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Compiled from SEC Form N-PX filings and RH’s Form 8-K, filed June 28, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 27, 2024: 5 items on RH’s Form 8-K, filed June 28, 2024: 1 approved · 4 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore RH in the interactive database Compare manager voting policies
These tallies are RH’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 28, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Gary Friedman | 14,371,243 | -- | -- | 539,302 | 1,368,215 | 96% | Not verified | — |
| Elect Director: Carlos Alberini | 13,499,035 | -- | -- | 1,411,510 | 1,368,215 | 91% | Not verified | — |
| Elect Director: Keith Belling | 13,234,237 | -- | -- | 1,676,308 | 1,368,215 | 89% | Not verified | — |
| Proposal 2: RH's shareholders cast their votes, on a non-binding advisory basis, approving RH's named executive officer compensation, as set forth below. | 14,369,159 | 523,282 | 18,104 | -- | 1,368,215 | 96% | Not verified | — |
| Proposal 3: RH's shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH's independent registered public accounting firm for the 2024 fiscal year, as set forth below. | 16,182,583 | 83,897 | 12,280 | -- | -- | 99.4% | Approved | — |
Source: RH, Form 8-K, filed with the SEC on June 28, 2024 — read the filing on EDGAR.
Each item below shows how the 382 asset managers that disclosed a RH vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 4 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
Description as filed by funds: ELECTION OF DIRECTORS: CARLOS ALBERINI
RH’s own tally for this item (“Elect Director: Carlos Alberini”): 13,499,035 for, 1,411,510 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 97 asset managers below reported 5,749,187 for, 525,627 withheld, 4,164 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,402,237 | 0 | 0 | 0 | For |
| Vanguard | 1,410,035 | 0 | 0 | 0 | For |
| BlackRock | 383,481 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 0 | 0 | 353,962 | Withhold |
| Allspring | 182,950 | 0 | 0 | 0 | For |
| Capital Group | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 142,541 | 0 | 0 | 0 | For |
| Jackson National | 101,860 | 0 | 0 | 0 | For |
| Dimensional | 95,684 | 0 | 0 | 0 | For |
| TIAA | 88,982 | 0 | 0 | 0 | For |
| BNY Mellon | 86,502 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 79,151 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 70,000 | 0 | 0 | 0 | For |
| Brighthouse | 54,281 | 0 | 0 | 3,090 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 54,775 | Withhold |
| Neuberger Berman | 51,800 | 0 | 0 | 0 | For |
| Invesco | 50,705 | 0 | 0 | 0 | For |
| Victory Capital | 47,304 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 46,056 | Withhold |
| Bridge Builder Trust | 34,669 | 0 | 3,744 | 0 | Mixed |
| Equitable | 11,086 | 0 | 0 | 22,133 | Mixed |
| First Trust | 25,352 | 0 | 0 | 0 | For |
| CENTAUR MUTUAL FUNDS TRUST | 15,900 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 0 | 0 | 15,740 | Withhold |
| John Hancock | 15,690 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 4 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: ELECTION OF DIRECTORS: GARY FRIEDMAN
RH’s own tally for this item (“Elect Director: Gary Friedman”): 14,371,243 for, 539,302 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 97 asset managers below reported 6,115,376 for, 159,438 withheld, 4,164 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,402,237 | 0 | 0 | 0 | For |
| Vanguard | 1,410,035 | 0 | 0 | 0 | For |
| BlackRock | 383,481 | 0 | 0 | 0 | For |
| T. Rowe Price | 353,962 | 0 | 0 | 0 | For |
| Allspring | 182,950 | 0 | 0 | 0 | For |
| Capital Group | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 142,541 | 0 | 0 | 0 | For |
| Jackson National | 101,860 | 0 | 0 | 0 | For |
| Dimensional | 95,684 | 0 | 0 | 0 | For |
| TIAA | 88,982 | 0 | 0 | 0 | For |
| BNY Mellon | 86,502 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 79,151 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 70,000 | 0 | 0 | 0 | For |
| Brighthouse | 54,281 | 0 | 0 | 3,090 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 54,775 | Withhold |
| Neuberger Berman | 51,800 | 0 | 0 | 0 | For |
| Invesco | 50,705 | 0 | 0 | 0 | For |
| Victory Capital | 47,304 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 46,056 | Withhold |
| Bridge Builder Trust | 34,669 | 0 | 3,744 | 0 | Mixed |
| Equitable | 30,919 | 0 | 0 | 2,300 | Mixed |
| First Trust | 25,352 | 0 | 0 | 0 | For |
| CENTAUR MUTUAL FUNDS TRUST | 15,900 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 0 | 0 | 15,740 | Withhold |
| John Hancock | 15,690 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 4 wordings of this item as funds reported it.
