Form: DEFA14A

Additional definitive proxy soliciting materials and Rule 14(a)(12) material

May 19, 2022

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO

SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

  Filed by the Registrant          Filed by a Party other than the Registrant

Check the appropriate box:

  Preliminary Proxy Statement

  Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

  Soliciting Material under §240.14a-12

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Name of Registrant as Specified in Its Charter

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

  No fee required.

  Fee paid previously with preliminary materials.

  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Your Vote Counts!

RH

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ATTN: CORPORATE SECRETARY

15 KOCH ROAD, LEGAL DEPARTMENT

CORTE MADERA, CA 94925

2022 Annual Meeting

Vote by June 29, 2022

11:59 PM ET

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You invested in RH and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 30, 2022.

Get informed before you vote

View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 16, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

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For complete information and to vote, visit www.ProxyVote.com

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Smartphone users

Point your camera here and

vote without entering a

control number

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Vote in Person at the Meeting*

June 30, 2022

10:30 AM (Pacific Time)

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15 Koch Road

Corte Madera, CA 94925

*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Board

Voting Items

Recommends

1.   Election of Directors

For

Nominees:

01) Eri Chaya

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02) Mark Demilio

03) Leonard Schlesinger

2.   Advisory vote to approve named executive officer compensation.

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For

3.   Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2022 fiscal year.

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For

4. A shareholder proposal for RH to report on the procurement of down feathers from its suppliers.

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Against

NOTE: Such other business as may properly come before the meeting or any adjournment or
postponement thereof.

If we determine it is not possible or advisable to hold the 2022 Annual Meeting in person due to health or other considerations related to COVID-19 or other reasons, the 2022 Annual Meeting may be held by means of remote communication (i.e., a virtual-only meeting). If this is determined, we will announce the decision in advance, and will provide details on how to participate at ir.rh.com. As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend in person.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

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