RVI Retail Value Inc

Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2022, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

4. Proposal Two: Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Increase Director Terms to Three Years

Proposal Summary and Board Recommendation

We have pursued a strategy of realizing value in our portfolio through operations and sales of our assets. Upon separation from DDR Corp. (now known as SITE Centers Corp.) on July 1, 2018, we owned 48 properties consisting of 38 continental U.S. assets and 12 Puerto Rico assets. As of December 31, 2021, we had sold all of our properties other than Crossroads Center located in Gulfport, Mississippi. On March 16, 2022, the Company announced that it had entered into an agreement to sell Crossroads Center in a transaction that is expected to close by the end of April 2022.

Following the disposition of Crossroads Center, we expect to file a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to Ohio law, a corporation that files a certificate of dissolution continues to exist for a period of five years for the purpose, among others, of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations. During this time, we expect to maintain a reserve fund with a portion of the proceeds from our final asset sales to satisfy such monetary obligations, conduct certain corporate and administrative functions, including those related to the liquidation and winding-up of our business and affairs, and make any final distributions to our shareholders. We do not expect to have material business operations during this period. Furthermore, we expect to delist our shares from trading on the NYSE in connection with the sale of Crossroads Center. Once we delist our shares from the NYSE, we will no longer be subject to its requirement to maintain a board consisting of a majority of independent directors, and thereafter we expect to transition to a Board comprised exclusively of management directors.

One of the specific requirements of Ohio law is that we continue to hold annual meetings of shareholders during this wind-down period. Presently, Article II, Section 3 of our Code of Regulations provides that director terms expire, and that new or continuing directors be elected, at each annual meeting of shareholders. In order to avoid failed elections or other negative outcomes, we solicit proxies to vote shares with respect to director elections at each annual meeting of shareholders. This process, however, involves the expenditure of significant resources, including fees paid to third-party advisors and other service providers. Because of the annual meeting requirement of Ohio law, compliance with our Code of Regulations results in us incurring these expenses annually.

Given the likely limited and routine nature of our operations during the anticipated wind-down period, as well as the expected future nature of our Board, we do not believe it is in the interests of our shareholders to continue to elect directors annually in light of the related proxy solicitation expense. For this reason, we are asking shareholders to adopt an amendment to our Code of Regulations to increase director terms from one to three years, which is the maximum permissible term under Ohio law.

The full text of the proposed amendment to the Code of Regulations, marked to show the proposed change in Article II, Section 3, is set forth in Appendix A to this Proxy Statement. The general description of the proposed amendment to the Code of Regulations set forth herein is qualified in its entirety by reference to the text of Appendix A. If this Proposal Two is approved, the proposed amendment will take effect immediately and Directors elected at the Annual Meeting will be elected for three-year terms.

BOARD RECOMMENDATION:

“For” Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Increase Director Terms to Three Years

5. Proposal Three: Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Replace the Existing Majority Voting Power Quorum Requirement

Proposal Summary and Board Recommendation

As discussed in Proposal Two, we have pursued a strategy of realizing value in our portfolio through operations and sales of our properties. As of December 31, 2021, we had disposed of all of our properties other than Crossroads Center, the sale of which is expected to close by the end of April 2022. As a result, we expect to file a certificate of dissolution with the Secretary of State of the State of Ohio following the sale of Crossroads Center and do not expect to have material operations during the subsequent five-year wind-up period.

Ohio law requires that a “quorum” of shareholders be present in person, by proxy or by the use of communications equipment in order for business conducted at a shareholder meeting to be valid. Presently, Article I, Section 5 of our Code of Regulations provides that, subject to limited exception, the holders of shares entitling them to exercise a majority of voting power entitled to vote at any meeting, present in person or by proxy, constitute a quorum.

While winding up our operations, we expect our market capitalization to become increasingly limited as we seek to distribute available funds to our shareholders. Additionally, our shares may become less attractive to institutional holders as a result of our anticipated delisting from the NYSE, decreases in the trading price of our shares or otherwise. As our market capitalization decreases, we expect that it will become increasingly difficult to secure the representation of voting shares, either in person or by proxy, currently required by our Code of Regulations to conduct business at shareholder meetings. Nonetheless, this does not relieve the Company of its obligation under Ohio law to convene shareholder meetings annually, although we expect that any business conducted at these meetings will be highly ministerial in nature, especially in the event that Proposal Two is approved and the terms of our directors are increased from one year to three years.

