8-K: Current report filing
Published on July 5, 2022
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)
|
|
|||
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (
N/A
(Former name or former address, if changed since last report.)
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) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol |
Name of each exchange on which registered |
||
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 2022 annual meeting of shareholders (the “Annual Meeting”) of RH held on June 30, 2022, 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 19, 2022. 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 I directors, each to hold office for a three-year term and until the 2025 annual meeting or until his or her successor is duly elected and qualified, as set forth below.
NAME |
FOR |
WITHHELD |
BROKER NON-VOTES |
|||
Eri Chaya |
18,501,234 |
909,235 |
2,164,552 |
|||
Mark Demilio |
18,819,227 |
591,242 |
2,164,552 |
|||
Leonard Schlesinger |
19,200,144 |
210,325 |
2,164,552 |
Proposal 2: RH’s shareholders cast their non-binding advisory votes in favor of the Company’s say-on-pay proposal with respect to named executive officer compensation, as set forth below.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|||
18,913,767 |
440,179 |
56,523 |
2,164,552 |
Proposal 3: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the 2022 fiscal year, as set forth below.
FOR |
AGAINST |
ABSTAIN |
||
21,505,482 |
63,132 |
6,407 |
Proposal 4: RH’s shareholders rejected the shareholder proposal to report on the procurement of down feathers from suppliers, as set forth below.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|||
2,446,120 |
16,853,657 |
110,692 |
2,164,552 |
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 2023 annual meeting of shareholders.
