8-K: Current report filing
Published on July 21, 2021
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
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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):
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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 2021 annual meeting of shareholders (the “Annual Meeting”) of RH held on July 15, 2021, RH’s shareholders voted on three 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, 2021. RH is also referred to herein as the “Company.”
Proposal 1: RH’s shareholders elected three (3) nominees to the Board of Directors, as Class III directors, each to hold office for a three-year term and until the 2024 annual meeting or until his or her successor is duly elected and qualified.
NAME |
FOR |
WITHHELD |
BROKER NON-VOTES |
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Gary Friedman |
18,036,110 |
422,582 |
1,085,557 |
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Carlos Alberini |
17,704,314 |
754,378 |
1,085,557 |
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Keith Belling |
17,710,699 |
747,993 |
1,085,557 |
Proposal 2: RH’s shareholders cast their advisory non-binding votes in favor of the Company’s say on pay proposal with respect to executive compensation, as set forth below.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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12,631,232 |
5,811,320 |
16,140 |
1,085,557 |
Proposal 3: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the 2021 fiscal year, as set forth below.
FOR |
AGAINST |
ABSTAIN |
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19,511,179 |
23,188 |
9,882 |
The Company regularly conducts outreach to its shareholders in order to better understand the perspectives of the Company’s investors in relation to the Company’s compensation of its named executive officers and other matters. The Company intends to continue this process in connection with the say on pay proposal in anticipation of the Company’s 2022 annual meeting of shareholders.
