8-K

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): June 30, 2022

(Exact name of registrant as specified in its charter)

Delaware	001-35720	45-3052669
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

15 Koch Road, Corte Madera, California 94925

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 924-1005

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
Common Stock, $0.0001 par value	RH	New York Stock Exchange

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.

SIGNATURES

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 1, 2022	By:	/s/ Jack Preston
		Jack Preston
		Chief Financial Officer

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Document and Entity Information	Jun. 30, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 30, 2022
Entity File Number	001-35720
Entity Registrant Name	RH
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-3052669
Entity Address, Address Line One	15 Koch Road
Entity Address, State or Province	CA
Entity Address, City or Town	Corte Madera
Entity Address, Postal Zip Code	94925
City Area Code	415
Local Phone Number	924-1005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	RH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001528849
Amendment Flag	false