UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2026
(Exact name of registrant as specified in its charter)
Delaware |
| 001-35720 |
| 45-3052669 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
15 Koch Road, Corte Madera, California 94925
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (415) 924-1005
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common Stock, $0.0001 par value | | RH | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 18, 2026, 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 4, 2026.
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 2029 or until his or her successor is duly elected and qualified.
| | | ||||
NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
Hilary Krane | | 12,847,999 | | 159,668 | | 3,010,640 |
Katie Mitic | | 12,536,423 | | 471,244 | | 3,010,640 |
Ali Rowghani | | 12,297,821 | | 709,846 | | 3,010,640 |
Proposal 2: RH’s shareholders approved, on a non-binding advisory basis, RH’s named executive officer compensation, as set forth below.
| | | ||||
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
12,428,182 | | 567,693 | | 11,792 | | 3,010,640 |
Proposal 3: RH’s shareholders approved, on a non-binding advisory basis, a one-year frequency of future advisory votes to approve named executive officer compensation, as set forth below.
| | | | | |||||||||||||
1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | BROKER NON-VOTES | ||||||||||
12,782,373 | | 6,068 | | 206,745 | | 12,481 | 3,010,640 | ||||||||||
In light of such vote, and consistent with the Board of Directors’ recommendation to the shareholders included in RH’s proxy statement, the Board has decided that it will hold the shareholder advisory vote on named executive officer compensation (the “Say-on-Pay Vote”) every year until the Board decides to hold the next shareholder advisory vote on the frequency of Say-on-Pay Votes, which is required to occur no later than RH’s 2032 annual meeting of shareholders.
Proposal 4: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the fiscal year ending January 30, 2027, as set forth below.
| | |||
FOR | | AGAINST | | ABSTAIN |
15,981,644 | | 30,035 | | 6,628 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ||
Dated: June 24, 2026 | By: | /s/ Jack Preston |
| Jack Preston | |
| Chief Financial Officer | |
