RH Files 2024 DEF 14A Proxy Statement

Ticker: RH · Form: DEF 14A · Filed: May 17, 2024 · CIK: 1528849

Rh DEF 14A Filing Summary
FieldDetail
CompanyRh (RH)
Form TypeDEF 14A
Filed DateMay 17, 2024
Risk Levellow
Pages16
Reading Time20 min
Key Dollar Amounts$28,000, $350 million, $3 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, annual-meeting

Related Tickers: RH

TL;DR

RH's proxy statement is out, detailing exec pay and shareholder votes for the annual meeting.

AI Summary

RH filed its DEF 14A on May 17, 2024, for the fiscal year ending February 3, 2024. The filing details executive compensation and annual meeting matters for the company, which operates as a furniture retailer. Key information includes the company's fiscal year end and its business address at 15 Koch Road, Corte Madera, CA.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and proposals to be voted on at the annual meeting, impacting corporate governance and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Numbers

  • 2024-02-03 — Fiscal Year End (The end date of the reporting fiscal year for RH.)
  • 2024-05-17 — Filing Date (The date RH submitted this DEF 14A filing to the SEC.)

Key Players & Entities

  • RH (company) — Filer of the DEF 14A
  • 0001528849 (company) — Central Index Key for RH
  • 15 KOCH ROAD, SUITE K, CORTE MADERA, CA 94925 (company) — Business and mailing address for RH
  • 20240627 (date) — Conformed period of report
  • 20240517 (date) — Filing date

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes for matters such as the election of directors, executive compensation, and other corporate actions at the company's annual meeting.

When is RH's fiscal year end?

RH's fiscal year ends on February 3rd, as indicated by the filing's reference to '2024-02-03' as the fiscal year end.

What is RH's business address?

RH's business address is 15 Koch Road, Suite K, Corte Madera, CA 94925.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on May 17, 2024.

What industry does RH operate in?

RH operates in the RETAIL-FURNITURE STORES industry, with SIC code 5712.

Filing Stats: 4,897 words · 20 min read · ~16 pages · Grade level 13.3 · Accepted 2024-05-17 16:05:45

Key Financial Figures

  • $28,000 — n of proxies for a fee of approximately $28,000 plus reasonable out-of-pocket expenses.
  • $350 million — ss was known as Restoration Hardware, a $350 million mall-based retail business on the verge
  • $3 billion — world today with revenues in excess of $3 billion. While many in the retail industry have

Filing Documents

SECURITY OWNERSHIP OF

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP 8 COMPANY LEADERSHIP DIRECTORS & OFFICERS 12 CORPORATE GOVERNANCE 22 ENVIRONMENTAL, SOCIAL & GOVERNANCE 46 EXECUTIVE COMPENSATION 66 PROPOSAL 1 ELECTION OF DIRECTORS 106 PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION 111 PROPOSAL 3 RATIFICATION OF PUBLIC ACCOUNTING FIRM 113 ACCOUNTING FEES & ADDITIONAL INFORMATION 114 ANNEX A RECONCILIATION TABLES 120 FORWARD-LOOKING 130 Table of Contents NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS June 27, 2024 10:30 a.m. Pacific Time RH, 15 Koch Road, Corte Madera, CA 94925 Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be Held on June 27, 2024 (the "Annual Meeting"): The Company's 2024 Notice and Proxy Statement, its fiscal 2023 Annual Report on Form 10-K and its proxy card are available for review online at www.proxyvote.com RH SHAREHOLDER, We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement: 1. To elect the three nominees named in the proxy statement to our Board of Directors; 2. To vote, on an advisory basis, on our named executive officer compensation; 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025; and 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Only shareholders of record as of the close of business on May 3, 2024 are entitled to notice and to vote at the Annual Meeting or any postponement or adjournment thereof. A list of shareholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual Meeting. If you would like to view this shareholder list, please contact the Corporate Secretary at (415) 945-4998. We intend to hold our Annual Meeting in perso

