Rent the Runway (RENT) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 14, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by July 13, 2026.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the 2029 annual meeting.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.

• Multiple amendments to the Certificate of Incorporation, including eliminating Class B and preferred stock, removing supermajority voting, and implementing a board quorum requirement.

• Proposals to allow stockholders with at least 40% voting power to call special meetings and to permit action by written consent.

• Amendment to increase authorized shares under the 2021 Incentive Award Plan to 10,171,225 shares.

Board of directors and corporate governance

• Board recommends all proposals for approval, including governance changes such as board designation rights and corporate opportunity provisions.