UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 10, 2020
(Date of earliest event reported: June 4,
2020)
Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-11178
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13-3662955
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One New York Plaza
New York, New York
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10004
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 527-4000
(Registrant’s telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) or 12(g) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Revlon, Inc.
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Class A Common Stock
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REV
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New York Stock Exchange
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Indicate by check mark whether each registrant is an "emerging growth company" as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) in Rule 12b-2 of the Exchange Act.
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Emerging Growth Company |
| Revlon, Inc. | Yes ☐ No ☒ |
If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07. Submission of Matters to a
Vote of Security Holders.
On June 4, 2020, Revlon, Inc. (the “Company”)
held its 2020 Annual Stockholders' Meeting (the "Meeting") at which the Company's stockholders:
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1.
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approved the election of the following persons as members of the Company’s Board of Directors to serve until the next annual
stockholders’ meeting and until such directors’ successors are elected and shall have been qualified: Ronald O. Perelman, Ambassador Nicole Avant, E. Scott Beattie, Alan Bernikow, Kristin Dolan, Mitra Hormozi, Ceci Kurzman, Victor Nichols,
Debra Perelman, Paul Savas, Barry Schwartz, Jonathan Schwartz and Cristiana Falcone Sorrell;
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2.
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ratified the Audit Committee’s selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2020; and
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3.
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approved, on a non-binding, advisory basis, the “say-on-pay” on the Company’s executive compensation.
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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:
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Proposal No. 1 – Election of Directors
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Ronald O. Perelman (Chairman)
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48,714,648
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1,752,154
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1,364,251
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Ambassador Nicole Avant
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50,374,816
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91,986
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1,364,251
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E. Scott Beattie
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50,091,867
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374,935
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1,364,251
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Alan Bernikow
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48,665,318
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1,801,484
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1,364,251
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Kristin Dolan
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50,200,841
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265,961
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1,364,251
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Mitra Hormozi
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50,090,888
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375,914
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1,364,251
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Ceci Kurzman
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50,152,397
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314,405
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1,364,251
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Victor Nichols
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50,091,674
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375,128
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1,364,251
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Debra Perelman
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50,207,263
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259,539
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1,364,251
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Paul Savas
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50,042,105
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424,697
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1,364,251
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Barry Schwartz
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48,997,846
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1,468,956
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1,364,251
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Jonathan Schwartz
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50,154,680
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312,122
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1,364,251
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Cristiana Falcone Sorrell
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50,381,726
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85,076
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1,364,251
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Proposal No. 2 – the ratification of the Audit Committee’s
selection of KPMG as the Company’s independent registered public accounting firm for 2020*:
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Votes For
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Votes Against
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Abstentions
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Ratification of KPMG
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51,716,835
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51,374
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62,844
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*There were no broker non-votes with respect to the ratification of the Audit Committee’s selection of KPMG, as this was a “routine”
proposal.
Proposal No. 3 – Non-Binding, Advisory “Say-On-Pay” Vote on the Company’s Executive Compensation:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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“Say-On-Pay”
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48,968,512
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1,479,722
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18,568
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1,364,251
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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REVLON, INC.
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By:
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/s/ Michael T. Sheehan
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Michael T. Sheehan
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Senior Vice President, Deputy General Counsel & Secretary
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June 10, 2020