Rent the Runway Inc
For the period ended Mar 21, 2024. Filed Feb 9, 2024.
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Mar 21, 2024 · Filed Feb 9, 2024
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DEF 14A 1 ny20017668x2_def14a.htm DEF14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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| | RENT THE RUNWAY, INC. | |
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| | (Name of registrant as specified in its charter) | |
| | | |
| | (Name of person(s) filing proxy statement, if other than the registrant) | |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | | | No fee required. | |
|---|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. | |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
Notice of Special
Meeting of Stockholders
Date: March 21, 2024
Time:8:30 a.m. Eastern Time
Place: www.virtualshareholdermeeting.com/RENT2024SM
Record Date: January 29, 2024
Meeting Agenda:
| • | Approve amendments to Rent the Runway, Inc.’s (the “Company”) Twelfth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock and Class B common stock at a ratio ranging from any whole number between 1-for-5 and 1-for-30, as determined by the Board of Directors in its discretion, subject to the Board of Directors’ authority to abandon such amendments (the “Reverse Stock Split Proposal”); and |
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| • | Approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. |
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Holders of record of our outstanding shares of capital stock, composed of Class A common stock and Class B common stock, at the close of business on January 29, 2024, are entitled to notice of and to vote at the Special Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Special Meeting for a purpose relevant to the meeting by sending an email to investors@renttherunway.com and stating the purpose of the request and providing proof of ownership of Rent the Runway stock. This list of stockholders will also be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.
Your vote is important. Whether or not you plan to attend the Special Meeting, please read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or nominee and you wish to vote during the Special Meeting, you must follow the instructions from such broker, bank, trustee, or nominee.
Cara Schembri
Chief Legal & Administrative Officer
February 9, 2024
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on March 21, 2024: The proxy statement is available at www.proxyvote.com.
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