Rent The Runway Inc

This proposal seeks shareholder approval to remove from the Certificate of Incorporation the 50 million authorized shares of Class B common stock and all related provisions. The Class B shares were converted into Class A shares in the Recapitalization Transactions and none remain outstanding; management and the Board assert there is no intention to reissue Class B shares, so the retention of the dual-class references is unnecessary and could confuse investors. The filing includes the form of amendment as Annex B-1 and indicates conforming changes will be made throughout the charter. Approval requires a supermajority (two-thirds) vote under Delaware law as reflected in the proxy. From a governance perspective the change simplifies capital structure and removes legacy governance features tied to a class that no longer exists, which may improve clarity for investors and market participants. The Board unanimously recommends for approval, arguing the amendment reduces administrative burden and investor confusion. Practical considerations for shareholders include the voting threshold and potential impact on future capital-raising flexibility; removing the Class B authorization forecloses reissuance of that class without a further charter amendment. While largely technical, ratifying the change formalizes post-recapitalization reality and eliminates any residual structural complexities that could affect corporate actions or investor perception.

This proposal asks shareholders to remove the Company’s authorization for 10 million shares of preferred stock from the Certificate of Incorporation. Management states that any previously outstanding preferred shares were converted in the Recapitalization Transactions and none remain outstanding; furthermore, the Company has no plan to issue preferred shares, so the Board views the authorization and references as unnecessary. The charter amendment would be reflected in Annex B-2 and also produce conforming edits elsewhere in the charter. Approving this amendment simplifies the capital structure and eliminates potential confusion or administrative burden associated with an unused preferred class. The proxy notes no appraisal rights are available to stockholders under Delaware law for this amendment. The Board unanimously recommends approval, arguing the change aligns the charter with the post-recapitalization capital structure and clarifies governance documents for investors. While technical, the amendment limits future flexibility to issue preferred stock without further shareholder approval, which investors should weigh against the governance clarity benefit.

The proposal removes existing charter provisions requiring a two-thirds affirmative vote for certain actions, including bylaw amendments, director removals for cause, and charter amendments. Management frames the change as aligning governance with modern practices and reducing impediments to efficient corporate action, while acknowledging the traditional role of supermajority thresholds in protecting minority interests. Eliminating these provisions lowers the shareholder approval thresholds to majority votes for covered items and therefore shifts the balance toward simpler governance processes and potentially easier implementation of corporate changes. The Board concluded, after considering pros and cons, that the benefits of removing these higher thresholds outweigh the protection they provide, and unanimously recommends approval. From a governance and M&A perspective, the amendment could make the company more agile in responding to strategic opportunities but may reduce protections for minority holders against certain board-supported actions. Institutional investors may view this as enhancing board flexibility and reducing entrenchment, but some investors who value supermajority safeguards could view the change negatively. The proxy includes the form of amendment as Annex B-3 and instructs shareholders that approval will be reflected in the charter and conforming bylaw edits.

This charter amendment would codify a Board quorum rule and specifically require the presence of Nexus and STORY3 designated directors for a quorum to exist while they retain designation rights under the Investor Rights Agreement. Currently the bylaws set quorum at a majority of the Whole Board, but the charter is silent; the proposal brings the charter into alignment with investor expectations following the Recapitalization Transactions. Management argues that ensuring designated investor directors’ presence for quorum protects proper investor participation and governance integrity, given the Investor Group’s role and board designation rights. The amendment includes carve-outs to avoid perpetual deadlocks by deeming quorum present after repeated absences under specified circumstances. Board supports the change unanimously and the proposed amendment is attached as Annex B-4. From a governance analysis, the change increases investor protections for parties with designation rights and reduces the chance that key investor viewpoints are excluded from Board action, but it also raises potential coordination and scheduling risks if designated directors are unavailable. The change reflects post-recapitalization bargaining outcomes and should be evaluated by shareholders in light of the Investor Rights Agreement, the balance of control on the Board, and the company’s status as a controlled company following recapitalization.

This proposal would amend the charter to allow holders of at least 40% of voting power to call special meetings of stockholders, where previously only the Board chair or a majority of the Board could call such meetings. Management frames the 40% threshold as a compromise that enables meaningful shareholder initiation of special meetings while preventing frequent or narrowly supported calls by small groups. The Board’s rationale is to expand stockholder rights post-recapitalization while ensuring special meetings remain for significant, time-sensitive matters. Approval requires a two-thirds vote as a charter amendment, per the proxy’s voting table, so the practical burden on proponents remains high despite lowering the internal threshold to 40%. From a governance perspective, this change increases stockholder activism rights for large holders but leaves a relatively high bar (40%) compared with many peer companies that set lower percentages; shareholders should consider whether the threshold appropriately balances responsiveness and stability. The Board unanimously recommends the proposal and includes the charter redline as Annex B-5.

