Item 8.01. Other Events.
Stock Option Expiration
On December 8, 2022, RH reported that Chairman and Chief Executive Officer, Gary
Friedman has informed the Company that he intends to sell some shares of common
stock in order to pay taxes and the exercise price of options granted to him in
July 2013. Mr. Friedman holds options representing 1.0 million shares of common
stock that will expire in connection with the ten-year anniversary of their
original grant date of July 2013. Mr. Friedman indicated that he intends to
exercise these options prior to the expiration date and sell approximately 0.7
million shares of common stock and that the share sale proceeds will be used to
fund taxes related to the option exercise and payment of the exercise price.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws, including, without limitation,
statements regarding Mr. Friedman's intention to exercise 1.0 million options
that are set to expire at the ten-year anniversary of their original grant date
of July 2013 and to sell approximately 0.7 million shares of our common stock in
order to fund the option exercise price and satisfy the resulting tax
obligations; expectations concerning the timing of such events or the price that
Mr. Friedman might receive for such shares of common stock; the number of shares
that may need to be sold in order to fund the exercise price and related tax
obligations; and any statements or assumptions underlying any of the foregoing.
You can identify forward looking statements by the fact that they do not relate
strictly to historical or current facts. These statements may include words such
as "if," "anticipate," "estimate," "expect," "project," "plan," "intend,"
"believe," "may," "will," "should," "likely" and other words and terms of
similar meaning in connection with any discussion of the timing or nature of
future events. We cannot assure you that future developments affecting us will
be those that we have anticipated. Important risks and uncertainties that could
cause actual results to differ materially from our expectations include, among
others, risks related to the global outbreak of the COVID-19 virus including
variants of such virus and any ongoing impact on our business related to the
virus; risks related to natural disasters including earthquakes, fire and
weather as well as other conditions outside of our control including outbreak of
hostilities, war or civil; risks related to our dependence on key personnel and
any changes in our ability to retain key personnel; successful implementation of
our growth strategy; risks related to the number of new business initiatives we
are undertaking; successful implementation of our growth strategy including our
real estate transformation and the number of new Gallery locations that we seek
to open and the timing of openings; uncertainties in the current performance of
our business including a range of risks related to our operations as well as
external economic factors; general economic conditions and the housing market as
well as the impact of economic conditions on consumer confidence and spending;
changes in customer demand for our products; our ability to anticipate consumer
preferences and buying trends, and maintaining our brand promise to customers;
decisions concerning the allocation of capital; factors affecting our
outstanding convertible senior notes or other forms of our indebtedness; changes
in consumer spending based on weather and other conditions beyond our control;
strikes and work stoppages affecting port workers and other industries involved
in the transportation of our products; our ability to obtain our products in a
timely fashion or in the quantities required; our ability to employ reasonable
and appropriate security measures to protect personal information that we
collect; our ability to support our growth with appropriate information
technology systems; risks related to our sourcing and supply chain including our
dependence on imported products produced by foreign manufacturers and risks
related to importation of such products including risks related to tariffs and
other similar issues, as well as those risks and uncertainties disclosed under
the sections entitled "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in RH's most recent Form 10-K
and Form 10-Q filed with the Securities and Exchange Commission, and similar
disclosures in subsequent reports filed with the SEC, which are available on our
investor relations website at ir.rh.com and on the SEC website at www.sec.gov.
Any forward-looking statement made by us in this release speaks only as of the
date on which we make it. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
developments or otherwise, except as may be required by any applicable
securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated December 8, 2022 announcing the Chairman and CEO's
plans to exercise expiring stock options and sell certain of the
resulting shares.
104 Cover Page Interactive Data File--the cover page XBRL tags are embedded
within the Inline XBRL document.
© Edgar Online, source Glimpses