Rent the Runway lets holders of 40% voting power call special shareholder meetings

The governance changes remove supermajority voting, allow holders of at least 40% voting power to call special meetings, and permit written consent.

The company filed its Thirteenth Amended and Restated Certificate of Incorporation in Delaware on July 15, 2026, effective on filing. The annual meeting on July 14, 2026 drew 31,146,094 Class A shares represented, about 93% of voting power.

Rent the Runway shareholders backed charter changes that scrap 50 million authorized Class B shares, none outstanding, removing a dual-class overhang.

The amendments also eliminate 10 million authorized preferred shares, none outstanding, tightening the company’s capital structure.