This amendment would remove the charter’s existing ban on stockholder action by written consent, thereby allowing stockholders to act without convening a meeting (subject to applicable law). Management sees the change as aligning the Company with contemporary governance norms and enhancing stockholder rights to effect change between meetings. The Board weighed stability and anti-takeover considerations against the benefits of increased shareholder participation and concluded that removing the prohibition better serves shareholders. From a legal perspective, permitting written consents conforms with Section 228 of the DGCL unless expressly prohibited in the certificate of incorporation; the proposal simply restores that default right. Practical implications include potentially faster stockholder-driven actions (both positive and activist motions), and investors should consider whether the tradeoff between facilitation of shareholder initiatives and protection against opportunistic, out-of-cycle actions matches their governance preferences. The Board unanimously recommends approval and attaches the redline as Annex B-6.

This proposal would amend the charter to expand the existing exculpation language (which currently covers directors) to also limit the monetary liability of specified senior officers to the fullest extent permitted by Delaware law under Section 102(b)(7). Management frames the amendment as a competitive necessity to recruit and retain senior executives by mitigating personal financial exposure for duty-of-care claims, while preserving accountability for breaches of loyalty, bad faith, intentional misconduct, knowing legal violations, and derivative claims, as the DGCL requires. The Board’s justification cites evolving governance practice and the legal amendment to Section 102(b)(7) enabling officer exculpation. For shareholders, the amendment reduces potential personal recoveries in limited direct claims against officers but leaves intact traditional constraints that prevent exculpation for disloyal or fraudulent conduct. The Board unanimously recommends the amendment and provided Annex B-7 showing the specific changes. The corporate governance trade-off is between improved executive recruitment/retention and the marginal narrowing of direct civil remedies against officers for certain care-related claims.

This charter amendment would formalize board designation rights for the Investor Group (Nexus and STORY3 and related investor-designees) consistent with the Investor Rights Agreement and the side letter with Jennifer Hyman. The amendment specifies thresholds (e.g., 25% Minimum Ownership Threshold) under which Nexus and STORY3 may designate one director each and the Board may designate three Investor Directors subject to investor approval mechanics, codifying post-recapitalization governance arrangements. Management argues that embedding these designations in the charter clarifies rights and enhances the Investor Group’s ability to exercise independent judgment for the Company’s benefit. The change entrenches investor-designee representation and thus reflects negotiated investor protections supporting the Recapitalization Transactions, which gave the Investor Group majority voting power. Shareholders should assess how codifying these rights affects board independence, director selection processes, potential conflicts of interest, and alignment between the Investor Group and public shareholders. The Board unanimously supports the amendment and the proxy includes Annex B-8 showing the redline. From a governance perspective, this moves authority over certain director appointments toward specified investors while maintaining certain approval mechanics and ownership thresholds to limit indefinite designation.

This proposal narrows the charter’s corporate opportunity renunciation: it would limit the class of “Exempt Persons” who may pursue corporate opportunities without breaching fiduciary duties to only the designated directors of STORY3 and Nexus (rather than all non-employee directors), and it would remove a prior clause insulating directors from liability for following the corporate opportunity provisions. Management presents the change as responsive to the Board’s reconstitution after the Recapitalization Transactions and as a recalibration of director accountability. The amendment reduces broad exemptions that could allow many non-employee directors to divert opportunities, instead confining such leeway to specified investor-designees, while restoring potential director liability in certain contexts. For shareholders, this is a governance improvement in limiting wide-ranging exemptions and enhancing accountability, though it also formalizes carve-outs for specified investor-designees. The Board unanimously recommends approval and provides Annex B-9 containing the redline. The change should be read alongside other investor-related charter amendments (designation, quorum) to assess cumulative governance effects.

This proposal requests shareholder approval to increase the share reserve under the 2021 Incentive Award Plan by 3,899,439 shares, bringing the total authorized for issuance under the amended plan to 10,171,225 shares. Management and the Board argue the increase is necessary to continue granting equity incentives to attract, retain and motivate employees, to align employee and stockholder interests, and to satisfy Nasdaq listing rule requirements governing equity plan amendments. The proxy provides a detailed summary of the Amended Plan’s features, including eligible participants, award types (options, RSUs, PSUs, SARs, cash awards), limits on ISOs, and adjustments in corporate transactions, and notes existing FY2025 PSU grants are contingent on shareholder approval of the increase. From a compensation governance perspective, issuing more shares dilutes existing holders but is standard practice to maintain an equity incentive program; shareholders should weigh dilution against the need to preserve competitive pay practices and retention of key personnel. The Board unanimously recommends approval and filed an S-8 to register the additional shares. Failure to approve would constrain the company’s ability to settle outstanding PSUs and to grant future awards, potentially hindering retention and recruitment. The proposal includes anti-dilution, Section 409A, and other standard plan mechanics and highlights that certain awards (e.g., substitute awards) do not reduce the share pool.