RH Appoints New Directors, Announces Officer Compensation

TL;DR

RH board shakeup: Smith out, Alber & Friedman in. Officer pay details also released.

AI Summary

RH announced on April 22, 2025, the departure of director Steven A. Smith and the appointment of two new directors, Laura J. Alber and Gary L. Friedman, effective April 22, 2025. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation provide insight into executive incentives.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board changes and compensation disclosures, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• RH (company) — Registrant
• Steven A. Smith (person) — Departing Director
• Laura J. Alber (person) — Newly Appointed Director
• Gary L. Friedman (person) — Newly Appointed Director
• April 22, 2025 (date) — Effective date of changes

FAQ

From the Filing

0001558370-25-005681.txt : 20250428 0001558370-25-005681.hdr.sgml : 20250428 20250428161523 ACCESSION NUMBER: 0001558370-25-005681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20250422 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250428 DATE AS OF CHANGE: 20250428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RH CENTRAL INDEX KEY: 0001528849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] ORGANIZATION NAME: 07 Trade & Services EIN: 453052669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35720 FILM NUMBER: 25880549 BUSINESS ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE K CITY: CORTE MADERA STATE: CA ZIP: 94925 BUSINESS PHONE: 415-924-1005 MAIL ADDRESS: STREET 1: 15 KOCH ROAD STREET 2: SUITE K CITY: CORTE MADERA STATE: CA ZIP: 94925 FORMER COMPANY: FORMER CONFORMED NAME: Restoration Hardware Holdings Inc DATE OF NAME CHANGE: 20110830 8-K 1 rh-20250422x8k.htm 8-K RH_April 22, 2025 RH 0001528849 false 0001528849 2025-04-22 2025-04-22 ​ 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): April 22, 2025 ​ (Exact name of registrant as specified in its charter) ​ ​ Delaware   001-35720   45-3052669 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) ​ 15 Koch Road , Corte Madera , California 94925 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 415 )  924-1005 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 (see General Instruction A.2. below): ☐ 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 ​ Name of each exchange on which registered Common Stock, $0.0001 par value ​ RH ​ New York Stock Exchange ​ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Edward Lee, Chief Legal & Compliance Officer of RH (the “Company”), has communicated to the Company his intention to resign his position on June 20, 2025 (the “Effective Date”). Mr. Lee has indicated that his decision to resign is to allow him to assume a position as Chief Legal Officer at another company promptly following the Effective