Restoration Hardware 2012 Annual Report Download - page 9
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RESTORATION HARDWARE HOLDINGS, INC.
2013 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
Information about Solicitation and Voting
The accompanying proxy is solicited on behalf of the board of directors of Restoration Hardware Holdings,
Inc. (the “Company”) for use at the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”) to
be held at the St. Regis Hotel located at 125 3rd Street, CA 94103 on June 27, 2013, at 11:00 a.m. (Pacific Time),
and any adjournment or postponement thereof. The proxy statement was first mailed to stockholders on or about
June 5, 2013.
About the Annual Meeting
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the proposals described in this proxy statement.
What proposals are scheduled to be voted on at the Annual Meeting?
Stockholders will be asked to vote on two proposals. The proposals are:
1. The election to our board of directors of the two nominees named in this proxy statement; and
2. The ratification of the appointment of PricewaterhouseCoopers LLP (“PWC”) as our independent
registered public accounting firm for the 2013 fiscal year.
What is the recommendation of the board of directors on each of the proposals scheduled to be voted on at
the Annual Meeting?
The board of directors recommends that you vote FOR each of the nominees to the board of directors
(Proposal 1), and FOR the ratification of the appointment of PWC as our independent registered public
accounting firm for the 2013 fiscal year (Proposal 2).
Could other matters be decided at the Annual Meeting?
Our Bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting
by stockholders of the Company, and we have not received notice of any such proposals. If any other matter were
to come before the Annual Meeting, the proxy holders appointed by our board of directors will have the
discretion to vote on those matters for you.
Who can vote at the Annual Meeting?
Stockholders as of the record date for the Annual Meeting, May 10, 2013, are entitled to vote at the Annual
Meeting. At the close of business on the record date, there were outstanding and entitled to vote 38,856,251
shares of the Company’s common stock.
Stockholder of Record: Shares Registered in Your Name
If on May 10, 2013, your shares were registered directly in your name with our transfer agent,
Computershare Investor Services, then you are considered the stockholder of record with respect to those shares.
1
Proxy Statement