changes in rating methodologies for preferred securities by referencing the issuer or senior unsecured debt ratings. -2-

~~Impact of Changes~~ SIGNATURES

~~The Fund would be authorized~~ Pursuant to ~~purchase~~the ~~below~~requirements ~~investment-grade preferred securities~~ of ~~investment grade issuers. In addition, subject to its 15% limit,~~ the ~~Fund~~ ~~may~~Securities ~~now~~Exchange ~~purchase~~Act ~~securities rated below Ba3/BB-/BB- by each~~ of ~~Moody’s~~1934, ~~S&P~~as ~~and Fitch~~amended, ~~respectively, even if~~ the ~~issuer~~Registrant ~~rating~~has orduly ~~senior~~caused ~~debt of the same issuer is rated below investment grade by Moody’s, S&P or Fitch at the time of purchase. While~~ this ~~change~~report ~~would permit the Fund~~ to ~~acquire~~be ~~securities~~signed on ~~rated~~its Bbehalf ~~and below~~ by ~~all~~ the ~~ratings~~undersigned ~~agencies,~~hereunto ~~the~~duly ~~Fund’s adviser has no current intention of doing so~~authorized.

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	FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED


Date: May 2, 2019	By:	/s/ R. Eric Chadwick
		R. Eric Chadwick President

As before, the Fund will apply the ratings criteria at the time of purchase and the Fund will not be required to dispose of securities if, after purchase, they are downgraded, although the adviser may take this into account in determining whether to retain a security. As a result, more than 15% of the Fund’s holdings at any time may be issued by companies with issuer ratings or senior debt ratings that are below investment grade. In addition, as before, the Fund may invest in unrated securities that the Fund’s investment adviser deems to be comparable in quality to rated issues in which the Fund is authorized to invest. -3-

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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FLAHERTY & CRUMRINE PREFERRED INCOME OPPORTUNITY FUND INCORPORATED

Date: January 20, 2017

/s/ R. Eric Chadwick

R. Eric Chadwick

Filing Compare · Flaherty & Crumrine PREFERRED & INCOME OPPORTUNITY FUND INC