SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
Proposal 2: RH’s stockholders cast their advisory, non-binding votes on executive compensation, as set forth below.
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.
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.
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.
Dated: July 28, 2020
/s/ Jack Preston
Chief Financial Officer