UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2023
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The RealReal, Inc.
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices, including Zip Code) | ||||||||
(855 ) 435-5893
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):
| 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 | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 14, 2023, The RealReal, Inc. (the “Company”) held its 2023 annual meeting of stockholders to consider and vote on the three proposals set forth below, each of which is described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2023. The final voting results are set forth below.
Proposal 1 - Election of Class I Directors
The Company’s stockholders elected each of the nominees named below as Class I directors to serve a three-year term ending at the Company’s 2026 annual meeting of stockholders or until her successor is elected and qualified. The results of such vote were as follows:
| Director Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Caretha Coleman | 37,966,167 | 2,427,916 | 27,138,644 | ||||||||
| Karen Katz | 38,040,661 | 2,353,422 | 27,138,644 | ||||||||
| Carol Melton | 37,965,378 | 2,428,705 | 27,138,644 | ||||||||
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of such vote were as follows:
| For | Against | Abstain | ||||||
| 65,433,297 | 1,574,739 | 524,691 | ||||||
Proposal 3 - Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 36,709,718 | 3,237,424 | 446,941 | 27,138,644 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |||||||
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| The RealReal, Inc. | ||||||||
Date: June 16, 2023 | By: | /s/ Todd Suko | ||||||
| Todd Suko | ||||||||
| Chief Legal Officer and Secretary | ||||||||