Rent the Runway, Inc. 8K

Rent the Runway, Inc. appointed a new independent director to its Board and Audit Committee, increased shares available under its equity incentive plan, and adopted significant amendments to its Certificate of Incorporation and other governance matters following approvals at its July 14, 2026 Annual Meeting of Stockholders.

Rent the Runway, Inc. reported that on July 14, 2026, its board appointed Suchi Sastri as a Class III independent director and member of the Audit Committee, restoring the Company’s compliance with Nasdaq’s requirement that the Audit Committee consist of three independent directors, while Ms. Sastri waived all director compensation. At the July 14, 2026 Annual Meeting of Stockholders, shareholders approved the First Amendment to the Second Amended and Restated 2021 Incentive Award Plan, increasing the Class A common shares available for issuance under the plan by 3,899,439 to a total of 10,171,225 shares. Stockholders also approved extensive amendments to the Company’s Certificate of Incorporation—subsequently filed as the Thirteenth Amended and Restated Certificate of Incorporation on July 15, 2026—to eliminate unused authorized Class B common and preferred stock, remove supermajority voting provisions, implement a board quorum requirement, permit 40% shareholders to call special meetings, allow shareholder action by written consent, limit officer liability as permitted by law, adjust board designation rights and related conforming changes under the Investor Rights Agreement, and revise corporate opportunity provisions (including narrowing the definition of “Exempt Person” and removing a prior director exculpation related to corporate opportunities). Shareholders also elected two Class II directors, ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 31, 2027, and approved each of the governance and equity plan proposals described in the Company’s proxy statement.

Filing Facts

CIK

1468327

Ticker

-

Form

8K

Source Type

sec

Accession

0001468327-26-000044

Alert Tier

5