RH (NYSE: RH) investors approve directors, pay plan and PwC as auditor
Rhea-AI Filing Summary
RH reported the results of its annual shareholder meeting held on June 18, 2026. Shareholders elected three Class II directors—Hilary Krane, Katie Mitic, and Ali Rowghani—with each receiving over 12.2 million votes in favor and approximately 3.0 million broker non-votes.
Shareholders approved, on a non-binding basis, RH’s named executive officer pay with about 12.4 million votes for and 0.57 million against. They also supported holding the advisory “say-on-pay” vote every year, with roughly 12.8 million votes for a one-year frequency. In addition, shareholders ratified PricewaterhouseCoopers LLP as RH’s independent auditor for the fiscal year ending January 30, 2027, with nearly 16.0 million votes in favor.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
non-binding advisory basis regulatory
broker non-votes financial
Say-on-Pay Vote regulatory
independent registered public accounting firm financial
frequency of future advisory votes regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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Item 5.07. | Submission of Matters to a Vote of Security Holders. | |||
At the annual meeting of shareholders (the “Annual Meeting”) of RH held on June 18, 2026, 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 4, 2026.
Proposal 1: RH’s shareholders 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 annual meeting of shareholders in 2029 or until his or her successor is duly elected and qualified.
NAME | FOR | WITHHELD | BROKER NON-VOTES | |||
Hilary Krane | 12,847,999 | 159,668 | 3,010,640 | |||
Katie Mitic | 12,536,423 | 471,244 | 3,010,640 | |||
Ali Rowghani | 12,297,821 | 709,846 | 3,010,640 |
Proposal 2: RH’s shareholders approved, on a non-binding advisory basis, RH’s named executive officer compensation, as set forth below.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
12,428,182 | 567,693 | 11,792 | 3,010,640 |
Proposal 3: RH’s shareholders approved, on a non-binding advisory basis, a one-year frequency of future advisory votes to approve named executive officer compensation, as set forth below.
1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES | |||||||||||||
12,782,373 | 6,068 | 206,745 | 12,481 | 3,010,640 | |||||||||||||
In light of such vote, and consistent with the Board of Directors’ recommendation to the shareholders included in RH’s proxy statement, the Board has decided that it will hold the shareholder advisory vote on named executive officer compensation (the “Say-on-Pay Vote”) every year until the Board decides to hold the next shareholder advisory vote on the frequency of Say-on-Pay Votes, which is required to occur no later than RH’s 2032 annual meeting of shareholders.
Proposal 4: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the fiscal year ending January 30, 2027, as set forth below.
FOR | AGAINST | ABSTAIN | ||
15,981,644 | 30,035 | 6,628 |
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.
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Dated: June 24, 2026 | By: | /s/ Jack Preston |
| Jack Preston | |
| Chief Financial Officer | |
