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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 3, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-35720   45-3052669

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

15 Koch Road, Corte Madera, California 94925

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 924-1005


(Former name or former address, if changed since last report.)



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 Instruction 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





Name of each exchange

on which registered

Common Stock, $0.0001 par value   RH   New York Stock Exchange

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  

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.  ☐




Item 8.01.

Other Events.

Pursuant to the Preliminary Approval Order of the United States District Court, Northern District of California, dated August 3, 2020, RH is hereby providing, as Exhibit 99.1 to this Current Report on Form 8-K, the Notice of Proposed Settlement (the “Notice”) and Stipulation of Settlement (the “Settlement”). The Notice and Settlement relate to the proposed settlement of the consolidated derivative action against certain of RH’s current and former directors and officers entitled In re RH Shareholder Derivative Litigation, Lead Case No. 4:18-cv-02452-YGR. The settlement involves certain non-monetary terms as well as payment of the plaintiffs’ attorneys’ legal fees, which payment is expected to be funded by RH’s insurance carriers.

This Current Report on Form 8-K, the Notice, and the parties’ Settlement are also available on RH’s website at ir.rh.com. This website address is included for reference only. The information contained on RH’s website is not incorporated by reference into this Current Report on Form 8-K.


Item 9.01.

Financial Statements and Exhibits.









99.1    Notice of Proposed Settlement and Stipulation of Settlement.
104    Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document.


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 hereunto duly authorized.


Dated: August 7, 2020     By:  

/s/ Jack Preston

      Jack Preston
      Chief Financial Officer