8-K: Current report
Published on June 25, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
