Rent the Runway Files Definitive Proxy Statement

TL;DR

RTR filed its proxy statement for the July 11th meeting. Get ready to vote.

AI Summary

Rent the Runway, Inc. filed its definitive proxy statement on May 23, 2024, for its annual meeting on July 11, 2024. The filing, identified by accession number 0001140361-24-027298, details information for shareholders regarding the upcoming meeting and company matters. The company is incorporated in Delaware and headquartered in Brooklyn, NY.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions at the upcoming annual meeting, impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new material financial or operational information that would inherently increase risk.

Key Players & Entities

• Rent the Runway, Inc. (company) — Registrant
• 0001140361-24-027298 (filing_id) — Accession Number
• 20240523 (date) — Filing Date
• 20240711 (date) — Meeting Date

FAQ

Key Financial Figures

• $298.2 — 23, respectively: • Revenue was $298.2 million and $296.4 million, r
• $296.4 — 22; Revenue was $298.2 million and $296.4 million, respectively, representin
• $119.7 — -over-year; • Gross Profit was $119.7 million and $120.0 million, r
• $120.0 — ross Profit was $119.7 million and $120.0 million, respectively, representin
• $3.1 — and (46.8)%, respectively, and included $3.1 million and $7.7 million of r
• $7.7 — ely, and included $3.1 million and $7.7 million of restructuring and relat
• $26.9 — ctively; • Adjusted EBITDA was $26.9 million and $6.7 million, res
• $6.7 — usted EBITDA was $26.9 million and $6.7 million, respectively, representin
• $84.0 — • Cash and Cash Equivalents was $84.0 million and $154.5 million, r
• $154.5 — Equivalents was $84.0 million and $154.5 million, respectively. 2 TABLE

Filing Documents

• ny20027500x1_def14a.htm (DEF 14A) — 779KB
• logo_renttherunway.jpg (GRAPHIC) — 35KB
• ny20027500x1_cov.jpg (GRAPHIC) — 1962KB
• ny20027500x1_pc01.jpg (GRAPHIC) — 576KB
• ny20027500x1_pc02.jpg (GRAPHIC) — 487KB
• sig_caraschembri.jpg (GRAPHIC) — 17KB
• sig_jrhyman.jpg (GRAPHIC) — 17KB
• 0001140361-24-027298.txt ( ) — 5041KB

From the Filing

DEF 14A 1 ny20027500x1_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant  ☒       Filed by a Party other than the Registrant     ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement   ☐ Definitive Additional Materials   ☐ Soliciting Material under § 240.14a-12 ​ RENT THE RUNWAY, INC. ​ ​ (Name of registrant as specified in its charter) ​ ​   ​ ​ (Name of person(s) filing proxy statement, if other than the registrant) ​ Payment of Filing Fee (Check all boxes that apply): ☒ ​ ​ No fee required. ​   ☐ ​ ​ Fee paid previously with preliminary materials. ​   ☐ ​ ​ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ​ TABLE OF CONTENTS   TABLE OF CONTENTS   10 Jay Street Brooklyn, NY 11201 May 23, 2024 To our stockholders: I am pleased to invite you to attend Rent the Runway, Inc.’s 2024 Annual Meeting of Stockholders to be held on Thursday, July 11, 2024 at 8:30 a.m., Eastern Time. Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement. Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote. Voting instructions can be found on page 4 of the proxy statement. On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway. Sincerely,   Jennifer Hyman Co-Founder, Chair, CEO & President Rent the Runway, Inc. TABLE OF CONTENTS Notice of 2024 Annual Meeting of Stockholders Date: July 11, 2024 Time: 8:30 a.m. Eastern Time Place: www.virtualshareholdermeeting.com/RENT2024 Record Date: May 16, 2024 Meeting Agenda: • Elect Jennifer Y. Hyman, Beth Kaplan, Emil Michael and Gwyneth Paltrow as Class III Directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; • Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025; and • Transact any other business that may properly come before the Annual Meeting. Holders of record of our outstanding shares of capital stock, composed of Class A common stock and Class B common stock, at the close of business on May 16, 2024, are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Annual Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com and stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16 digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, trustee, or nominee.   Cara Schembri Chief Legal & Administrative Officer May 23, 2024 Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to b