In light of these circumstances, we do not believe the expenditure of the resources that would be necessary to secure the level of shareholder representation currently required by the quorum provision of our Code of Regulations is likely to serve our shareholders’ best interests in the future. For this reason, we are asking shareholders to adopt an amendment to our Code of Regulations to decrease our quorum requirement for shareholder meetings to the default standard under Ohio law: the holders of shares present in person, by proxy or by use of communications equipment.

The full text of the proposed amendment to the Code of Regulations, marked to show the proposed change in Article I, Section 5, is set forth in Appendix B to this Proxy Statement. The general description of the proposed amendment to the Code of Regulations set forth herein is qualified in its entirety by reference to the text of Appendix B.

BOARD RECOMMENDATION:

“For” Approval of an Amendment to the Company’s Amended and Restated Code of Regulations to Replace the Majority Voting Power Quorum Requirement

6. Executive Compensation

Management Structure

We are externally managed by our Manager, which performs our day-to-day management functions. On December 16, 2021, we entered into a new External Management Agreement with our Manager which agreement became effective on January 1, 2022. This agreement effectively replaced and superseded the original External Management Agreement and Management and Leasing Agreements entered into with our Manager in 2018. We refer to the December 2021 agreement as the Management Agreement and we refer to the 2018 agreements as the Original Management Agreements.

We have no employees, but the following individuals (who are employees of our Manager) currently serve as our executive officers: David R. Lukes, as President and Chief Executive Officer; Christa A. Vesy, as Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer; and Conor M. Fennerty, as Executive Vice President.

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section or Compensation Committee Report in our Proxy Statement, as is required of many other public companies.

limited to 925,000 RVI common shares, but if on any January 1 the number of RVI common shares then available under the Equity Plan is less than 5% of the then issued and outstanding RVI common shares, the number of RVI common shares available under the Equity Plan will be increased to the extent necessary so that 5% of the then issued and outstanding RVI common shares is then available under the Equity Plan. Shares utilized for the Equity Plan may be shares of original issuance or treasury shares, or a combination of the two.

The Equity Plan also provides that, subject to adjustment as described in the Equity Plan: (1) the aggregate number of RVI common shares actually issued or transferred upon the exercise of incentive stock options will not exceed 925,000 common shares; and (2) no non-management Director of the Company will be granted in any calendar year compensation for non-management Director service to us having an aggregate maximum value (measured at the applicable date of grant and calculating the value of Equity Plan awards based on the grant date fair value for financial reporting purposes) in excess of $650,000. The Compensation Committee generally may amend the Equity Plan, subject to shareholder approval in certain circumstances as described in the Equity Plan.

Upon election to the Board at our 2021 Annual Meeting of Shareholders, each non-management Director received an award of 5,397 of our common shares, which award was fully vested and had a market value of approximately $100,000 based on the trailing ten-day average closing price of our common shares on May 12, 2021. These were the only awards made under the Equity Plan during 2021 and no unvested awards are currently outstanding under the Equity Plan. On December 21, 2021, as a result of our progress on the sales of our remaining assets in connection with our anticipated winding-up and dissolution process, we filed a post-effective registration statement amendment removing from registration with the Securities and Exchange Commission all remaining registered but unsold common shares under the Equity Plan.

7. Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Proposal Summary and Board Recommendation

PricewaterhouseCoopers LLP served as our independent registered public accounting firm in 2021 and has been selected by our Audit Committee to do so in 2022. Our Board has directed that management submit the selection of the independent registered public accounting firm for ratification by the shareholders at the Annual Meeting. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, be available to respond to appropriate questions and have an opportunity to make a statement, if desired.

Shareholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our Code of Regulations or otherwise. However, our Board is seeking ratification of PricewaterhouseCoopers LLP as a matter of good corporate practice. If the shareholders do not approve the ratification of PricewaterhouseCoopers LLP, then the Audit Committee will reconsider whether to retain the firm. In such event, the Audit Committee may retain PricewaterhouseCoopers LLP, notwithstanding the fact that the shareholders did not approve the ratification of PricewaterhouseCoopers LLP, or select another nationally recognized accounting firm without re-submitting the matter to the shareholders. Even if the shareholders ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm, the Audit Committee reserves the right in its discretion to select a different nationally recognized accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

BOARD RECOMMENDATION:

“For” Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has a policy for the pre-approval of audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee pre-approves specifically described audit and permissible non-audit services, and periodically grants general pre-approval of categories of audit and permissible non-audit services up to specified cost thresholds. Any services exceeding pre-approved cost levels must be specifically pre-approved by the Audit Committee. All of the services rendered by PricewaterhouseCoopers LLP under the categories “Audit-related fees,” “Tax fees,” and “All other fees” described above were pre-approved by the Audit Committee.

