Independent
Tenure on this board
10.1 yrs
Meeting calendar
RH · Annual meeting · Thursday, June 18, 2026
Rh
3 nominees · 4 ballot items.
Election of three directors; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (one, two or three years); ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Market cap
$3.6B
1Y TSR
-21.2%
Board grade
C+
Record date
Apr 21, 2026
Filing
DEF 14A
Meeting concluded · Jun 18, 2026
Follow how the vote landed and what changed on Rh’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect three Class II nominees—Hilary Krane, Katie Mitic, and Ali Rowghani—to the Board of Directors.
- 2
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
More detail
This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its executive pay program, which combines base salary, a performance-based annual cash incentive (the Leadership Incentive Program tied to Adjusted Income) and long-term equity incentives (primarily stock options with multi-year vesting). The Board recommends a FOR vote, arguing the program aligns executive incentives with shareholder interests through meaningful equity exposure and performance-based cash bonuses, long vesting schedules, clawback provisions, and stock ownership guidelines. The proposal is routine in modern practice (advisory only) but matters for investor relations: a negative outcome could prompt the compensation committee to revisit plan design, performance metrics, and disclosure; a strong vote supports management’s current approach. The proxy statement notes prior shareholder outreach and indicates management considered investor feedback when designing compensation elements. The advisory vote does not bind RH to any action, but the Board commits to consider the vote’s outcome when setting future compensation.
- 3
Advisory Vote on Frequency of Future Say-on-Pay Votes
ManagementBoard: FORNon-binding advisory vote to select how often shareholders should be given a say-on-pay (one, two, or three years).
More detail
This non-binding proposal asks shareholders to indicate whether say-on-pay votes should be held every one, two, or three years; management recommends annual votes to allow regular shareholder feedback and alignment with the annual review of compensation practices. A plurality/most-votes rule applies; the Board will consider the outcome.
- 4
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
12.7 yrs
Independent
Tenure on this board
11.5 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 11.5% | 2,179,731 | $305M |
| 2 | Alyeska Investment Group, L.P. | 8.7% | 1,636,323 | $229M |
| 3 | BlackRock, Inc. | 4.3% | 808,200 | $113M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 680,065 | $95M |
| 5 | UBS Group AG | 3.5% | 666,026 | $93M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 653,942 | $91M |
| 7 | Point72 Asset Management, L.P.Activist | 3.4% | 641,599 | $90M |
| 8 | Senvest Management, LLC | 3.4% | 636,219 | $89M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.9% | 556,233 | $78M |
| 10 | STATE STREET CORP | 2.5% | 472,213 | $66M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
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Reference
Frequently asked questions
- When is the Rh 2026 annual meeting?
- Rh (RH) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.
- What is the record date for the Rh 2026 meeting?
- The record date for the Rh 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Rh's 2026 meeting?
- The board is presenting 3 director nominees at the Rh 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Rh 2026 meeting?
- Shareholders will vote on 4 proposals at the Rh 2026 meeting, each tagged with who proposed it and the board's recommendation.
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