89% Majority: yes · of votes cast
Description as filed by funds: ELECTION OF DIRECTORS: KEITH BELLING
RH’s own tally for this item (“Elect Director: Keith Belling”): 13,234,237 for, 1,676,308 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 97 asset managers below reported 5,733,320 for, 541,494 withheld, 4,164 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,402,237 | 0 | 0 | 0 | For |
| Vanguard | 1,410,035 | 0 | 0 | 0 | For |
| BlackRock | 383,481 | 0 | 0 | 0 | For |
| T. Rowe Price | 0 | 0 | 0 | 353,962 | Withhold |
| Allspring | 182,950 | 0 | 0 | 0 | For |
| Capital Group | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 142,541 | 0 | 0 | 0 | For |
| Jackson National | 101,860 | 0 | 0 | 0 | For |
| Dimensional | 95,684 | 0 | 0 | 0 | For |
| TIAA | 88,982 | 0 | 0 | 0 | For |
| BNY Mellon | 86,502 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 79,151 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 70,000 | 0 | 0 | 0 | For |
| Brighthouse | 54,281 | 0 | 0 | 3,090 | Mixed |
| ALGER FUNDS II | 0 | 0 | 0 | 54,775 | Withhold |
| Neuberger Berman | 51,800 | 0 | 0 | 0 | For |
| Invesco | 50,705 | 0 | 0 | 0 | For |
| Victory Capital | 47,304 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 0 | 0 | 46,056 | Withhold |
| Bridge Builder Trust | 34,669 | 0 | 3,744 | 0 | Mixed |
| Equitable | 11,086 | 0 | 0 | 22,133 | Mixed |
| First Trust | 25,352 | 0 | 0 | 0 | For |
| CENTAUR MUTUAL FUNDS TRUST | 15,900 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 0 | 0 | 15,740 | Withhold |
| John Hancock | 15,690 | 0 | 0 | 0 | For |
Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.
Combines 8 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Advisory vote to approve named executive officer compensation.
RH’s own tally for this item (“Proposal 2: RH's shareholders cast their votes, on a non-binding advisory basis, approving RH's named executive officer compensation, as set forth below.”): 14,369,159 for, 523,282 against, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,402,237 | 0 | 0 | 0 | For |
| Vanguard | 1,410,035 | 0 | 0 | 0 | For |
| BlackRock | 383,481 | 0 | 0 | 0 | For |
| T. Rowe Price | 353,962 | 0 | 0 | 0 | For |
| Allspring | 182,950 | 0 | 0 | 0 | For |
| Capital Group | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 142,541 | 0 | 0 | 0 | For |
| Jackson National | 89,686 | 12,174 | 0 | 0 | Mixed |
| Dimensional | 95,684 | 0 | 0 | 0 | For |
| TIAA | 88,982 | 0 | 0 | 0 | For |
| BNY Mellon | 86,502 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 79,151 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 0 | 70,000 | 0 | 0 | Against |
| Brighthouse | 54,281 | 0 | 3,090 | 0 | Mixed |
| ALGER FUNDS II | 0 | 54,775 | 0 | 0 | Against |
| Neuberger Berman | 51,800 | 0 | 0 | 0 | For |
| Invesco | 50,705 | 0 | 0 | 0 | For |
| Victory Capital | 47,304 | 0 | 0 | 0 | For |
| Goldman Sachs | 46,056 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 34,669 | 3,744 | 0 | 0 | Mixed |
| Equitable | 33,219 | 0 | 0 | 0 | For |
| First Trust | 25,352 | 0 | 0 | 0 | For |
| CENTAUR MUTUAL FUNDS TRUST | 15,900 | 0 | 0 | 0 | For |
| ALGER FUNDS | 0 | 15,740 | 0 | 0 | Against |
| John Hancock | 15,690 | 0 | 0 | 0 | For |
Fund voting reports, all 99 managers: 6,088,135 for, 199,117 against, 3,090 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,588,975 | 0 | 0 | 0 | For |
| T. Rowe Price | 878,405 | 0 | 0 | 0 | For |
| Durable Capital Partners LP | 781,838 | 0 | 0 | 0 | For |
| BlackRock | 388,555 | 1,182 | 0 | 0 | For |
| State Street | 306,757 | 5,554 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 248,031 | 0 | 0 | 0 | For |
| Allspring | 205,456 | 0 | 0 | 0 | For |
| Point72 | 189,485 | 0 | 0 | 0 | For |
| Capital Research Global Investors | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 143,136 | 0 | 0 | 0 | For |
| Invesco | 139,121 | 0 | 0 | 0 | For |
| Senvest Management, LLC | 121,070 | 0 | 0 | 0 | For |
| Victory Capital | 119,309 | 0 | 0 | 0 | For |
| Newton Investment Management North America, LLC | 107,838 | 0 | 0 | 0 | For |
| FRED ALGER MANAGEMENT, LLC | 878 | 105,059 | 0 | 0 | Against |
| Northern Trust | 91,613 | 812 | 0 | 0 | For |
| Broad Run Investment Management, LLC | 90,780 | 0 | 0 | 0 | For |
| Nuveen | 90,033 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 84,220 | 0 | 0 | 0 | For |
| BAMCO INC /NY/ | 0 | 82,174 | 0 | 0 | Against |
| SCP Investment, LP | 75,500 | 0 | 0 | 0 | For |
| Atreides Management, LP | 0 | 75,002 | 0 | 0 | Against |
| LOCUST WOOD CAPITAL ADVISERS, LLC | 64,784 | 0 | 0 | 0 | For |
| Hill City Capital, LP | 60,255 | 0 | 0 | 0 | For |
| JPMorgan | 58,991 | 0 | 0 | 0 | For |
Institutional-manager reports, all 308 managers: 8,126,811 for, 460,098 against, 1,257 abstained, 771 not voted, 3,264 unknown. Showing the 25 largest; see all in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year.
