Rent the Runway, Inc.
For the period ended Jul 14, 2026. Filed Jun 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 14, 2026 · Filed Jun 1, 2026
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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 |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
|---|
RENT THE RUNWAY, INC.
(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. |
10 Jay Street
Brooklyn, NY 11201
June 1, 2026
To our stockholders:
I am pleased to invite you to attend Rent the Runway, Inc.’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, July 14, 2026 at 8:30 a.m., Eastern Time. Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.
Your vote is very important. Whether you plan to participate in the Annual Meeting or not, please be sure to vote. Voting instructions can be found on page 5 of the proxy statement.
On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Rent the Runway.
Sincerely,
Dhiren Fonseca
Executive Chairman
Rent the Runway, Inc.
Notice of 2026 Annual
Meeting of Stockholders
Date: July 14, 2026
Time:8:30 a.m. Eastern Time
Place: www.virtualshareholdermeeting.com/RENT2026
Record Date: May 20, 2026
Meeting Agenda:
| 1) | Elect Teri Bariquit and Daniel Rosensweig as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified; |
| 2) | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027; |
| 3) | Approve the amendment and restatement of our Twelfth Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to eliminate the 50,000,000 authorized shares of Class B common stock, none of which are currently outstanding, in the form attached hereto as Annex B-1 (the “Class B Stock Elimination Proposal”); |
| 4) | Approve the amendment and restatement of the Charter to eliminate the 10,000,000 authorized shares of preferred stock, none of which are currently outstanding, in the form attached hereto as Annex B-2 (the “Preferred Stock Elimination Proposal”); |
| 5) | Approve the amendment and restatement of the Charter to eliminate supermajority voting provisions in the form attached hereto as Annex B-3 (the “Supermajority Voting Elimination Proposal”); |
| 6) | Approve the amendment and restatement of the Charter to implement quorum requirement for meetings of the Board of Directors in the form attached hereto as Annex B-4 (the “Board Quorum Proposal”); |
| 7) | Approve the amendment and restatement of the Charter to permit stockholders holding at least 40% of the voting power of all of the then-outstanding Common Stock to call special meetings of stockholders of the Company in the form attached hereto as Annex B-5 (the “Special Meeting Proposal”); |
| 8) | Approve the amendment and restatement of the Charter to eliminate the prohibition against stockholders acting by written consent in the form attached hereto as Annex B-6 (the “Written Consent Proposal”); |
| 9) | Approve the amendment and restatement of the Charter to limit liability of officers as permitted by law in the form attached hereto as Annex B-7 (the “Officer Exculpation Proposal”); |
| 10) | Approve the amendment and restatement of the Charter to provide for certain board designation rights and make certain other conforming changes consistent with the Investor Rights Agreement (as defined herein) in the form attached hereto as Annex B-8 (the “Board Designation Rights Proposal”); |
| 11) | Approve the amendment and restatement of the Charter to revise certain corporate opportunity provisions, including limiting the definition of “Exempt Person” to designated directors of STORY3 and |
Nexus rather than all directors, and eliminating the provision that no director shall be liable to the Company, its subsidiaries, or its stockholders for breach of any duty relating to compliance with such corporate opportunity provisions in the form attached hereto as Annex B-9 (the “Corporate Opportunity Proposal” and, along with the Class B Stock Elimination Proposal, the Preferred Stock Elimination Proposal, the Supermajority Voting Elimination Proposal, the Board Quorum Proposal, the Special Meeting Proposal, the Written Consent Proposal, the Officer Exculpation Proposal and the Board Designation Rights Proposal, the “Charter Amendment Proposals”);
| 12) | Approve the First Amendment (the “First Amendment”) to the Second Amended and Restated 2021 Incentive Award Plan (the “2021 Plan” and as amended by the First Amendment, the “Amended Plan”) to increase the maximum number of shares of Class A common stock authorized for issuance under the 2021 Plan by 3,899,439 to 10,171,225 (the “Plan Amendment Proposal”); and |
| 13) | Transact any other business that may properly come before the Annual Meeting. |
Holders of record of our outstanding shares of Class A common stock at the close of business on May 20, 2026, are entitled to notice of and to vote at the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the 10 days prior to the Annual 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 Annual Meeting may be continued, adjourned or postponed from time to time without notice other than by announcement at the Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and to submit your proxy or voting instructions as soon as possible. Even if you have voted by proxy, you may still vote during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, trustee, or other nominee and you wish to vote during the Annual Meeting, you must follow the instructions from such broker, bank, trustee, or other nominee.
Cara Schembri
Chief Legal & Administrative Officer
June 1, 2026
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on July 14, 2026: The proxy statement and the annual report to stockholders are available at www.proxyvote.com.
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