THEREALREAL, INC. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders (form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

On June 16, 2020, The RealReal, Inc. (the "Company") notified Nasdaq that it is not in compliance with the audit committee composition requirement under Nasdaq Listing Rule 5605(c)(2)(A) due to one vacancy on the audit committee. Immediately following the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting") held on June 16, 2020, Maha Ibrahim, formerly an audit committee member, no longer serves on the board of directors. Rob Krolik and James Miller continue to serve on the audit committee. On June 19, 2020, the Company received a notice from Nasdaq regarding this non-compliance and confirming the cure period applicable to the Company. The Company is evaluating the appropriate composition of its board committees and fully intends to regain compliance with Rule 5605(c)(2)(A) within the applicable cure period.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2020, the Company held its Annual Meeting to consider and vote on the two 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. The final voting results are set forth below.

Proposal 1 - Election of Class I Director

The stockholders elected the person named below as a Class I director to serve a three-year term ending at the Company's 2023 annual meeting or until his successor is elected and qualified. The results of such vote were as follows:

          Director Nominee       For           Withhold        Broker Non-Votes
          Michael Kumin        56,512,371       3,177,009             13,194,451

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of such vote were as follows:

                                  For            Against             Abstain
                                72,779,918           61,039                 42,874

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