Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2022
Rent the Runway, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-40958 80-0376379
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification Number)
Rent the Runway, Inc.
10 Jay Street
Brooklyn, New York 11201
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (212) 524-6860

(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:
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 
 Name of each exchange on which registered
Class A common stock, $0.001 par value per share RENT The Nasdaq Global Select Market
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 5.07Submission of Matters to a Vote of Security Holders.

On July 13, 2022, Rent the Runway, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 24, 2022.

Item 1 - Election of three Class I Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

NomineeVotes FORVotes WITHHELDBroker Non-Votes
Tim Bixby90,638,093 1,729,656 6,221,301 
Jennifer Fleiss88,938,061 3,429,688 6,221,301 
Carley Roney90,478,224 1,889,525 6,221,301 

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023.

98,452,849 123,684 12,517 

Based on the foregoing votes, Tim Bixby, Jennifer Fleiss and Carley Roney were elected as Class I Directors and Item 2 was approved.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 18, 2022
By:/s/ Cara Schembri
Cara Schembri
General Counsel and Corporate Secretary