RH’s own tally for this item (“Proposal 3: RH's shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH's independent registered public accounting firm for the 2024 fiscal year, as set forth below.”): 16,182,583 for, 83,897 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 3 : RH's shareholders ratified the appointment of PricewaterhouseCoopers LLP as RH's independent registered public accounting firm for the 2024 fiscal year, as set forth below.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 101 asset managers below reported 6,281,197 for, 55 against, 3,090 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 2,402,237 | 0 | 0 | 0 | For |
| Vanguard | 1,410,035 | 0 | 0 | 0 | For |
| BlackRock | 383,481 | 0 | 0 | 0 | For |
| T. Rowe Price | 353,962 | 0 | 0 | 0 | For |
| Allspring | 182,950 | 0 | 0 | 0 | For |
| Capital Group | 150,000 | 0 | 0 | 0 | For |
| Charles Schwab | 142,541 | 0 | 0 | 0 | For |
| Jackson National | 101,860 | 0 | 0 | 0 | For |
| Dimensional | 95,684 | 0 | 0 | 0 | For |
| TIAA | 88,982 | 0 | 0 | 0 | For |
| BNY Mellon | 86,502 | 0 | 0 | 0 | For |
| HENNESSY FUNDS TRUST | 79,151 | 0 | 0 | 0 | For |
| BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) | 70,000 | 0 | 0 | 0 | For |
| Brighthouse | 54,281 | 0 | 3,090 | 0 | Mixed |
| ALGER FUNDS II | 54,775 | 0 | 0 | 0 | For |
| Neuberger Berman | 51,800 | 0 | 0 | 0 | For |
| Invesco | 50,705 | 0 | 0 | 0 | For |
| Victory Capital | 47,304 | 0 | 0 | 0 | For |
| Goldman Sachs | 46,056 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 38,413 | 0 | 0 | 0 | For |
| Equitable | 33,219 | 0 | 0 | 0 | For |
| First Trust | 25,352 | 0 | 0 | 0 | For |
| CENTAUR MUTUAL FUNDS TRUST | 15,900 | 0 | 0 | 0 | For |
| ALGER FUNDS | 15,740 | 0 | 0 | 0 | For |
| John Hancock | 15,690 | 0 | 0 | 0 | For |
Showing the 25 largest of 101 asset managers. See all 101 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 18,342,797 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 13.10% |
| 2 | Vanguard | 7.69% |
| 3 | BlackRock | 2.09% |
| 4 | T. Rowe Price | 1.93% |
| 5 | Allspring | 1.00% |
| 6 | Capital Group | 0.82% |
| 7 | Charles Schwab | 0.78% |
| 8 | Jackson National | 0.56% |
| 9 | Dimensional | 0.52% |
| 10 | TIAA | 0.49% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 14.11% |
| 2 | T. Rowe Price | 4.79% |
| 3 | Durable Capital Partners LP | 4.26% |
| 4 | BlackRock | 2.12% |
| 5 | State Street | 1.70% |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.35% |
| 7 | Allspring | 1.12% |
| 8 | Point72 | 1.03% |
| 9 | Capital Research Global Investors | 0.82% |
| 10 | Charles Schwab | 0.78% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| FMR (Fidelity) | 15.32% | 13F |
| Vanguard Group | 7.69% | 13F |
| BlackRock | 7.68% | 13F |
| Citadel Advisors | 4.06% | 13F |
| T. Rowe Price | 3.63% | 13F |
| State Street | 2.50% | 13F |
| D.E. Shaw | 2.16% | 13F |
| Point72 | 2.09% | 13F |
| Morgan Stanley | 1.92% | 13F |
| JPMorgan Chase | 1.45% | 13F |
Percentages above are of 18,342,797 shares outstanding, as reported by RH on its Form 10-Q dated May 4, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RH’s 10-Q dated May 4, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At RH's shareholder meeting held June 27, 2024, in the 2023-2024 proxy season, 382 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,364 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve named executive officer compensation. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: RH's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 28, 2024.
RH proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.