RH (RH) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, with four key proposals: election of three directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of PwC as auditor for fiscal 2026.

• Fiscal 2025 saw GAAP net revenues rise 8.1% to $3.44B, net income up 72.3% to $125M, and free cash flow of $252M compared to negative $214M in fiscal 2024.

• Shareholder engagement and feedback have led to enhanced disclosures on compensation, governance, and ESG practices.

Voting matters and shareholder proposals

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay, and FOR auditor ratification.

• Only shareholders of record as of April 21, 2026, may vote; each share equals one vote.

• Plurality voting for directors; majority of votes cast required for other proposals.

Board of directors and corporate governance

• Board consists of nine directors, with a mix of independent and non-independent members; three standing committees: audit, compensation, and nominating/governance, all composed of independent directors.

• Lead Independent Director role established to enhance governance and communication.

• Annual board and committee self-evaluations; regular review of board composition and skills.

• Stock ownership guidelines require significant equity holdings for directors and executives.