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.
Election of Christopher Peterson as Chief Operating Officer,
Operations. On April 17, 2017, the Board of Directors of
Revlon, Inc. (Revlon and together with its subsidiaries,
including, without limitation, Revlon Consumer Products
Corporation (RCPC), the Company), elected
Christopher Peterson as the Companys Chief Operating Officer,
Operations effective April 17, 2017 (the Effective Date).
Operations. On April 17, 2017, the Board of Directors of
Revlon, Inc. (Revlon and together with its subsidiaries,
including, without limitation, Revlon Consumer Products
Corporation (RCPC), the Company), elected
Christopher Peterson as the Companys Chief Operating Officer,
Operations effective April 17, 2017 (the Effective Date).
Prior to joining the Company, Christopher Chris Peterson served
in a number of senior executive positions at Ralph Lauren
Corporation (Ralph Lauren), including most recently as its
President, Global Brands, a position he held since 2015. In this
role, Mr. Peterson was responsible for overseeing Ralph Laurens
Global Brands Presidents, as well as its Chief Financial Officer,
Investor Relations, Information Technology Real Estate. From 2014
to 2015, Mr. Peterson was Executive Vice President, Chief
Administrative Officer Chief Financial Officer at Ralph Lauren.
Mr. Peterson joined Ralph Lauren in 2012 as Senior Vice President
and Chief Financial Officer. Prior to joining Ralph Lauren, Mr.
Peterson was Vice President and Chief Financial Officer, Global
Household Care at The Procter Gamble Company. Mr. Peterson
currently serves on the Board of Directors and Audit Committee of
the non-profit organization, Inner City Scholarship Fund. Mr.
Peterson graduated from Cornell University in 1988 with a B.S. in
Operations Research and Industrial Engineering.
in a number of senior executive positions at Ralph Lauren
Corporation (Ralph Lauren), including most recently as its
President, Global Brands, a position he held since 2015. In this
role, Mr. Peterson was responsible for overseeing Ralph Laurens
Global Brands Presidents, as well as its Chief Financial Officer,
Investor Relations, Information Technology Real Estate. From 2014
to 2015, Mr. Peterson was Executive Vice President, Chief
Administrative Officer Chief Financial Officer at Ralph Lauren.
Mr. Peterson joined Ralph Lauren in 2012 as Senior Vice President
and Chief Financial Officer. Prior to joining Ralph Lauren, Mr.
Peterson was Vice President and Chief Financial Officer, Global
Household Care at The Procter Gamble Company. Mr. Peterson
currently serves on the Board of Directors and Audit Committee of
the non-profit organization, Inner City Scholarship Fund. Mr.
Peterson graduated from Cornell University in 1988 with a B.S. in
Operations Research and Industrial Engineering.
On April 17, 2017, Revlon and RCPC entered into an employment
agreement with Mr. Peterson (the Employment Agreement).
The initial term of Mr. Petersons Employment Agreement is 5
years, subject to automatic annual extensions thereafter unless
the Company or Mr. Peterson provides the other with at least 60
days prior notice of its or his intent not to renew. The initial
5-year term, and any subsequent annual renewals, may end earlier
in accordance with the terms of the Employment Agreement.
agreement with Mr. Peterson (the Employment Agreement).
The initial term of Mr. Petersons Employment Agreement is 5
years, subject to automatic annual extensions thereafter unless
the Company or Mr. Peterson provides the other with at least 60
days prior notice of its or his intent not to renew. The initial
5-year term, and any subsequent annual renewals, may end earlier
in accordance with the terms of the Employment Agreement.
Mr. Petersons Employment Agreement provides that he will serve as
the Companys Chief Operating Officer, Operations at an annual
base salary of not less than $1,125,000, with a target annual
bonus opportunity of 50% of his base salary (the Target
Bonus), with the possibility of exceeding such amount based
upon over-achievement of the Companys performance objectives up
to a maximum of 200% of his base salary. to the terms and
conditions of his Employment Agreement, Mr. Petersons annual
bonus for 2017 will not be less than $753,750. Mr. Peterson will
also receive a sign-on bonus of $250,000, payable in a lump sum
within 30 days following the Effective Date. If Mr. Peterson
resigns without good reason or is terminated by the Company for
cause (as such terms are defined in the Employment Agreement)
prior to the second anniversary of the Effective Date, he will be
required to repay the sign-on bonus to the Company as follows:
50% of the after-tax amount if terminated within the first year;
and 50% of the after-tax amount if terminated in the second year.
the Companys Chief Operating Officer, Operations at an annual
base salary of not less than $1,125,000, with a target annual
bonus opportunity of 50% of his base salary (the Target
Bonus), with the possibility of exceeding such amount based
upon over-achievement of the Companys performance objectives up
to a maximum of 200% of his base salary. to the terms and
conditions of his Employment Agreement, Mr. Petersons annual
bonus for 2017 will not be less than $753,750. Mr. Peterson will
also receive a sign-on bonus of $250,000, payable in a lump sum
within 30 days following the Effective Date. If Mr. Peterson
resigns without good reason or is terminated by the Company for
cause (as such terms are defined in the Employment Agreement)
prior to the second anniversary of the Effective Date, he will be
required to repay the sign-on bonus to the Company as follows:
50% of the after-tax amount if terminated within the first year;
and 50% of the after-tax amount if terminated in the second year.
to the terms and conditions of his Employment Agreement, Mr.
