Form DEFA14A RH

June 1, 2021 5:21 PM EDT

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UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO

SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

  Filed by the Registrant          Filed by a Party other than the Registrant

Check the appropriate box:

  Preliminary Proxy Statement

  Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

  Definitive Proxy Statement

  Definitive Additional Materials

  Soliciting

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Name of Registrant as Specified in Its Charter

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.

  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Your Vote Counts!

RH

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ATTN: CORPORATE SECRETARY

15 KOCH ROAD, LEGAL DEPARTMENT

CORTE MADERA, CA 94925

2021 Annual Meeting

Vote by July 14, 2021

11:59 PM ET

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D55021-P56346

You invested in RH and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on July 15, 2021.

Get informed before you vote

View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 1, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

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For complete information and to vote, visit www.ProxyVote.com

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Smartphone users

Point your camera here and

vote without entering a

control number

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Vote in Person at the Meeting*

July 15, 2021

10:30 AM (Pacific Time)

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15 Koch Road

Corte Madera, CA 94925

*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Board

Voting Items

Recommends

1.   Election of Directors

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Nominees:

01) Gary Friedman

02) Carlos Alberini

03) Keith Belling

2.   Advisory vote to approve named executive officer compensation.

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3.   Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year.

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NOTE: Such other business as may properly come before the meeting or any adjournment or
postponement thereof.

If we determine it is not possible or advisable to hold the 2021 Annual Meeting in person due to health or other considerations related to COVID-19 or other reasons, the 2021 Annual Meeting may be held by means of remote communication (i.e., a virtual-only meeting). If this is determined, we will announce the decision in advance, and will provide details on how to participate at ir.rh.com. As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend in person.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D55021-P56346




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