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 8, 2022
(Date of earliest event reported: June 2, 2022 )
(Exact Name of Registrant as Specified in its Charter)
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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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(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)
(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):
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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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
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Revlon, Inc.
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Yes
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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. ☐
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2022, Revlon, Inc. (the “Company”) held its 2022 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, E. Scott Beattie, Alan Bernikow, Kristin Dolan, Cristiana Falcone, Ceci Kurzman, Victor Nichols, Debra Perelman and Barry Schwartz;
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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 2022; and
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3.
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approved the Fifth Amended and Restated Revlon, Inc. Stock Plan.
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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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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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47,441,199
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1,532,320
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2,474,884
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E. Scott Beattie
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48,427,918
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545,601
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2,474,884
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Alan Bernikow
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48,136,268
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837,251
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2,474,884
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Kristin Dolan
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48,266,143
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707,376
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2,474,884
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Cristiana Falcone
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48,788,552
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184,967
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2,474,884
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Ceci Kurzman
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48,269,150
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704,369
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2,474,884
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Victor Nichols
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48,266,693
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706,826
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2,474,884
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Debra Perelman
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48,672,818
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300,701
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2,474,884
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Barry Schwartz
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48,785,575
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187,944
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2,474,884
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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 2022*:
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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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51,317,680
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88,365
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42,046
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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 – approval of the Fifth Amended and Restated Revlon, Inc. Stock Plan:
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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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Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan
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48,567,256
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310,098
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95,853
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2,474,884
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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/ Andrew Kidd
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Andrew Kidd
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Executive Vice President & General Counsel
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June 8, 2022