| |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders (the “Annual Meeting”) of RH held on June 29, 2023, RH’s shareholders voted on four proposals and cast their votes as described below. The proposals are set forth in RH’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 24, 2023. RH is also referred to herein as the “Company.”
Proposal 1: RH’s shareholders elected three (3) nominees to the Board of Directors, as Class II directors, each to hold office for a three-year term and until the annual meeting of shareholders in 2026 or until his or her successor is duly elected and qualified.
NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
Hilary Krane | | 15,772,978 | | 990,697 | | 1,738,932 |
Katie Mitic | | 15,770,192 | | 993,483 | | 1,738,932 |
Ali Rowghani | | 16,234,164 | | 529,511 | | 1,738,932 |
Proposal 2: RH’s shareholders cast their votes, on a non-binding advisory basis, approving RH’s named executive officer compensation, as set forth below.
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
16,371,637 | | 377,073 | | 14,965 | | 1,738,932 |
Proposal 3: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the 2023 fiscal year, as set forth below.
FOR | | AGAINST | | ABSTAIN |
18,074,804 | | 421,243 | | 6,560 |
Proposal 4: RH’s shareholders rejected the shareholder proposal to report on matters related to the procurement of down feathers from suppliers, as set forth below.
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
856,988 | | 15,783,488 | | 123,199 | | 1,738,932 |
As of the close of business on May 23, 2023, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 22,052,211 shares of the Company’s Common Stock outstanding, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company. Following the record date, the Company repurchased 1,620,152 shares of the Company’s Common Stock through the date of the Annual Meeting (the “Repurchased Shares”). Such Repurchased Shares were not entitled to be voted at the Annual Meeting under Delaware law and were not considered outstanding for purposes of voting at the Annual Meeting. As a result, at the Annual Meeting, the holders of 18,502,607 shares of the Company’s Common Stock were represented in person or by proxy, which represented 90.56% of the 20,432,059 shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.