The RealReal (REAL) Proxy filing summary

Voting matters and shareholder proposals

• Election of three Class I directors: Caretha Coleman, Karen Katz, and Mark McCaffrey, with board recommendation to vote for all nominees.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory approval of named executive officer compensation (say-on-pay), with board recommendation to vote for.

• Proposal to amend the Certificate of Incorporation to phase in declassification of the board.

• Proposal to amend the Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law.

• Proposal to amend the Certificate of Incorporation to eliminate certain supermajority voting requirements.

Board of directors and corporate governance

• Board recommends phasing in declassification, moving toward annual elections for directors.

• Proposals include limiting officer liability and removing supermajority voting requirements to modernize governance.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included, with board recommending approval.