UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1226, 2025

(Exact name of registrant as specified in its charter)

Delaware

001-35720

45-3052669

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

15 Koch Road, Corte Madera, California 94925

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 924-1005

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	RH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207.Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On June~~At ~~12,~~the ~~2025,~~annual RHmeeting ~~released~~of ~~its~~shareholders ~~financial~~(the ~~results~~“Annual ~~for~~Meeting”) ~~the~~of ~~first~~RH ~~quarter~~held ~~ended~~on ~~May~~June 326, 2025 in, aRH’s ~~letter to~~ shareholders ~~that~~voted ison ~~available~~three onproposals ~~the~~and ~~investor~~cast ~~relations~~their ~~section~~votes ofas ~~its~~described ~~website~~below. ~~Copies~~The ofproposals ~~the~~are ~~press~~set ~~release~~forth ~~announcing~~in ~~the~~RH’s ~~release~~definitive ofproxy ~~financial~~statement ~~results~~for ~~and~~ the ~~letter~~Annual toMeeting, ~~shareholders~~filed ~~are~~with ~~attached~~the ~~hereto~~Securities asand ~~Exhibits~~Exchange ~~99.1~~Commission ~~and~~on ~~99.2,~~May ~~respectively~~30, ~~and are incorporated herein by reference~~2025.

~~The~~Proposal ~~information~~1: ~~provided~~RH’s inshareholders ~~this~~elected ~~Item~~three ~~2.02,~~(3) ~~including~~nominees ~~Exhibits 99.1 and 99.2, is intended~~ to ~~be “furnished” and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Board ~~Exchange Act~~ of ~~1934~~Directors, as ~~amended~~Class ~~(the~~I ~~“Exchange Act”)~~directors, oreach ~~otherwise subject~~ to ~~the~~hold ~~liabilities~~office offor ~~that~~a ~~section,~~three-year ~~nor~~term ~~shall~~and ituntil bethe ~~deemed~~annual ~~incorporated~~meeting byof ~~reference~~shareholders ~~into~~in ~~any~~2028 ~~other~~or ~~filing~~until ~~under~~his ~~the~~or ~~Securities~~her ~~Act~~successor ofis ~~1933,~~duly aselected ~~amended~~and ~~(the “Securities Act”)~~qualified, ~~or the Exchange Act, except~~ as ~~expressly~~ set forth ~~by specific reference in such a filing~~below.

RH is also disclosing that it may use the rh.com, restorationhardware.com, and ir.rh.com websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.


NAME	FOR	WITHHELD	BROKER NON-VOTES
Eri Chaya	11,869,051	2,527,973	1,971,025
Mark Demilio	10,302,759	4,094,265	1,971,025
Leonard Schlesinger	13,735,061	661,963	1,971,025

~~Item 9.01. Financial Statements and Exhibits.~~

~~(d)~~Proposal ~~Exhibits~~2: RH’s shareholders approved, on a non-binding advisory basis, RH’s named executive officer compensation, as set forth below.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
14,009,020	353,648	34,356	1,971,025

ExhibitNo.		Description
99.1		Press Release dated June 12, 2025 announcing the release of first quarter 2025 results.

99.2		RH first quarter 2025 financial results and shareholder letter dated June 12, 2025.

104		Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

Proposal 3: RH’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH’s independent registered public accounting firm for the fiscal year ending January 31, 2026, as set forth below.


FOR	AGAINST	ABSTAIN
16,264,934	73,552	29,563

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~


Dated: June 12, 2025	By:	/s/ Jack Preston
		Jack Preston
		Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Dated: July 2, 2025	By:	/s/ Jack Preston
		Jack Preston
		Chief Financial Officer

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