Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Director Departure
On December 15, 2021, Retail Opportunity Investment Corp. (the "Company")
announced that Charles J. Persico, a long-tenured independent director, has
advised the Board of Directors (the "Board") of the Company that he will not
stand for re-election at the Company's 2022 Annual Meeting of Stockholders (the
"2022 Annual Meeting") upon expiration of his current term. Mr. Persico's
leadership, business acumen and invaluable contributions over the years have
been instrumental in the company's growth and success. The decision of Mr.
Persico to not stand for re-election to the Board was not the result of any
dispute or disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
(d) Director Appointments
Appointment of Mss. Zabrina Jenkins and Adrienne Banks Pitts
On December 15, 2021, the Board elected Zabrina Jenkins and Adrienne Banks Pitts
to become new independent directors of the Board effective December 15, 2021. In
connection with this election, the Board temporarily increased the size of the
Board by two directors until the 2022 Annual Meeting when Mr. Persico does not
stand for re-election.
Ms. Jenkins, 51, has served as Senior Vice President and Deputy General Counsel
of Starbucks Corporation since February 2020 (NASDAQ: SBUX). In this role she
leads a diverse cross-functional team responsible for legal strategy, real
estate, intellectual property, employment, commercial transactions, and
litigation. From January 2019 to February 2020, Ms. Jenkins served as Vice
President and Interim Chief Ethics and Compliance Officer and from April 2016 to
January 2019 she served as Managing Director at Starbucks Corporation. Ms.
Jenkins joined Starbucks Corporation in 2005 and prior to that was an attorney
in private practice. Additionally, Ms. Jenkins serves as an Executive Champion
of the Starbucks Black Partner Network, advises the Inclusion and Diversity
Committee for the Law & Corporate Affairs department, and provides legal counsel
to the Audit Committee of the Starbucks Corporation Board of Directors. Ms.
Jenkins also currently serves as a member of the Board of Trustees for Central
Washington University and as a member of the Advisory Board of Washington
Leadership Institute and the Board of Directors of the Loren Miller Bar
Foundation. Ms. Jenkins was selected as a 2019-2020 fellow of the International
Women's Forum. Ms. Jenkins received a B.S. in Business Administration, Finance
from Central Washington University, an M.S. in Higher Education Administration
from Syracuse University School of Education, and a J.D. from Syracuse
University College of Law. The Company believes Ms. Jenkins' extensive legal and
corporate experience makes her qualified to serve as a director.
Ms. Pitts, 53, has served as Managing Director and General Counsel for Loop
Capital, LLC since July 2016, and was recently appointed Corporate Secretary. In
this role, she manages all legal concerns for the firm's multiple financial
services units, including real estate investments, corporate and public finance,
its infrastructure fund, its growing real estate platform, as well as other
asset and investment management matters. She works with these business units to
assess risks related to M&A, capital and debt raising, and the firm's other
financial offerings and investments. Prior to that, from 1995 to 2015, Ms. Pitts
was an attorney in private practice, elected to partner or principal at three
international law firms where she served as both a litigator and transactional
lawyer and represented large public and private companies in the areas of
antitrust, banking, corporate governance, M&A, securities regulatory compliance,
as well as white-collar criminal defense. Ms. Pitts also currently serves on the
Finance and Audit Committees of the Francis W. Parker School in Chicago, as well
as on World Business Chicago's Legal Advisory Board. Ms. Pitts received a B.A.
in Economics from the University of Pennsylvania, and a J.D. from Boston
University School of Law. We believe Ms. Pitts' extensive legal and corporate
experience makes her qualified to serve as a director.


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As an independent member of the Board, each of Ms. Jenkins and Ms. Pitts will be entitled to receive annual director cash retainer and equity compensation as more fully described in the Company's Proxy Statement filed with the SEC on March 26, 2021. There are no arrangements or understandings with any person pursuant to which either of Ms. Jenkins or Ms. Pitts was elected as a director of the Board. Neither of Ms. Jenkins or Ms. Pitts is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the U.S. Securities Act of 1933, as amended.

On December 15, 2021, the Company issued a press release (the "Press Release") announcing Mr. Persico's decision to not stand for re-election and the appointments of Mss. Jenkins and Pitts to the Board as well as the amendment to the Bylaws of the Company discussed below. A copy of the Press Release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 15, 2021, the Board adopted and approved the Company's Amended and Restated Bylaws in order to replace Article XIII of the existing bylaws of the Company in its entirety with a revised Article XIII. Article XIII now permits stockholders to amend the Company's bylaws by the affirmative vote of a majority of the votes entitled to be cast on the matter. Previously, Article XIII provided that the Board had the exclusive power to adopt, alter or repeal any provision of the bylaws of the Company and to make new bylaws. The foregoing description is qualified in its entirety by reference to a copy of the Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit No.           Description
3.1                     Amended and Restated Bylaws of the Company, adopted December 1    5    ,
                      2021
99.1                    Press Release, dated December     15    , 2021
101                   Cover Page Interactive Data File - the cover page XBRL tags are embedded
                      within the Inline XBRL document
104                   The cover page from this Current Report on Form 8-K, formatted in Inline
                      XBRL (and contained in Exhibit 101)



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