RH adopts amended bylaws with enhanced advance notice and exclusive federal forum provisions

Enhanced procedural and disclosure requirements for shareholder director nominations and other business at meetings.
Requires universal proxy rule compliance; proposing stockholder must use non-white proxy card.
Establishes exclusive federal district court jurisdiction for Securities Act claims.
Updates conform with Delaware law changes; eliminates stockholder list inspection requirement.
Includes technical and administrative changes; effective March 13, 2024.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RH: Amended and restated bylaws effective immediately, including enhanced advance notice provisions, universal proxy rules, exclusive forum for Securities Act claims, and other technical changes (effective 2024-03-13).

Change: bylaw amendment
Effective: 2024-03-13

Exact text from the filing

On March 13, 2024, the Board of Directors (the “Board”) of RH (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amended and restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”) effective immediately.

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Source: SEC EDGAR

accession 0001558370-24-003511

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