8-K: Current report filing
Published on July 28, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 annual meeting of stockholders (the “Annual Meeting”) of RH held on July 22, 2020, RH’s stockholders 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 June 1, 2020.
Proposal 1: RH’s stockholders 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 2023 annual meeting or until his or her successor is duly elected and qualified.
NAME |
FOR |
WITHHELD |
BROKER NON-VOTES |
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Hilary Krane |
16,012,566 |
18,884 |
1,675,467 |
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Katie Mitic |
16,012,701 |
18,749 |
1,675,467 |
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Ali Rowghani |
15,927,691 |
103,759 |
1,675,467 |
Proposal 2: RH’s stockholders cast their advisory, non-binding votes on executive compensation, as set forth below.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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15,764,811 |
223,176 |
43,463 |
1,675,467 |
Proposal 3: RH’s stockholders cast their advisory, non-binding votes on the frequency of the advisory vote on executive compensation, as set forth below.
1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON-VOTES |
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15,772,514 |
5,623 |
228,306 |
25,007 |
1,675,467 |
RH’s stockholders approved by a majority of the votes cast, on an advisory basis, the holding of the stockholder advisory vote on executive compensation (the “Say-on-Pay Vote”) annually. In light of such vote, and consistent with the Board of Directors’ recommendation to the stockholders included in RH’s proxy statement, RH decided that it would hold the Say-on-Pay Vote every year until the Board decides to hold the next stockholder advisory vote on the frequency of Say-on-Pay Votes, which is required to occur no later than RH’s 2026 annual meeting of stockholders.
Proposal 4: RH’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the 2020 fiscal year, as set forth below.
FOR |
AGAINST |
ABSTAIN |
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17,595,918 |
99,426 |
11,573 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: July 28, 2020 |
By: |
/s/ Jack Preston |
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Jack Preston |
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Chief Financial Officer |
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