Peterson will have the opportunity to earn a long-term
compensation award based on specified Adjusted EBITDA targets
covering the performance period commencing on April 1, 2017 and
ending on December 31, 2019 (the LTIP Award), with a
target annual award of $1,250,000. Any amounts earned in respect
of the LTIP Award will be paid in March 2020.
Peterson will have the opportunity to earn a long-term
compensation award based on specified Adjusted EBITDA targets
covering the performance period commencing on April 1, 2017 and
ending on December 31, 2019 (the LTIP Award), with a
target annual award of $1,250,000. Any amounts earned in respect
of the LTIP Award will be paid in March 2020.
On April 11, 2017, the Compensation Committee approved a grant of
restricted shares of Revlon Class A Common Stock to Mr. Peterson
in connection with the commencement of his employment, with the
number of shares being in an amount equal to $5 million divided
by the NYSE closing price of Revlon Class A Common Stock on the
Effective Date (the Restricted Stock Grant). One-fifth of
the Restricted Stock Grant will vest on each of the first 5
anniversaries of the Effective Date, so long as Mr. Peterson
remains employed with the Company on each applicable vesting
date, subject to earlier vesting as described below.
restricted shares of Revlon Class A Common Stock to Mr. Peterson
in connection with the commencement of his employment, with the
number of shares being in an amount equal to $5 million divided
by the NYSE closing price of Revlon Class A Common Stock on the
Effective Date (the Restricted Stock Grant). One-fifth of
the Restricted Stock Grant will vest on each of the first 5
anniversaries of the Effective Date, so long as Mr. Peterson
remains employed with the Company on each applicable vesting
date, subject to earlier vesting as described below.
Mr. Peterson is also eligible to participate in other benefit and
perquisites plans generally made available to the Companys other
senior executives at his level.
perquisites plans generally made available to the Companys other
senior executives at his level.
Upon termination of Mr. Petersons employment due to his death or
disability, Mr. Peterson will be eligible to receive: (i) his
annual bonus with respect to the year prior to the year of
termination (if not already paid as of the termination date) (the
Prior Year Bonus); (ii) his annual bonus with respect to
the year of termination, based on actual performance and
pro-rated for the number of days actually worked during such year
(the Pro-Rated Bonus); and (iii) payment in respect of any
outstanding LTIP awards, based on actual performance and
pro-rated for the number of days actually worked during the
applicable performance period (the Pro-Rated LTIP). Under
such circumstances, any unvested portion of the Restricted Stock
Grant will vest (the Restricted Stock Vesting).
disability, Mr. Peterson will be eligible to receive: (i) his
annual bonus with respect to the year prior to the year of
termination (if not already paid as of the termination date) (the
Prior Year Bonus); (ii) his annual bonus with respect to
the year of termination, based on actual performance and
pro-rated for the number of days actually worked during such year
(the Pro-Rated Bonus); and (iii) payment in respect of any
outstanding LTIP awards, based on actual performance and
pro-rated for the number of days actually worked during the
applicable performance period (the Pro-Rated LTIP). Under
such circumstances, any unvested portion of the Restricted Stock
Grant will vest (the Restricted Stock Vesting).
In the event Mr. Peterson resigns for good reason or in the
event the Company terminates Mr. Petersons employment without
cause (but for reasons other than death, disability or
non-renewal of the Employment Agreement), Mr. Peterson will
receive the payments and benefits described above. In
addition, the Company will pay Mr. Peterson an amount equal
to 2 times the sum of (i) his annual base salary and (ii) an
amount equal to the annual bonus paid to him for the year
prior to the year of termination (such amount, the Cash
Severance). The Cash Severance will be paid in equal
installments over the 24-month period following Mr. Petersons
termination of employment; provided that payments in the
second 12-month period are subject to reduction for any
compensation that Mr. Peterson earns as an employee or
consultant during that period (with certain exceptions). The
Company will also contribute to costs of premiums owed in
respect of Mr. Petersons continuation of health coverage to
COBRA for the 24-month period following Mr. Petersons
termination or, if earlier, the date on which Mr. Peterson
becomes eligible for coverage under the plans of a subsequent
employer or is no longer eligible to receive benefits to
COBRA (the COBRA Benefits).
event the Company terminates Mr. Petersons employment without
cause (but for reasons other than death, disability or
non-renewal of the Employment Agreement), Mr. Peterson will
receive the payments and benefits described above. In
addition, the Company will pay Mr. Peterson an amount equal
to 2 times the sum of (i) his annual base salary and (ii) an
amount equal to the annual bonus paid to him for the year
prior to the year of termination (such amount, the Cash
Severance). The Cash Severance will be paid in equal
installments over the 24-month period following Mr. Petersons
termination of employment; provided that payments in the
second 12-month period are subject to reduction for any
compensation that Mr. Peterson earns as an employee or
consultant during that period (with certain exceptions). The
Company will also contribute to costs of premiums owed in
respect of Mr. Petersons continuation of health coverage to
COBRA for the 24-month period following Mr. Petersons
termination or, if earlier, the date on which Mr. Peterson
becomes eligible for coverage under the plans of a subsequent
employer or is no longer eligible to receive benefits to
COBRA (the COBRA Benefits).
