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Corporate GovernanceJul 16, 2026, 04:42 PM

Rent the Runway Amends Charter, Boosts Incentive Plan Shares

AI Summary

Rent the Runway's stockholders approved significant amendments to its Certificate of Incorporation, including eliminating supermajority voting provisions and allowing stockholders holding at least 40% of voting power to call special meetings. The company also increased the maximum number of shares authorized for issuance under its 2021 Incentive Award Plan by 3,899,439 to 10,171,225. Additionally, Suchi Sastri was appointed as an independent director to the Board and Audit Committee, which restored the company's compliance with Nasdaq listing rules.

Key Highlights

  • Suchi Sastri appointed as Class III director and to the Audit Committee.
  • Company regained Nasdaq compliance for Audit Committee composition.
  • 2021 Incentive Plan shares increased by 3,899,439.
  • Total authorized shares for 2021 Plan now 10,171,225.
  • Eliminated 50,000,000 authorized Class B common shares.
  • Eliminated 10,000,000 authorized preferred stock shares.
  • Eliminated supermajority voting provisions from Certificate of Incorporation.
  • Stockholders holding 40% voting power can now call special meetings.