Rent the Runway shareholders approve equity plan amendments and new share issuances

Published 22/10/2025, 21:34
Rent the Runway shareholders approve equity plan amendments and new share issuances

Rent the Runway, Inc. (NASDAQ:RENT), currently trading at $4.47 with a market capitalization of approximately $19 million, reported Wednesday that shareholders approved multiple proposals at a special meeting held Monday, according to a press release statement and a filing with the Securities and Exchange Commission. InvestingPro data shows the company has faced significant challenges, with shares down over 56% in the past year.

Shareholders voted in favor of amending the company’s 2021 Incentive Award Plan to increase the number of Class A common shares reserved for issuance by an amount equal to 18.3% of the company’s outstanding Class A shares following the closing of an exchange agreement with CHS US Investments LLC. The plan’s expiration date was also extended to the tenth anniversary of the transaction closing date.

The company said the board of directors had previously approved the amended plan, pending shareholder approval.

In addition, shareholders approved the issuance of Class A common shares related to the conversion of a term loan, as required under Nasdaq listing rules, as well as the issuance of shares pursuant to a rights offering backstop agreement dated August 20, 2025. Amendments to Rent the Runway’s certificate of incorporation were also approved in connection with the exchange agreement.

Voting results showed that each proposal passed by a significant margin. For the term loan conversion share issuance, 4,700,944 votes were cast in favor, 7,031 against, and 594 abstained. The rights offering backstop agreement share issuance received 4,700,819 votes for, 7,183 against, and 567 abstentions. The incentive plan amendment was approved with 4,673,091 votes for, 34,910 against, and 568 abstentions. Amendments to the certificate of incorporation passed with 4,699,836 votes for, 8,256 against, and 477 abstentions.

Approximately 66.5% of the combined voting power of outstanding common stock was represented at the meeting.

The information in this article is based on a press release statement and the company’s filing with the SEC.

In other recent news, Rent the Runway Inc. has commenced a $12.5 million rights offering, allowing holders of its Class A and Class B common stock to purchase additional shares. The company has set October 6 as the record date for this offering, which aims to distribute subscription rights to purchase up to 3,063,725 shares at a subscription price of $4.08 per share. This move comes amid financial challenges faced by the company, as it seeks to raise capital through this offering. In its Q2 2025 earnings report, Rent the Runway reported a notable increase in revenue and subscriber growth, although there was a decline in gross margins. The earnings announcement resulted in a 29.56% surge in the company’s stock price, reflecting investor optimism. Further details about the rights offering will be provided in a prospectus supplement to be filed with the U.S. Securities and Exchange Commission. Investors are closely watching these developments as the company navigates its financial landscape.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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