--- schema_version: "secwatch.filing_event.v1" accession: "0001573221-26-000048" form_type: "8-K" ticker: "REAL" cik: "0001573221" company_name: "TheRealReal, Inc." filed_at: "2026-06-12T20:16:04+00:00" generated_at: "2026-06-12T20:34:45.163243+00:00" event_type: "other" sentiment: "negative" materiality_score: 0.35 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # REAL Annual Meeting: Directors Elected, Auditor Ratified, Three Governance Proposals Fail ## Summary - Class I directors Caretha Coleman, Karen Katz, and Mark McCaffrey elected with over 72M shares for each. - KPMG LLP ratified as auditor for FY2026; advisory say-on-pay approved with 74.3M shares for. - Board declassification amendment failed, not achieving required supermajority of outstanding shares. - Proposals to limit officer liability and eliminate supermajority voting requirements also failed. ## SEC filing metadata - accession: 0001573221-26-000048 - form_type: 8-K - ticker: REAL - cik: 0001573221 - company_name: TheRealReal, Inc. - filed_at: 2026-06-12T20:16:04+00:00 - event_type: other - sentiment: negative - materiality_score: 0.35 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/real-20260610.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001573221-26-000048 - JSON: https://secwatch.observer/filing/0001573221-26-000048.json - Plain text: https://secwatch.observer/filing/0001573221-26-000048.txt ## Key facts - Shareholder Votes TheRealReal, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-10 source text: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - Shareholder Votes TheRealReal, Inc. shareholders rejected Approval of a Management Proposal to Amend the Company’s Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Requirements at the 2026-06-10 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-10 source text: The Company’s stockholders did not approve by a supermajority of the Company’s outstanding shares a management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - Shareholder Votes TheRealReal, Inc. shareholders approved Election of Class I Directors at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: The Company’s stockholders elected each of the nominees named below as Class I directors to serve a three-year term ending at the Company’s 2029 annual meeting of stockholders or until his or her successor is elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - Shareholder Votes TheRealReal, Inc. shareholders rejected Approval of a Management Proposal to Amend the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted Pursuant to the Delaware General Corporation Law at the 2026-06-10 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-10 source text: The Company’s stockholders did not approve by a supermajority of the Company’s outstanding shares a management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to the Delaware General Corporation Law. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - Shareholder Votes TheRealReal, Inc. shareholders rejected Approval of a Management Proposal to Amend the Company’s Amended and Restated Certificate of Incorporation to Phase in the Declassification of our Board of Directors at the 2026-06-10 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2026-06-10 source text: The Company’s stockholders did not approve by a supermajority of the Company’s outstanding shares a management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to phase in the declassification of the Company’s Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm - Shareholder Votes TheRealReal, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2026-06-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-10 source text: The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1573221/000157322126000048/0001573221-26-000048-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.