Rent the Runway (RENT) Proxy Filing summary

Executive summary

• Special Meeting called to approve a comprehensive recapitalization, including debt-for-equity exchange, rights offering, and governance changes.

• Recapitalization aims to reduce debt, improve interest rates, and extend debt maturity, with the Investor Group to own 86% of common stock post-transaction.

• Board and Finance Committee, advised by LionTree and BTIG, unanimously recommend approval of all proposals.

• Failure to approve proposals likely results in default, potential bankruptcy, and loss of operations.

Voting matters and shareholder proposals

• Five proposals: (1) Term Loan Conversion, (2) Rights Offering Backstop, (3) Plan Amendment, (4) Charter Amendment, (5) Adjournment.

• Proposals 1–3 are required for recapitalization; failure to approve any will terminate the transaction.

• Board recommends voting FOR all proposals.

• Voting structure: Class A shares = 1 vote, Class B shares = 20 votes; all stock votes as a single class except Charter Amendment.

Board of directors and corporate governance

• Post-transaction board to have seven members: CEO, one each from STORY3 and Nexus, one incumbent, and three independents selected by the Investor Majority.

• Investor Rights Agreement grants board designation and observer rights to major investors and CEO.

• Charter Amendment eliminates Class B and preferred stock, supermajority voting, and revises director appointment and quorum rules.