RH current report, 22 June 2016

Full document

Business Context and Reporting Period

This Form 8-K filing by Restoration Hardware Holdings, Inc. (RH) reports on the results of the 2016 Annual Meeting of Stockholders held on June 22, 2016. The filing details the voting outcomes for three specific proposals submitted to security holders.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly a report on corporate governance voting results.

Material Changes and Voting Results

The following material events occurred at the Annual Meeting:

  • Proposal 1 (Election of Directors): Stockholders elected three Class I directors to serve three-year terms.
    • Mark Demilio: 32,477,615 votes FOR; 284,350 WITHHELD.
    • Leonard Schlesinger: 32,478,184 votes FOR; 283,781 WITHHELD.
    • Eri Chaya: 28,923,980 votes FOR; 3,837,985 WITHHELD.
  • Proposal 2 (Executive Compensation): Stockholders cast an advisory, non-binding vote on executive compensation.
    • FOR: 29,908,959
    • AGAINST: 2,770,589
    • ABSTAIN: 82,417
  • Proposal 3 (Ratification of Auditors): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2016 fiscal year.
    • FOR: 37,054,013
    • AGAINST: 93,766
    • ABSTAIN: 20,031

Guidance, Outlook, and Risks

The filing text does not provide management commentary, financial guidance, outlook, risks, contingencies, or unusual items. The document is limited to the tabulation of votes cast at the Annual Meeting.

Key Facts for Investor Verification

  • Verify the total number of shares entitled to vote to contextualize the "Broker Non-Votes" (4,405,845) recorded for Proposals 1 and 2.
  • Confirm the specific terms of the three-year directorships for the newly elected Class I directors.
  • Note the significant "AGAINST" vote count (2,770,589) on the executive compensation proposal, representing approximately 8.5% of the votes cast on that item.
  • Confirm that PricewaterhouseCoopers LLP is now the official auditor for the 2016 fiscal year following ratification.