Rent the Runway, Inc. — Form 8-K

On July 14, 2026, Rent the Runway held its annual meeting with 93% shareholder participation (31.1M shares). Stockholders approved: (1) a First Amendment increasing authorized shares under the 2021 Incentive Plan by 3,899,439 shares to 10,171,225 total (28.99M for, 1.2M against); (2) elimination of unused Class B common stock (50M shares) and preferred stock (10M shares) authorizations; (3) elimination of supermajority voting, prohibition on written consent, and director liability for corporate opportunity breaches; (4) implementation of board quorum requirement and 40% stockholder special meeting rights; and (5) board designation rights under an Investor Rights Agreement with Nexus (Gateway Runway LLC) and STORY 3 (S3 RR Aggregator LLC). Director Suchi Sastri was appointed to the board as a Class III independent director and joined the Audit Committee, restoring Nasdaq compliance (3 independent audit committee members). The Thirteenth Amended and Restated Certificate of Incorporation was filed July 15, 2026.