Revlon, Inc. (NYSE:REV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Appointment of Certain Officers; Election of
Directors; Departure of Directors or Certain Officers;
Compensatory Arrangements of Certain Officers.
Juan Figuereo is retiring as Chief Financial Officer of Revlon,
Inc. (Revlon) and its wholly-owned
operating subsidiary, Revlon Consumer Products Corporation
(RCPC and together with Revlon, the
Company), effective as of June 6, 2017.
With Mr. Figuereos departure, Chris Peterson, the Companys Chief
Operating Officer, Operations, who currently oversees the
Companys finance function, as well as supply chain and IT, has
assumed the additional role of Chief Financial Officer, with
direct oversight of the Company’s financial, accounting,
treasury and IT functions. On June 6, 2017, Revlons Board of
Directors formally elected Mr. Peterson to the role of Chief
Financial Officer, effective immediately, in addition to his
continuing to serve as Chief Operating Officer, Operations.
On June 6, 2017, RCPC and Mr. Figuereo entered into a separation
agreement terminating Mr. Figuereos employment agreement and
providing that Mr. Figuereo will receive certain separation pay
and benefits that he is otherwise entitled to receive under his
employment agreement, dated April 12, 2016, which was previously
disclosed in a Current Report on Form 8-K filed with the SEC on
April 12, 2016.
Mr. Peterson () joined the Company in April 2017 as Chief
Operating Officer, Operations, with responsibility to oversee the
Companys Global Supply Chain, Finance and IT functions. Mr.
Petersons employment agreement with the Company, dated April 17,
2017, was previously disclosed in a Current Report on Form 8-K
filed with the SEC on April 17, 2017. Mr. Peterson does not have
any family relationships with any of the Company’s directors or
executive officers and is not a party to any transactions listed
in Item 404(a) of Regulation S-K.
A copy of Revlons press release regarding Mr. Figuereos
departure and Mr. Petersons assumption of the additional position
of CFO is attached to this Current Report on Form 8-K as Exhibit
99.1 and it is incorporated by reference in its entirety into
this Item 5.02.
Item 5.07. Submission of Matters to a Vote of
Security Holders.
On May 31, 2017, Revlon held its 2017 Annual Stockholders’
Meeting (the Meeting) at which Revlon’s
stockholders:
|
1. |
approved the election of the following persons as members |
|
2. |
ratified the Audit Committees selection of KPMG LLP as |
|
3. |
approved, on a non-binding, advisory basis, the |
|
4. |
recommended, on a non-binding, advisory basis, that |
The following is a tabulation of the votes cast at the
Meeting with respect to each proposal:
Proposal No. 1 — the Annual Election of
Directors:
|
Proposal No. 1 Election of Directors |
|||
| Director Nominee |
Votes For |
Votes Withheld | Broker Non-Votes |
| Ronald O. Perelman (Chairman) | 45,853,950 | 2,705,723 | 1,725,168 |
| E. Scott Beattie | 45,866,358 | 2,693,315 | 1,725,168 |
| Alan Bernikow | 47,071,427 | 1,488,246 | 1,725,168 |
| Kristin Dolan | 48,515,728 | 43,945 | 1,725,168 |
| Fabian Garcia | 46,082,975 | 2,476,698 | 1,725,168 |
| Robert Kretzman | 46,774,395 | 1,785,278 | 1,725,168 |
| Ceci Kurzman | 47,276,138 | 1,283,535 | 1,725,168 |
| Paul Meister | 45,865,390 | 2,694,283 | 1,725,168 |
| Tamara Mellon | 43,800,253 | 4,759,420 | 1,725,168 |
| Debra Perelman | 45,637,173 | 2,922,500 | 1,725,168 |
| Paul Savas | 45,866,398 | 2,693,275 | 1,725,168 |
| Barry F. Schwartz | 45,802,348 | 2,757,325 | 1,725,168 |
| Jonathan Schwartz | 48,516,129 | 43,544 | 1,725,168 |
| Cristiana Falcone Sorrell | 48,462,823 | 96,850 | 1,725,168 |
Proposal No. 2 the ratification of the Audit
Committees selection of KPMG LLP as Revlons independent
registered public accounting firm for
2017*:
|
Votes For |
Votes Against |
Abstentions |
|
| Ratification of KPMG LLP | 50,229,054 | 25,641 | 30,146 |
*There were no broker non-votes with respect to the
ratification of the Audit Committees selection of KPMG LLP, as
this was a routine proposal.
Proposal No. 3 Say-On-Pay Vote on Revlons
Executive Compensation:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
| Say-On-Pay | 47,165,504 | 1,326,433 | 67,736 | 1,725,168 |
Proposal No. 4 Frequency of Future Say-On-Pay
Votes:
|
Every 1 Year |
Every 2 Years |
Every 3 Years |
Abstentions |
Broker Non-Votes |
|
|
Future Frequency of Say-On-Pay Votes |
5,347,200 | 4,736 | 43,176,686 | 31,051 | 1,725,168 |
In accordance with this Item 5.07, per the recommendation of
Revlon’s stockholders, Revlon intends to include an advisory
vote on the compensation of its executives in its proxy materials
every 3 years, until the next required stockholder vote on the
frequency of say-on-pay votes on Revlon’s executive compensation
or Revlon’s Board of Directors otherwise determines that a
different frequency of say-on-pay votes is in the best interests
of Revlon’s stockholders.
|
Item 9.01. |
Financial Statements and Exhibits. |
|
(d) Exhibits |
|
|
Exhibit No. |
Description |
|
99.1 |
Press Release, dated June 6, 2017. |
About Revlon, Inc. (NYSE:REV)
Revlon, Inc. manufactures, markets and sells around the world a range of beauty and personal care products, including color cosmetics, hair color, hair care and hair treatments, as well as beauty tools, men’s grooming products, anti-perspirant deodorants, fragrances, skincare and other beauty care products. The Company operates through three segments: Consumer, which includes cosmetics, hair color and hair care, beauty tools, anti-perspirant deodorants, fragrances and skincare products; Professional, which includes a line of products sold to hair and nail salons, and professional salon distributors, including hair color, shampoos, conditioners, styling products, nail polishes and nail enhancements, and Other, which includes the distribution of prestige, designer and celebrity fragrances, cosmetics and skincare products, such as Burberry and Rihanna branded products. The Company also offers Elizabeth Arden portfolio of brands, including its designer, heritage and celebrity fragrances.