Restoration Hardware 2012 Annual Report Download - page 44

EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Company’s common stock that may be issued upon the
exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of
February 2, 2013:
Equity Compensation Plan Information
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
Equity compensation plans approved by
security holders 8,159,577 $41.41 3,700,471
Equity compensation plans not approved by
security holders — — —
Total 8,159,577 $41.41 3,700,471
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Reorganization
The Company was incorporated as a Delaware corporation on August 18, 2011, by Home Holdings, for the
purpose of acquiring all of the stock of Home Holdings’ wholly owned subsidiary, Restoration Hardware, Inc.
Until November 1, 2012, Home Holdings was our sole stockholder, holding all of our 100 issued and outstanding
shares. On November 1, 2012, the Company issued 28,198,941 additional shares to Home Holdings, and the
Company acquired all of the outstanding shares of Restoration Hardware, Inc. from Home Holdings. In addition,
outstanding units under the Team Resto Ownership Plan were replaced by shares of our common stock issued to
the participants of the Team Resto Ownership Plan. Home Holdings’ equity interests are held primarily by funds
affiliated with Catterton, Tower Three and Glenhill. In this proxy statement, we refer to Catterton, Tower Three
and Glenhill as our “Principal Equity Holders.”
Registration Rights Agreement
In connection with our initial public offering, we entered into a registration rights agreement with Home
Holdings, our Principal Equity Holders, Mr. Alberini, Mr. Friedman and certain other stockholders in connection
with the offering. The registration rights agreement provides that Home Holdings, Catterton and Tower Three
have registration rights whereby Home Holdings, Catterton or Tower Three can require us to register under the
Securities Act any Registrable Securities (as such term is defined in the registration rights agreement) owned by
Home Holdings, Catterton or Tower Three as of the date of such demand. Catterton and Tower Three are entitled
to three long-form registrations each (including through Home Holdings) and an unlimited number of short-form
registrations, provided that we are not obligated to effect more than two such short-form registrations in any
twelve month period.
If we register any shares for public sale, our stockholders with piggyback registration rights under the
registration rights agreement have the right to include their shares in the registration, subject to certain
exceptions. For example, if the piggyback registration is an underwritten offering and the managing underwriters
advise us that, in their opinion, the number of shares requested to be included in the offering exceeds the number
which can be sold in such offering within a price range acceptable to us, we are required to include in the
offering (i) first, the securities we propose to sell, (ii) second, the registrable securities requested to be included
in such registration, pro rata among the holders of such registrable securities on the basis of the number of
registrable securities owned by each such holder and (iii) third, any other securities requested to be included in
such registration pursuant to contractual arrangements with the Company.
36