Auditor Independence

The Audit Committee believes that the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

8. Certain Relationships and Related-Party Transactions

The following is a summary of transactions that occurred or were in effect after January 1, 2021 to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, Directors or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.

Management Agreements

We are externally managed by our Manager and our executive officers are employed by (and in the case of Mr. Lukes, serve as a director of) our Manager. On December 16, 2021, in recognition of the sale of substantially all of the Company’s properties and in contemplation of the eventual winding up of our business, we entered into the Management Agreement with our Manager, which became effective on January 1, 2022. This agreement effectively replaced and superseded the Original Management Agreements.

The Management Agreement will be in effect until the fifth anniversary of the date on which the Company files a certificate of dissolution with the Secretary of State of the State of Ohio (which is expected to occur sometime following the sale of the Company’s only remaining property, Crossroads Center). In addition, either the Company or the Manager may terminate the Management Agreement prior to the expiry of the term (i) for convenience and without penalty upon 90 days’ prior notice to the other party or (ii) without penalty, upon written notice to the other party if the other party, its agents or its assignees breaches any material provision of the Management Agreement and such material breach continues for a period of ten business days after written notice of the breach.

Duties of our Manager

Pursuant to the terms of the Original Management Agreements and subject to the supervision and discretionary limits established by the Board, our Manager’s responsibilities in 2021 included:

Our Manager’s responsibilities under the Management Agreement are substantially identical to those set forth in the Original Management Agreements with the exception that the Management Agreement also provides that, if and when directed by the Board, the Manager will oversee and administer the liquidation and winding up of the business and affairs of the Company, including causing the Company to file a certificate of dissolution with the Secretary of State of the State of Ohio and administering any reserve fund that we may establish with proceeds of our final asset sales for the purpose of satisfying and discharging projected expenses and any unknown or contingent claims, debts or obligations that might arise during the five-year period subsequent to the filing of the certificate of dissolution.

Original Management Agreements

Pursuant to the Original Management Agreements, prior to January 1, 2022, the Company paid the Manager an Asset Management Fee in an aggregate amount (as determined by the Manager from time to time) no greater than 0.5% per annum of the Gross Asset Value (as defined in the Original Management Agreements) of the Company’s properties. The Asset Management Fee was payable in monthly installments based upon the Gross Asset Value as determined on the most recent December 31 or June 30 (each, a “Determination Date”). The Asset Management Fee was determined on each Determination Date for the subsequent six calendar months.

Pursuant to the Original Management Agreements, the Company also paid the Manager a Property Management Fee in an aggregate amount (as determined by the Manager from time to time) no greater than 3.5% and 5.5% of Gross Revenue (as defined in the Original Management Agreements) of the non-Puerto Rico properties and the Puerto Rico properties, respectively. The Property Management Fee was payable based upon the average monthly Gross Revenue collected during the three months immediately preceding the most recent December 31 or June 30. In order to offset the impact of reduced property collections resulting from the COVID-19 pandemic on the level of Property Management Fees, during the six-month period beginning on January 1, 2021, the Company agreed to pay an affiliate of the Manager a monthly supplemental fee in an amount equal to (x) the average monthly Property Management Fee paid during 2019 with respect to the properties owned by the Company and its subsidiaries as of October 1, 2020 minus (y) the monthly Property Management Fee determined on January 1, 2021 for the first six months of 2021 in accordance with the Original Management Agreements. The Company also paid the Manager: leasing commissions of $4.00 per square foot for the initial lease term and $2.00 per square foot in connection with each negotiated renewal or extension; 1.0% of the gross sale price of each asset sold; and costs and expenses incurred by the Manager in connection with construction and tenant coordination services.

Under the Original Management Agreements, the Company also paid or reimbursed the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the Original Management Agreements, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties.

New Management Agreement

Effective January 1, 2022, pursuant to the terms of the new Management Agreement, the Company will pay the Manager an Asset Management Fee for services rendered in connection with corporate management of the Company in an aggregate amount of (i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the term of the Management Agreement or earlier termination thereof. In addition, until the consummation of the sale of the Company’s remaining property, Crossroads Center, the Company will pay the Manager a monthly Property Management Fee equal to $22,000 per month. With respect to Crossroads Center, the Management Agreement also provides for payments to the Manager of: leasing commissions of $4.00 per square foot for the initial lease term and $2.00 per square foot in connection with each negotiated renewal or extension; 1.0% of the gross sale price in connection with any sale; and costs and expenses incurred by the Manager in connection with construction and tenant coordination services. The Management Agreement also provides that the Company may, in its sole discretion, make an additional incentive payment to the Manager in an amount not to exceed $500,000 upon the completion of the sale of Crossroads Center.