SECURITY OWNERSHIP OF TOP

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP The following table sets forth information as of the close of business on May 3, 2024, regarding the beneficial ownership of our common stock by: each person or group who is known by us to beneficially own more than 5% of our outstanding shares of our common stock; each of our named executive officers; each of our current directors; and all of our current executive officers and directors as a group. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. Percentage of beneficial ownership is based on 18,342,797 shares of common stock outstanding as of May 3, 2024. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the shareholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o RH, 15 Koch Road, Corte Madera, CA 94925. NAME (1) NUMBER PERCENT Gary Friedman (2) 5,005,063 25.0% FMR LLC (3) 245 Summer Street, Boston, MA 02210 2,201,543 12.0% Vanguard Group Inc. (4) 100 Vanguard Blvd., Malvern, PA 19355 1,403,447 7.7% BlackRock Inc. (5) 55 East 52nd Street, New York, NY 10055 1,303,092 7.1% Carlos Alberini (6) 21,916 * Keith Belling (6) 5,423 * Eri Chaya (7) 329,643 1.8% Mark Demilio (8) 79,839 * Stefan Duban (9) 30,613 * Hilary Krane (6) 6,538 * Edward Lee (10) 3,100 * Katie Mitic (6) 10,839 * Jack Preston (11) 54,251 * Ali Rowghani (12) 9,525 * Leonard Schlesinger (6) 14,074 * All current executive officers and directors as a group (12 persons) (13) 5,570,824 28.1% * Represents beneficial ownership of less than 1% of our outstanding common stock. (1) Under the rules of the SEC, o

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP 2024 PROXY STATEMENT | 9 Table of Contents (3) Based on the Form 13F-HR filed by FMR LLC with the SEC on May 13, 2024, in which it reported that it has the sole voting power over 2,033,576 shares of common stock. (4) Based on the Form 13F-HR filed by Vanguard Group Inc. with the SEC on May 10, 2024, in which it reported having shared voting power over 5,651 shares of common stock . (5) Based on the Form 13F-HR filed by BlackRock Inc. with the SEC on May 10, 2024, in which it reported that it has the sole voting power over 1,299,024 shares of common stock. (6) Includes 423 restricted stock awards that vest on June 29, 2024. (7) Includes 23,643 shares of common stock held by the Chaya-Smith Revocable Trust and 306,000 shares of common stock issuable upon the exercise of options that are exercisable within 60 days of May 3, 2024. (8) I ncludes 31,416 shares of common stock held by various family trusts established by Mr. Demilio, 44,000 shares of common stock issuable upon the exercise of options that are exercisable within 60 days of May 3 , 2024, 4,000 restricted stock awards vesting in eight quarterly increments through April 11, 2026, and 423 restricted stock awards that vest on June 29, 2024. (9) Includes 30,535 shares of common stock issuable upon the exercise of options that are exercisable within 60 days of May 3, 2024. (10) Includes 3,100 shares of common stock issuable upon the exercise of options that are exercisable within 60 days of May 3, 2024. (11) Includes 54,250 shares of common stock issuable upon the exercise of options that are exercisable within 60 days of May 3, 2024. (12) Includes 6,953 shares of common stock held by the Rowghani Keshavarz Living Trust and 423 restricted stock awards that vest on June 29, 2024. (13) Includes 2,137,885 shares of common stock our executive officers and directors have a right to acquire upon the exercise of options that are exercisable within 60 day

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP Table of Contents INTENTIONALLY LEFT BLANK

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP

SECURITY OWNERSHIP OF TOP SHAREHOLDERS & LEADERSHIP 2024 PROXY STATEMENT | 11 Table of Contents Table of Contents DIRECTORS GARY FRIEDMAN Chairman and Chief Executive Officer Age: 66 Director since 2013 Board Committees: None Class III Director: Continuing in office until the Annual Meeting Gary Friedman has served as our Chairman and Chief Executive Officer of the Company, and Founder of the RH brand as we know it today, since January 2014. Mr. Friedman joined RH in April of 2001 when the business was known as Restoration Hardware, a $350 million mall-based retail business on the verge of bankruptcy, selling mostly nostalgic discovery items and some Mission-style furniture. He has spent the past 23 years transforming every aspect of the business and building RH into the leading luxury interior design brand in the world today with revenues in excess of $3 billion. While many in the retail industry have been shrinking or closing stores, Mr. Friedman and his team have developed some of the largest and most inspiring retail experiences in the world, many in historically significant buildings with integrated interior design studios, restaurants, and wine, and barista bars. Some examples being RH San Francisco, The Gallery in the Historic Bethlehem Steel Building, RH Chicago, The Gallery in the Historic Three Arts Club, and RH England, a 17th Century, 73 acre estate with three restaurants and one of the most meticulously curated Architecture and Design Libraries, including the first modern printing in 1492 of De Archtectura, The Ten Books on Architecture by Vitruvius. Mr. Friedman is continuing to elevate and evolve the RH brand with the introduction of RH Guesthouses, a new hospitality concept for travelers seeking privacy and luxury, the first of

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