Business Context and Reporting Period
This Form 8-K reports on the results of the annual meeting of shareholders for RH (RH), held on June 18, 2026. The filing details the voting outcomes for four proposals regarding board elections, executive compensation, and auditor ratification.
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.
Material Changes and Voting Results
Shareholders voted on four proposals at the Annual Meeting:
- Proposal 1 (Board Election): Shareholders elected three Class II directors (Hilary Krane, Katie Mitic, and Ali Rowghani) to three-year terms. All nominees received significant majority support, with "For" votes ranging from approximately 12.3 million to 12.8 million.
- Proposal 2 (Say-on-Pay): Shareholders approved the named executive officer compensation on a non-binding advisory basis. Approximately 12.4 million votes were cast "For" compared to 567,693 "Against".
- Proposal 3 (Say-on-Pay Frequency): Shareholders approved a one-year frequency for future advisory votes on executive compensation. Approximately 12.8 million votes were cast for the one-year option.
- Proposal 4 (Auditor Ratification): Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027. The proposal received overwhelming support with nearly 16 million "For" votes.
Guidance, Outlook, and Management Commentary
Following the vote on Proposal 3, the Board of Directors decided to hold the shareholder advisory vote on named executive officer compensation annually. This decision aligns with the Board's recommendation and will continue until the next required frequency vote, which must occur no later than the 2032 annual meeting. The filing contains no financial guidance, risk factors, or unusual items.
Investor Verification Checklist
- Verify the specific terms of the three-year directorships for the newly elected Class II directors.
- Confirm the fiscal year end date of January 30, 2027, for the ratified auditor engagement.
- Review the definitive proxy statement filed on May 4, 2026, for detailed executive compensation data referenced in Proposal 2.
- Note that the next mandatory vote on Say-on-Pay frequency is required by the 2032 annual meeting.