RH (RH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 26, 2025, with voting on three key proposals: election of three directors, advisory vote on executive compensation, and ratification of PwC as auditor for fiscal 2025.

• Fiscal 2024 saw 5% revenue growth to $3.18B, but net income fell 43% to $72M; significant investments were made for global expansion and product transformation.

• Shareholder engagement remains a priority, with ongoing outreach and feedback incorporated into governance and compensation disclosures.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I directors, (2) advisory say-on-pay for executive compensation, and (3) ratification of PwC as independent auditor.

• Board recommends voting FOR all proposals; only shareholders of record as of May 16, 2025, are eligible to vote.

• No other shareholder proposals or matters are scheduled for a vote.

Board of directors and corporate governance

• Board consists of nine directors, with a mix of independent and non-independent members; three directors are up for election.

• Board committees (audit, compensation, nominating/governance) are composed entirely of independent directors.

• Lead Independent Director role is in place to enhance governance; board regularly reviews its composition and effectiveness.

• Stock ownership guidelines require significant equity holdings for directors and executives.

• Annual board and committee self-evaluations are conducted.