10/22/2025 | Press release | Distributed by Public on 10/22/2025 14:29
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, Rent the Runway, Inc. (the "Company") held a Special Meeting of Stockholders on October 21, 2025 (the "Special Meeting"). At the Special Meeting, the stockholders of the Company approved the Second Amended and Restated 2021 Incentive Award Plan (the "2021 Plan") (i) to increase the number of shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), reserved for issuance thereunder by the number of shares equal to 18.3% of the shares of Class A Common Stock outstanding immediately following the closing of the transactions contemplated by the Exchange Agreement, dated August 20, 2025, by and between the Company and CHS US Investments LLC (the transaction closing date, the "Closing Date") and (ii) to extend the expiration date of the 2021 Plan to the tenth anniversary of the Closing Date. The Board of Directors (the "Board") of the Company previously approved the adoption of the 2021 Plan (as recommended by the compensation committee of the Board), subject to approval by the Company's stockholders at the Special Meeting.
The principal features of the 2021 Plan are described in detail under "Proposal No. 3 - The Plan Amendment Proposal" of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on September 29, 2025 (the "Proxy Statement"), which descriptions are incorporated herein by reference.
The foregoing summary of the 2021 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the 2021 Plan, a copy of which is included in the Proxy Statement as Exhibit F.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, a total of 1,594,589 shares of Class A Common Stock and 155,699 shares of Class B common stock, par value $0.001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), representing 3,113,980 votes, were present in person or represented by proxy at the meeting, representing approximately 66.52% of the combined voting power of the Company's outstanding Common Stock as of the September 23, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Proxy Statement.