[8-K] Rent the Runway, Inc. Reports Material Event

Rhea-AI Filing Summary

Rent the Runway, Inc. (NASDAQ: RENT) filed an 8-K to disclose the results of its 2025 Annual Meeting of Stockholders held on July 8, 2025. Votes representing approximately 74.68% of total voting power were present, easily satisfying quorum requirements.

Director elections (Item 1): the three Class I nominees—Tim Bixby, Jennifer Fleiss and Daniel Rosensweig—each received at least 96.8% “FOR” support of votes cast, indicating strong shareholder endorsement. Broker non-votes totaled 913,592 and did not affect the outcome. The elected directors will serve until the 2028 Annual Meeting.

Auditor ratification (Item 2): PricewaterhouseCoopers LLP was re-appointed as independent registered public accounting firm for the fiscal year ending January 31, 2026. The proposal gained overwhelming approval with 5,187,562 “FOR” votes (≈99.5% support), only 17,484 “AGAINST,” and 7,517 abstentions.

No other matters were submitted or voted upon. The filing contains no financial performance data, strategic updates, or transaction announcements; it is strictly a governance disclosure. Because both proposals were routine and passed by wide margins, the event is considered neutral from a valuation perspective and has limited immediate market impact.

Insights

Corporate Governance Analyst

TL;DR – Routine annual-meeting items passed with high support; neutral impact.

Director re-elections and auditor ratification are customary agenda items. Support levels above 96% for directors and above 99% for PwC signal no meaningful governance controversy. Participation of nearly 75% of voting power reflects healthy shareholder engagement. Because there are no by-law amendments, compensation votes, or activist challenges, the filing does not alter governance risk or strategic direction. I therefore classify the disclosure as administratively important but not financially material.

Portfolio Manager

TL;DR – No change to investment thesis; continue monitoring operational metrics.

From a capital-markets standpoint, the 8-K offers no insight into revenue trends, margin trajectory, or liquidity—key drivers for RENT’s valuation. Stable auditor support reduces accounting-integrity risk, but this was largely anticipated. With modest float and high short interest, unexpected governance shocks could move the stock; today’s outcome is the opposite—predictable and non-catalytic. I keep my neutral weighting and await next earnings for substantive data.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

Rent the Runway, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40958

80-0376379

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

Rent the Runway, Inc.

10 Jay Street

Brooklyn, New York 11201

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (212) 524-6860

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:

☐ 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(s)

Name of each exchange on which registered

Class A common stock, $0.001 par value per share

RENT

NASDAQ

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.

On July 8, 2025, Rent the Runway, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. A total of 2,099,883 shares of Class A common stock and 155,634 shares of Class B common stock (collectively, the “Common Stock”) were present in person or represented by proxy at the meeting, representing 5,212,563 votes or approximately 74.68% of the combined voting power of the Company’s outstanding Common Stock as of the May 13, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 22, 2025.

Item 1 - Election of three Class I Directors to serve until the Company’s 2028 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

Nominee						Votes FOR						Votes WITHHELD						Broker Non-Votes
Tim Bixby						4,018,319						280,652						913,592
Jennifer Fleiss						4,128,837						170,134						913,592
Daniel Rosensweig						4,162,418						136,553						913,592

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.

Votes FOR						Votes AGAINST						Votes ABSTAINED
5,187,562						17,484						7,517

Based on the foregoing votes, Tim Bixby, Jennifer Fleiss and Daniel Rosensweig were elected as Class I Directors and Item 2 was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RENT THE RUNWAY, INC.

Date: July 11, 2025

By:

/s/ Cara Schembri

Cara Schembri Chief Legal & Administrative Officer; Secretary

FAQ

What proposals were voted on at Rent the Runway’s 2025 Annual Meeting?

Two routine items: election of three Class I directors and ratification of PwC as independent auditor.

How much shareholder support did Rent the Runway directors receive?

Each nominee received between 96.8% and 97.0% of votes cast in favor.

Was PricewaterhouseCoopers LLP re-appointed as RENT’s auditor?

Yes, with 5,187,562 votes FOR (≈99.5% support) for fiscal year ending January 31, 2026.

What was the meeting’s attendance relative to outstanding shares?

Votes representing 74.68% of combined voting power were present in person or by proxy.

Does the 8-K include any financial or strategic updates?

No. The filing is limited to governance matters under Item 5.07; no earnings or transaction data is provided.