UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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

Date of Report (Date of earliest event reported): ~~May~~June 1230, 2022

Retail Value Inc.

(Exact name of Registrant as Specified in Its Charter)

Ohio	~~1-38517~~	~~82-4182996~~	1-38517	82-4182996
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
3300 Enterprise Parkway Beachwood, Ohio		44122
3300 Enterprise Parkway
(Address of Principal Executive Offices)		(Zip Code)
Beachwood, Ohio				44122
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

Not Applicable

(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:

☐ 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))

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Trading~~TradingSymbol(s) ~~Symbol~~ Name of each exchange on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an 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 Section 13(a) of the Exchange Act. ☒

Item 53.~~07. Submission~~03 ofMaterial ~~Matters~~Modification to aRights ~~Vote~~ of Security Holders.

On ~~May~~June 1230, 2022, Retail Value Inc. (the “Company”) ~~held~~filed ~~its~~a ~~annual~~certificate ~~meeting~~of dissolution (the “Certificate of ~~shareholders~~Dissolution”) with the Secretary of State of the State of Ohio. The ~~matters~~Certificate ~~presented~~of Dissolution provides for the dissolution of the Company under the Ohio Revised Code. Pursuant to ~~shareholders~~the Ohio Revised Code, the Company will continue to exist for ~~vote~~a ~~and~~period of five years following the ~~final~~filing ~~voting~~of ~~results~~the onCertificate ~~such~~of ~~matters~~Dissolution ~~were~~for asthe ~~follows:~~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.

1Item 5.02 ~~Five~~Departure ~~directors,~~of ~~each~~Directors toor ~~serve~~Certain ~~until~~Officers; ~~the~~Election ~~annual meeting~~ of ~~the~~Directors; ~~shareholders~~Appointment ~~held~~of inCertain ~~the~~Officers; ~~third~~Compensatory ~~year~~Arrangements ~~following~~of ~~their~~Certain ~~election and until a successor has been duly elected and qualified, were elected by the following vote:~~Officers.

	For	Against	Abstain	Broker Non-Votes
Gary N. Boston	15,864,968	134,755	9,509	1,409,784
Henrie W. Koetter	12,134,477	3,864,700	10,055	1,409,784
David R. Lukes	15,876,858	122,511	9,862	1,409,784
Scott D. Roulston	15,756,544	243,196	9,492	1,409,784
Christa A. Vesy	15,083,632	915,813	9,787	1,409,784

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.

2. Adoption of an amendment to the Company’s Amended and Restated Code of Regulations to increase Director terms to three years was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
15,823,396		176,108		9,728		1,409,784

3. Adoption of an amendment to the Company’s Amended and Restated Code of Regulations to replace the existing majority voting power quorum was approved by the following vote:

For		Against		Abstain		Broker Non-Votes
15,853,997		147,147		8,088		1,409,784

4. The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022 was approved by the following vote:

For		Against		Abstain
17,307,682		93,852		17,482

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

104Cover page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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

	Retail Value Inc.
	By:	/s/ Aaron M. Kitlowski
	Name: Aaron M. Kitlowski
Date: May 13, 2022	Title: Executive Vice President and Secretary
Date: July 1, 2022	Title: Executive Vice President and Secretary

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