Rent the Runway, Inc.
For the period ended Jul 14, 2026. Filed Jun 1, 2026.
View on SEC.govAbout this filing
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
Contents
Proxy Overview
This overview does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “RTR,” “Rent the Runway” and the “Company” refer to Rent the Runway, Inc. and its subsidiary and (ii) “stockholders” refers to holders of our Class A common stock.
This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended January 31, 2026 (the “2025 Annual Report”) will be released on or about June 1, 2026 to our stockholders on the Record Date. On the same date, we will initiate mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.
Meeting Date: July 14, 2026
Record Date: May 20, 2026
Meeting Time:8:30 a.m. Eastern Time
Virtual Meeting Only: www.virtualshareholdermeeting.com/RENT2026
Agenda:
| Proposal · Board Recommendation · Reference Page | |||
|---|---|---|---|
| Proposal 1 | The election of Teri Bariquit and Daniel Rosensweig as Class II directors | For all nominees | 20 |
| Proposal 2 | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027 | For | 24 |
| Proposal 3 | The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the 50,000,000 authorized shares of Class B common stock, none of which are currently outstanding (the “Class B Stock Elimination Proposal”) | For | 27 |
| Proposal 4 | The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the 10,000,000 authorized shares of preferred stock, none of which are currently outstanding (the “Preferred Stock Elimination Proposal”) | For | 28 |
| Proposal 5 | The approval of the amendment and restatement of our Certificate of Incorporation to eliminate supermajority voting provisions (the “Supermajority Voting Elimination Proposal”) | For | 29 |
| Proposal 6 | The approval of the amendment and restatement of our Certificate of Incorporation to implement quorum requirement for meetings of the Board of Directors (the “Board Quorum Proposal”) | For | 30 |
| Proposal · Board Recommendation · Reference Page | |||
|---|---|---|---|
| Proposal 7 | The approval of the amendment and restatement of our Certificate of Incorporation 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 (the “Special Meeting Proposal”) | For | 31 |
| Proposal 8 | The approval of the amendment and restatement of our Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent (the “Written Consent Proposal”) | For | 32 |
| Proposal 9 | The approval of the amendment and restatement of our Certificate of Incorporation to limit liability of officers as permitted by law (the “Officer Exculpation Proposal”) | For | 33 |
| Proposal 10 | The approval of the amendment and restatement of our Certificate of Incorporation for certain board designation rights and to make certain other conforming changes consistent with the Investor Rights Agreement (the “Board Designation Rights Proposal”) | For | 34 |
| Proposal 11 | The approval of the amendment and restatement of our Certificate of Incorporation 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 (the “Corporate Opportunity Proposal”) | For | 35 |
| Proposal 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”) | For | 36 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.