Rent the Runway (RENT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 8, 2025, to be held virtually; record date is May 13, 2025.

• Key agenda items: election of three Class I directors and ratification of PwC as independent auditor.

• 2024 saw revenue growth of 2.7% to $306.2M, improved net loss margin, and positive operating cash flow.

• 1-for-20 reverse stock split was effected in April 2024.

Voting matters and shareholder proposals

• Shareholders will vote on electing Tim Bixby, Jennifer Fleiss, and Daniel Rosensweig as Class I directors for terms expiring in 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2026.

• Shareholders can submit proposals for the 2026 meeting by January 22, 2026.

Board of directors and corporate governance

• Board consists of 8 directors divided into three classes with staggered terms.

• 50% of board members identify as women; diversity and independence are emphasized.

• Jennifer Hyman serves as Chair and CEO; Scott Friend is lead independent director.

• All committees are composed of independent directors; regular self-evaluations and code of conduct reviews are conducted.

• Stockholders Agreement gives significant director nomination rights to major shareholders and founders.