RealReal (NASDAQ: REAL) details 2026 shareholder votes on board and charter
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The RealReal, Inc. reported results of its 2026 annual stockholder meeting, where six proposals were considered. Stockholders elected Class I directors Caretha Coleman, Karen Katz, and Mark McCaffrey to three-year terms.
They ratified KPMG LLP as independent auditor for 2026 and approved, on an advisory basis, compensation for named executive officers. Three management proposals to amend the certificate of incorporation — to phase in board declassification, limit liability of certain officers, and eliminate supermajority voting requirements — all received strong support but did not reach the required supermajority of outstanding shares, so none were approved.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for McCaffrey: 77,695,319 shares
Votes for Coleman: 72,989,057 shares
Votes for Katz: 73,924,611 shares
+5 more
8 metrics
Votes for McCaffrey
77,695,319 shares
For election of Class I director Mark McCaffrey
Votes for Coleman
72,989,057 shares
For election of Class I director Caretha Coleman
Votes for Katz
73,924,611 shares
For election of Class I director Karen Katz
Auditor ratification For votes
99,751,033 shares
Ratification of KPMG LLP as 2026 independent auditor
Say-on-pay For votes
74,312,809 shares
Advisory vote approving named executive officer compensation
Declassification amendment For
78,388,870 shares
Charter amendment to phase in board declassification (not approved)
Officer liability amendment For
71,747,515 shares
Charter amendment to limit liability of certain officers (not approved)
Supermajority removal For
78,335,797 shares
Charter amendment to eliminate supermajority voting (not approved)
Key Terms
broker non-votes, independent registered public accounting firm, named executive officers, declassification of our Board of Directors, +2 more
6 terms
broker non-votes financial
"Director Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
declassification of our Board of Directors financial
"to phase in the declassification of our Board of Directors"
Delaware General Corporation Law regulatory
"limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law"
A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.
supermajority voting requirements financial
"to eliminate the supermajority voting requirements"
FAQ
Were The RealReal (REAL) director nominees elected at the 2026 meeting?
Yes. Class I director nominees Caretha Coleman, Karen Katz, and Mark McCaffrey were elected. Each received substantially more votes "For" than "Withheld," with McCaffrey receiving 77,695,319 votes for and 1,178,178 withheld, plus 21,458,586 broker non-votes recorded.
Did The RealReal (REAL) ratify its independent auditor for 2026?
Yes. Shareholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 99,751,033 shares for, 179,663 against, and 401,387 abstaining, indicating broad stockholder support for the auditor appointment.
What happened to The RealReal (REAL) proposal to declassify its board?
The management proposal to amend the certificate of incorporation to phase in board declassification did not pass. It received 78,388,870 votes for, 92,644 against, and 391,983 abstaining, plus 21,458,586 broker non-votes, but failed to achieve the required supermajority of outstanding shares.
Did The RealReal (REAL) eliminate supermajority voting requirements?
No. Shareholders considered a proposal to remove supermajority voting requirements from the certificate of incorporation. Although 78,335,797 votes were cast for, 146,433 against, and 391,267 abstained, with 21,458,586 broker non-votes, the proposal fell short of the supermajority approval threshold.