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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2024
Rent the Runway, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-40958 80-0376379
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (212) 524-6860

N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class 
Trading
Symbol(s)
 Name of each exchange on which registered
Class A common stock, $0.001 par value per share RENT NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 



Item 5.07Submission of Matters to a Vote of Security Holders.
On July 11, 2024, Rent the Runway, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders. A total of 2,056,026 shares of Class A common stock and 155,333 shares of Class B common stock (collectively, the “Common Stock”) were present in person or represented by proxy at the meeting, representing 5,162,686 votes or approximately 77.36% of the combined voting power of the Company’s outstanding Common Stock as of the May 16, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 23, 2024.

Item 1 - Election of four Class III Directors to serve until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

NomineeVotes FORVotes WITHHELDBroker Non-Votes
Jennifer Y. Hyman4,314,895 13,715 834,076 
Beth Kaplan4,186,386 142,224 834,076 
Emil Michael4,301,453 27,157 834,076 
Gwyneth Paltrow4,251,498 77,112 834,076 

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025.

Votes FORVotes AGAINSTVotes ABSTAINED
5,153,495 4,246 4,945 

Based on the foregoing votes, Jennifer Y. Hyman, Beth Kaplan, Emil Michael and Gwyneth Paltrow were elected as Class III Directors and Item 2 was approved.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
RENT THE RUNWAY, INC.
Date: July 16, 2024
By:/s/ Cara Schembri
Cara Schembri
Chief Legal & Administrative Officer; Secretary


v3.24.2
Cover
Jul. 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 11, 2024
Entity Registrant Name Rent the Runway, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40958
Entity Tax Identification Number 80-0376379
Entity Address, Address Line One 10 Jay Street
Entity Address, City or Town Brooklyn
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11201
City Area Code 212
Local Phone Number 524-6860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.001 par value per share
Trading Symbol RENT
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001468327
Amendment Flag false
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