Business Context and Reporting Period
This Form 8-K reports on the results of the Annual Meeting of Shareholders for RH (NYSE: RH), held on June 26, 2025. The filing details the voting outcomes for three specific proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results rather than financial performance data.
Material Changes and Voting Results
Shareholders voted on three proposals with the following outcomes:
- Proposal 1 (Election of Directors): Shareholders elected three Class I directors for a three-year term.
- Eri Chaya: 11,869,051 votes FOR; 2,527,973 votes WITHHELD.
- Mark Demilio: 10,302,759 votes FOR; 4,094,265 votes WITHHELD.
- Leonard Schlesinger: 13,735,061 votes FOR; 661,963 votes WITHHELD.
- Proposal 2 (Executive Compensation): Shareholders approved the named executive officer compensation on a non-binding advisory basis.
- FOR: 14,009,020
- AGAINST: 353,648
- ABSTAIN: 34,356
- Proposal 3 (Auditor Ratification): Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
- FOR: 16,264,934
- AGAINST: 73,552
- ABSTAIN: 29,563
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Confirm the specific terms of the executive compensation plan approved in Proposal 2 by reviewing the definitive proxy statement filed on May 30, 2025.
- Note that 1,971,025 broker non-votes were recorded for the director elections and the executive compensation proposal.
- Confirm the tenure of the newly elected directors, which extends until the 2028 annual meeting.