Current Report · Items 5.03, 9.01 · 8-K
Rent the Runway, Inc.
RENTNASDAQEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously announced, following stockholder approval at the 2026 Annual Meeting of Stockholders, Rent the Runway (the “Company”) filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, whi…
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, following stockholder approval at the 2026 Annual Meeting of Stockholders, Rent the Runway (the “Company”) filed the Thirteenth Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing.
On August 11, 2026, the Company’s Board of Directors (the “Board”) approved conforming amendments to the Company’s amended and restated bylaws (as amended, the “Third Amended & Restated Bylaws”), effective immediately. Among other technical amendments, the conforming amendments align the Third Amended & Restated Bylaws with the Amended and Restated Certificate with respect to (i) stockholders’ rights with to call special meetings, (ii) stockholder actions that can be taken by written consent, (iii) Board quorum requirements, (iv) director and officer indemnification rights, and (v) the ability to amend the Third Amended & Restated Bylaws.
The foregoing description of the conforming amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended & Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.