Item 3.03 Material Modification to Rights of Security Holders.
On June 30, 2022, Retail Value Inc. (the "Company") filed a certificate of
dissolution (the "Certificate of Dissolution") with the Secretary of State of
the State of Ohio. The Certificate of Dissolution provides for the dissolution
of the Company under the Ohio Revised Code. Pursuant to the Ohio Revised Code,
the Company will continue to exist for a period of five years following the
filing of the Certificate of Dissolution for the purpose of paying, satisfying
and discharging any unknown or contingent claims or any debts or other
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind-up its business and affairs.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the filing of the Certificate of Dissolution, the Company's
independent directors, Gary N. Boston, Henrie W. Koetter and Scott D. Roulston,
resigned from the Company's Board of Directors (the "Board") on July 1, 2022 and
the Board reduced its size to three. In order to fill the remaining vacancy, on
July 1, 2022, the Board elected Conor M. Fennerty, currently the Company's
Executive Vice President, as a director. The Board also appointed David R.
Lukes, currently a director and the Company's President and Chief Executive
Officer, as Chairman of the Board and appointed Mr. Fennerty as a member of the
Audit Committee. The Board now consists exclusively of management directors,
namely Messrs. Lukes and Fennerty and Christa A. Vesy. The transition to a Board
comprised exclusively of management directors was designed to curtail expenses
after the delisting of the Company's common shares from the New York Stock
Exchange and to recognize the substantial completion of the Company's original
strategy.
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RETL VALU 