The Management Agreement also obligates the Company to pay or reimburse the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties.

Liability and Indemnification

The Manager maintains a contractual, as opposed to a fiduciary, relationship with the Company. Under the Management Agreement and the Original Management Agreements, the Company is required to indemnify the Manager and pay or reimburse expenses in advance of final resolution of a proceeding with respect to certain of our Manager’s acts or omissions.

Agreements Relating to Our Separation from the Manager

The Company entered into a Separation and Distribution Agreement, dated as of July 1, 2018 (the “Separation and Distribution Agreement”), with the Manager, which identified the assets transferred, liabilities assumed and contracts assigned to the Company in connection with our separation from the Manager. Except as expressly set forth in the Separation and Distribution Agreement or any other transaction agreements, all assets were transferred on an “as is, where is” basis and the Company bears the economic and legal risks associated with the transferred assets.

The Company also entered into a Tax Matters Agreement, dated as of July 1, 2018 (the “Tax Matters Agreement”), with the Manager, which governs the rights, responsibilities and obligations of the Company and the Manager following our separation from the Manager with respect to various tax matters, including the obligations of the Company and the Manager to maintain their qualification as a REIT under the Internal Revenue Code of 1986 (the “Code”). The Tax Matters Agreement also provides for the allocation between the Company and the Manager of the Manager’s tax-related assets, liabilities and obligations attributable to periods prior to the separation of the Company from the Manager.

In connection with the Company’s separation from the Manager, the Company issued 1,000 series A preferred shares to the Manager, which were noncumulative and had no mandatory dividend rate. However, subject to the requirement that we distribute an amount equal to the minimum amount required to be distributed to the holders of the Company’s common shares with respect to any taxable year in order for the Company to maintain its status as a REIT and to avoid any U.S. federal income taxes imposed by the Code, the series A preferred shares were entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to $190 million in the aggregate, which amount could be increased by up to an additional $10 million to the extent the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceeded approximately $2.055 billion. In October 2021, the Company paid a dividend on the series A preferred shares to the Manager in the aggregate amount of $190.0 million, and in December 2021, the Company purchased all outstanding series A preferred shares from the Manager for an aggregate purchase price of $1.

Indemnification Agreements with Directors and Executive Officers

We have entered into indemnification agreements with each of our Directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, among other things, we will indemnify the Director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our Director or officer.

9. Corporate Governance and Other Matters

Codes of Ethics

Code of Ethics for Senior Financial Officers

We have a Code of Ethics for Senior Financial Officers that applies to the senior financial officers of the Company, including, among others, the Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer and Treasurer (our “senior financial officers”). Among other matters, this code requires our senior financial officers to:

Only the Audit Committee or our Board, including a majority of the independent Directors, may waive any provision of this code with respect to a senior financial officer. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. This code is posted on our website, www.retailvalueinc.com, under “Governance” in the “Investors” section.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics addresses our commitment to honesty, integrity and the ethical behavior of our officers and Directors and employees of our Manager. This code governs the actions and working relationships of our officers and Directors and Manager employees with current and potential tenants, fellow employees, competitors, vendors, government and self-regulatory agencies, investors, the public, the media, and anyone else with whom we have or may have contact. Only our Board or the Nominating and Corporate Governance Committee may waive any provision of this code with respect to an officer or Director. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. The Company’s Corporate Compliance Officer may waive any provision of this code with respect to all other Manager employees. This code is posted on our website, www.retailvalueinc.com, under “Governance” in the “Investors” section.

Reporting and Non-Retaliation Policy

Our Code of Business Conduct and Ethics includes a reporting and non-retaliation policy. The purpose of the policy is to encourage all officers and Directors and Manager employees to disclose any alleged wrongdoing that may adversely impact us, our tenants, shareholders, Manager employees, investors, or the public at large without fear of retaliation. The policy sets forth procedures for the reporting by Manager employees and interested third parties of alleged financial (including auditing, accounting, and internal control matters) and non-financial wrongdoing on a confidential and anonymous basis. Reports concerning alleged wrongdoing may be made directly to our Corporate Compliance Officer or to NAVEX Global, an independent third-party service

retained on our behalf. An inquiry or investigation is then initiated by the Corporate Compliance Officer or the Audit Committee Chair. The results of all investigations concerning wrongdoing are reviewed quarterly by the Corporate Compliance Officer and the Chair of the Audit Committee.

