Rent the Runway, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


On January 8, 2024, Anushka Salinas resigned as the Company's Chief Operating Officer and President, effective January 31, 2024 (the "Transition Date"), in light of the Restructuring Plan. On the same date, Jennifer Hyman, the Company's Chief Executive Officer, was appointed as the Company's President and designated as the Company's principal operating officer, effective on the Transition Date. Ms. Hyman's biographical information can be found under "Class III Directors Whose Terms Expire at the 2024 Annual Meeting" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 25, 2023, which is incorporated herein by reference.


In connection with Ms. Salinas's resignation, the Company has entered into a Transition Agreement with Ms. Salinas, dated January 8, 2024 (the "Transition Agreement"). The Transition Agreement provides that, following her resignation as Chief Operating Officer and President on the Transition Date, Ms. Salinas will serve as a consultant advisor to the Company through February 29, 2024 (such period, the "Advisory Period"). As consideration for her provision of advisory services through the end of the Advisory Period, her execution and non-revocation of a release of claims and continued compliance with any applicable restrictive covenant obligations, Ms. Salinas will be entitled to: (i) a lump sum payment of $950,000, less applicable taxes and withholding deductions, payable on the Transition Date, and (ii) payment of the costs of COBRA premiums for her and her covered dependents through April 30, 2025 (or, if earlier, the date upon which Ms. Salinas is no longer eligible for COBRA continuation coverage).


In addition, the Transition Agreement provides that 100% of the restricted stock unit award granted to Ms. Salinas on July 11, 2023 and any other outstanding time-vesting equity awards granted to Ms. Salinas that are unvested as of the Transition Date and that would have become vested on or prior to April 30, 2025 had Ms. Salinas remained a service provider through such date will accelerate and vest as of the Transition Date.


These amounts are included in the total charges of approximately $3 million to $4 million and the annualized cash run rate savings of approximately $11 million to $13 million referenced in Item 2.05.


The foregoing summary of the terms of the Transition Agreement is qualified in its entirety by reference to the complete text of the Transition Agreement, respectively, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.