Business Context and Reporting Period
This Form 8-K reports on the results of the 2022 Annual Meeting of Shareholders for RH (the Company), held on June 30, 2022. The filing details the voting outcomes for four proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
No financial material changes are reported in this document. The filing documents the election of directors and the outcome of shareholder proposals.
Shareholder Voting Results and Management Commentary
- Proposal 1 (Election of Directors): Shareholders elected three Class I directors to serve until the 2025 annual meeting:
- Eri Chaya: 18,501,234 votes FOR; 909,235 WITHHELD.
- Mark Demilio: 18,819,227 votes FOR; 591,242 WITHHELD.
- Leonard Schlesinger: 19,200,144 votes FOR; 210,325 WITHHELD.
- Proposal 2 (Say-on-Pay): Shareholders approved the non-binding advisory vote on executive compensation with 18,913,767 votes FOR and 440,179 votes AGAINST. Management intends to continue shareholder outreach regarding compensation ahead of the 2023 annual meeting.
- Proposal 3 (Ratification of Auditors): Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2022 fiscal year with 21,505,482 votes FOR and 63,132 votes AGAINST.
- Proposal 4 (Shareholder Proposal on Down Feathers): Shareholders rejected the proposal to report on the procurement of down feathers from suppliers. The vote was 2,446,120 FOR and 16,853,657 AGAINST.
Investor Verification Checklist
- Verify the composition of the Board of Directors following the election of the three new Class I directors.
- Review the definitive proxy statement filed on May 19, 2022, for detailed context on the rejected shareholder proposal regarding down feather procurement.
- Monitor future filings for the Company's response to the say-on-pay vote and any changes to executive compensation policies.