Rent the Runway (RENT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 14, 2026, to be held virtually; record date is May 20, 2026.

• Key business highlights: 7.7% revenue growth to $329.8M, net income of $22.6M, and 20.1% increase in active subscribers for FY2025.

• Recapitalization in October 2025 reduced debt, improved borrowing terms, and resulted in new board structure and majority control by the Investor Group.

• Major leadership changes: Jennifer Hyman resigned as CEO in May 2026; Teri Bariquit appointed interim CEO.

Voting matters and shareholder proposals

• Election of two Class II directors (Teri Bariquit and Daniel Rosensweig) for three-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for FY2026.

• Charter amendments: eliminate Class B and preferred stock, remove supermajority voting, implement board quorum, allow 40% shareholders to call special meetings, permit written consent, limit officer liability, provide board designation rights, and revise corporate opportunity provisions.

• Proposal to increase shares authorized under the 2021 Incentive Award Plan by 3,899,439 to 10,171,225.

Board of directors and corporate governance

• Board reconstituted post-recapitalization to six members, with Investor Group designating directors.

• Board leadership: Dhiren Fonseca as Executive Chairman, Teri Bariquit as interim CEO.

• Board diversity and expertise emphasized; two directors currently deemed independent.

• Board committees: Only Audit Committee remains post-recapitalization; Compensation and Nominating/ESG Committees dissolved, duties absorbed by full Board.