Policy Regarding Related-Party Transactions

Our Code of Business Conduct and Ethics also includes a policy regarding the review and approval of related-party transactions. A proposed transaction between us and certain parties enumerated in the policy, including individuals affiliated with our Manager, must be submitted to our Corporate Compliance Officer. The relationship of the parties and the terms of the proposed transaction, among other things, are reviewed by our Corporate Compliance Officer to determine if the proposed transaction would constitute a material related-party transaction, in which case it is reported to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then determine whether the transaction requires Board approval. All material related-party transactions, whether or not those transactions must be disclosed under federal securities laws, are subject to prior approval by our Board pursuant to the policy and reviewed quarterly with the Nominating and Corporate Governance Committee.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2022, except as otherwise disclosed in the notes below, by each person who is known by us to own beneficially more than 5% of our outstanding common shares based on a review of filings with the SEC. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

concerning the submission and content of Director nominations for inclusion in the Company’s proxy statement, and must be received by our Secretary at 3300 Enterprise Parkway, Beachwood, Ohio 44122 no earlier than November 7, 2022 and no later than December 7, 2022, assuming the 2023 Annual Meeting is not advanced more than 30 calendar days and not delayed by more than 60 calendar days of the date of the first anniversary of the 2022 Annual Meeting.

However, please note that in the event that the Company is not required to present any proposals at the 2023 Annual Meeting, because of the approval of Proposal Two or otherwise, the Company does not anticipate that it will distribute a proxy statement to shareholders in connection with the 2023 Annual Meeting. Notwithstanding, the Company will continue to comply with the shareholder notice requirements under its governing documents and Ohio law, or that are otherwise applicable.

In addition, the Company’s Code of Regulations provides that any shareholder who desires to make a Director nomination or a proposal of other business at an annual meeting without including the nomination or proposal in the Company’s proxy statement must give timely written notice of the proposal to the Company’s Secretary. To be timely, the notice must be delivered to the above address not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which the Company held the preceding year’s annual meeting of shareholders. In the event the annual meeting is advanced or delayed by more than 30 calendar days of the date of the anniversary of the preceding year’s annual meeting, the notice must be received not later than the close of business on the later of the 90th calendar day prior to such annual meeting and the tenth calendar day following the day on which public announcement of the date of the annual meeting is first made. Therefore, to be timely, any such proposal or nomination must be received no earlier than January 12, 2023 and no later than February 11, 2023, assuming the 2023 Annual Meeting is not advanced or delayed by more than 30 calendar days of the date of the first anniversary of the 2022 Annual Meeting. The notice must also provide certain information required by the Company’s Code of Regulations.

In addition to satisfying the requirements under the Company’s Code of Regulations, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of Director nominees for election at the 2023 Annual Meeting other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 13, 2023. If the date of the 2023 Annual Meeting is changed by more than 30 calendar days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2023 Annual Meeting or the tenth calendar day following the day on which public announcement of the date of the 2023 Annual Meeting is first made by the Company. Please note that the Company does not plan to solicit proxies for the election of Directors at the 2023 Annual Meeting if Proposal Two is approved.

As to any proposal that a shareholder intends to present to shareholders other than by inclusion in our proxy statement for the 2023 Annual Meeting, the proxies named in management’s proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal unless we receive notice of the matter to be proposed not later than February 20, 2023. Even if proper notice is received on or prior to February 20, 2023, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.

Householding

The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information shareholders receive and reduces mailing and printing costs. A number of brokerage firms have instituted householding. Only one copy of this Proxy Statement and the accompanying annual report will be sent to certain beneficial shareholders who share a single address, unless any shareholder residing at that address gave contrary instructions.

If any beneficial shareholder residing at such an address desires at this time or in the future to receive a separate copy of this Proxy Statement and the accompanying annual report or if any such shareholder who currently receives a separate Proxy Statement and annual report and would like to receive only a single set in the future, the shareholder should provide such instructions to us by calling Christa A. Vesy, Chief Financial Officer, at (216) 755-5500, or by writing to Retail Value Inc., Attn. Investor Relations, at 3300 Enterprise Parkway, Beachwood, Ohio 44122.