Upon a change of control, the term of Mr. Petersons
Employment Agreement would be extended for 24 months from the
effective date of such change of control (if such extended
date would be longer than the expiration of the then-current
employment term) (such period, the Extended Period).
If, during the Extended Period, Mr. Peterson terminates his
employment for COC good reason (as defined in the Employment
Agreement) or if the Company terminates his employment other
than for cause, he would receive in a lump sum: (a) 2 times
the sum of (i) his base salary and (ii) his average gross
annual bonus earned over the previous 5 years (or a lesser
period based on the period for which Mr. Peterson was
employed by the Company); and (b) the COBRA Benefits. Mr.
Peterson would also receive the Prior Year Bonus, Pro-Rated
Bonus, Pro-Rated LTIP and the Restricted Stock Vesting. Any
such payment would not be subject to reduction for any
compensation that Mr. Peterson earns as an employee or
consultant following termination.
Employment Agreement would be extended for 24 months from the
effective date of such change of control (if such extended
date would be longer than the expiration of the then-current
employment term) (such period, the Extended Period).
If, during the Extended Period, Mr. Peterson terminates his
employment for COC good reason (as defined in the Employment
Agreement) or if the Company terminates his employment other
than for cause, he would receive in a lump sum: (a) 2 times
the sum of (i) his base salary and (ii) his average gross
annual bonus earned over the previous 5 years (or a lesser
period based on the period for which Mr. Peterson was
employed by the Company); and (b) the COBRA Benefits. Mr.
Peterson would also receive the Prior Year Bonus, Pro-Rated
Bonus, Pro-Rated LTIP and the Restricted Stock Vesting. Any
such payment would not be subject to reduction for any
compensation that Mr. Peterson earns as an employee or
consultant following termination.
Upon any termination of employment, Mr. Peterson will be
subject to non-compete restrictions for 1 year following the
termination date (or, if terminated without cause or for good
reason or COC good reason, for 2 years following the
termination date) (either such period, the Restricted
Period); provided that the non-compete shall only apply
following the expiration of the employment term if the
Company so elects and continues to pay Mr. Peterson his base
salary for the 1-year non-compete period. Mr. Peterson will
also be subject to non-solicitation restrictions with respect
to employees, customers and vendors during the Restricted
Period. The Companys obligation to provide the payments and
benefits described above are subject to Mr. Petersons
continued compliance with such non-competition and
non-solicitation restrictions during the Restricted Period.
subject to non-compete restrictions for 1 year following the
termination date (or, if terminated without cause or for good
reason or COC good reason, for 2 years following the
termination date) (either such period, the Restricted
Period); provided that the non-compete shall only apply
following the expiration of the employment term if the
Company so elects and continues to pay Mr. Peterson his base
salary for the 1-year non-compete period. Mr. Peterson will
also be subject to non-solicitation restrictions with respect
to employees, customers and vendors during the Restricted
Period. The Companys obligation to provide the payments and
benefits described above are subject to Mr. Petersons
continued compliance with such non-competition and
non-solicitation restrictions during the Restricted Period.
The above post-employment payments and benefits are subject
to Mr. Petersons execution of a valid release of claims.
to Mr. Petersons execution of a valid release of claims.
The foregoing description is qualified by reference to the
full text of the Employment Agreement, a copy of which is
attached to this Form 8-K as Exhibit 10.1 and it is
incorporated by reference in its entirety into this Item
5.02.
full text of the Employment Agreement, a copy of which is
attached to this Form 8-K as Exhibit 10.1 and it is
incorporated by reference in its entirety into this Item
5.02.
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.
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. Petersons
election is attached to this Form 8-K as Exhibit 99.1 and it
is incorporated by reference in its entirety into this Item
5.02.
election is attached to this Form 8-K as Exhibit 99.1 and it
is incorporated by reference in its entirety into this Item
5.02.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Agreement dated as of April 17, 2017 entered
into between Revlon, RCPC and Christopher Peterson. |
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| 99.1 |
Press Release, dated April 17, 2017.
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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. Revlon, Inc. (NYSE:REV) Recent Trading Information
Revlon, Inc. (NYSE:REV) closed its last trading session up +0.05 at 26.00 with 72,336 shares trading hands.