TheRealReal, Inc. 8-K

What Happened
TheRealReal, Inc. (REAL) filed an 8-K on June 12, 2026 reporting the results of its 2026 annual meeting of stockholders. Stockholders elected three Class I directors (terms to 2029): Caretha Coleman, Karen Katz and Mark McCaffrey. Shareholders ratified KPMG LLP as the company’s independent registered public accounting firm and approved the advisory (non-binding) vote on named executive officer compensation. Three management proposals to amend the company’s certificate of incorporation—phasing in declassification of the board, limiting certain officer liability, and eliminating supermajority voting requirements—did not receive the required supermajority and therefore were not adopted.

Key Details

• Directors elected (three-year terms ending at the 2029 annual meeting):
  • Caretha Coleman: For 72,989,057; Withheld 5,884,440; Broker non-votes 21,458,586.
  • Karen Katz: For 73,924,611; Withheld 4,948,886; Broker non-votes 21,458,586.
  • Mark McCaffrey: For 77,695,319; Withheld 1,178,178; Broker non-votes 21,458,586.
• Auditor ratification: KPMG LLP ratified as independent auditor — For 99,751,033; Against 179,663; Abstain 401,387.
• Say-on-pay (advisory): Approved — For 74,312,809; Against 4,145,786; Abstain 414,902; Broker non-votes 21,458,586.
• Charter amendment proposals failed to receive the required supermajority and were not adopted:
  • Declassification of the board: For 78,388,870; Against 92,644; Abstain 391,983; Broker non-votes 21,458,586.
  • Limit officer liability: For 71,747,515; Against 6,740,192; Abstain 385,790; Broker non-votes 21,458,586.
  • Eliminate supermajority voting requirements: For 78,335,797; Against 146,433; Abstain 391,267; Broker non-votes 21,458,586.

Why It Matters
For investors, the results mean continuity in board composition and auditor oversight: the nominated Class I directors were elected and KPMG will serve as auditor for fiscal 2026. The advisory approval of executive compensation signals shareholder acceptance of current pay practices (non-binding). The failed charter amendments mean the company’s existing governance provisions — including the classified board structure, officer liability limits, and supermajority vote requirements — remain in place, so no immediate change to the company’s corporate governance framework will occur.