Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Director Departure OnDecember 15, 2021 ,Retail Opportunity Investment Corp. (the "Company") announced thatCharles 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 ofMr. 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 andAdrienne Banks Pitts OnDecember 15, 2021 , the Board electedZabrina Jenkins andAdrienne Banks Pitts to become new independent directors of the Board effectiveDecember 15, 2021 . In connection with this election, the Board temporarily increased the size of the Board by two directors until the 2022 Annual Meeting whenMr. Persico does not stand for re-election.Ms. Jenkins , 51, has served as Senior Vice President and Deputy General Counsel of Starbucks Corporation sinceFebruary 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. FromJanuary 2019 toFebruary 2020 ,Ms. Jenkins served as Vice President and Interim Chief Ethics and Compliance Officer and fromApril 2016 toJanuary 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 theInclusion and Diversity Committee for the Law & Corporate Affairs department, and provides legal counsel to theAudit Committee of the Starbucks Corporation Board of Directors.Ms. Jenkins also currently serves as a member of the Board of Trustees forCentral Washington University and as a member of theAdvisory Board of Washington Leadership Institute and the Board ofDirectors of the Loren Miller Bar Foundation .Ms. Jenkins was selected as a 2019-2020 fellow of theInternational Women's Forum .Ms. Jenkins received a B.S. in Business Administration, Finance fromCentral Washington University , an M.S. inHigher Education Administration fromSyracuse University School of Education , and a J.D. fromSyracuse University College of Law . The Company believesMs. 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 forLoop Capital, LLC sinceJuly 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 theFrancis W. Parker School inChicago , as well as onWorld Business Chicago's Legal Advisory Board .Ms. Pitts received a B.A. in Economics from theUniversity of Pennsylvania , and a J.D. fromBoston University School of Law . We believeMs. 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
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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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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