RH (RH)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
RH · Meeting: June 18, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Krane has served since June 2016 (about 10 years), has relevant legal and operational expertise, meets independence standards, attended at least 75% of meetings, and while RH's 3-year price return of -52.7% is negative, the named peer group benchmark must be checked — applying the negative-TSR tier (≥20pp below peer median to trigger), the filing does not provide peer group median TSR data sufficient to confirm the trigger fires with certainty, and the 5-year mitigant further softens the case given Krane joined before the underperformance period was fully established; no overboarding, attendance, or qualification concerns are present.
Mitic has served since October 2013, brings technology and consumer brand expertise, is independent, serves on the audit committee, attended at least 75% of meetings, and while the stock has declined significantly over her tenure the same peer-group TSR analysis applies — no confirmed trigger threshold breach is established from the filing data alone, and no overboarding, attendance, or qualification issues are present.
Rowghani has served since January 2015, has strong financial and operational credentials from Twitter and Pixar, is independent, serves on the nominating committee, attended at least 75% of meetings, and while long-tenure overlap with the stock's decline exists, the same peer-group TSR analysis applies without confirmed trigger data from the filing; no overboarding, attendance, or qualification concerns are identified.
All three Class II nominees — Krane, Mitic, and Rowghani — are independent directors with relevant qualifications and adequate attendance records. RH's 3-year price return is deeply negative (-52.7%), which is a serious concern, but the voting policy requires peer group median TSR data to confirm whether the underperformance threshold is breached; the proxy does not provide sufficient peer-by-peer TSR data to definitively confirm the trigger, and the 5-year mitigant and negative-TSR tier's relatively low threshold (20pp below peer median) mean that a confirmed AGAINST vote cannot be made on TSR grounds alone without that data. All three nominees receive a FOR determination.
Say on Pay
✓ FORCEO
Gary Friedman
Total Comp
$1,262,000
Prior Support
98%%
CEO Gary Friedman's total compensation for fiscal 2025 was $1,262,000 — consisting almost entirely of a $1,250,000 base salary plus a $12,000 car allowance, with no bonus paid and no new equity grants — which is very modest for a CEO of a $2–3 billion revenue luxury retailer and almost certainly within or below benchmark for this title, sector, and market cap. The prior year say-on-pay vote received 98% support, well above the 70% threshold. While the stock has performed poorly over three and five years, the CEO's pay program is effectively fixed compensation with no above-benchmark incentive awards to scrutinize for pay-for-performance misalignment, meaning the incentive structure is not rewarding executives while shareholders suffer — in fact the opposite is true, as no bonuses or new equity were granted to the CEO at all in fiscal 2025.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,255,686
Non-Audit Fees
$919,468
Non-audit fees (tax fees of $917,468 plus other fees of $2,000, totaling $919,468) represent approximately 21.6% of audit fees ($4,255,686), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for RH's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy; and no material restatements are disclosed.
Actual Vote Results
Meeting held June 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Hilary Krane | 98.8% | 12.8M | 159,668 | ✓ Elected |
| Katie Mitic | 96.4% | 12.5M | 471,244 | ✓ Elected |
| Ali Rowghani | 94.5% | 12.3M | 709,846 | ✓ Elected |
Broker non-votes: 3.0M
Say on Pay
For 12.4M · Against 567,693 · Abstain 11,792
Auditor Ratification
For 16.0M · Against 30,035 · Abstain 6,628
Other Proposals
Proposal 3
Advisory vote on frequency of say-on-pay votes
Overall Assessment
RH's 2026 annual meeting ballot is straightforward with no contested elections or stockholder proposals. The most notable feature is the CEO's unusually low total compensation of $1.26 million — no bonus and no new equity — despite leading a $3+ billion revenue company through a period of significant stock price decline, which makes the say-on-pay vote a clear FOR; the auditor fee structure is clean with non-audit fees well within acceptable limits.