UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant x☒

Filed by a Party other than the Registrant¨o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to Rule 14a-12

REVLON, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

REVLON, INC.

237 PARK AVENUE

NEW YORK, NY 10017

April 25, 201324, 2014

Dear Stockholders:

You are cordially invited to attend the 2013Revlon, Inc.’s 2014 Annual Stockholders’ Meeting. The 2014 Annual Meeting of Stockholders of Revlon, Inc., which will be held at 10:00 a.m., Eastern Time, on Thursday,Tuesday, June 6, 2013,10, 2014, at Revlon’sRevlon's Research Center at 2121 Route 27, Edison, NJ 08818. The matters to be acted upon at the meeting are described in the accompanying Notice of Annual Stockholders’ Meeting of Stockholders and Proxy Statement. Please also see the accompanying Notice of Annual Stockholders’ Meeting of Stockholders and Proxy Statement for important information that you will need in order to pre-register for admission to the meeting, if you plan to attend in person.

While stockholders may exercise their right to vote their shares in person at the 2014 Annual Meeting, we recognize that many stockholders may not be able to attend the 2013 Annual Meeting. In accordance with rules adopted by the U.S. Securities and Exchange Commission, wemeeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (instead of a paper copy of the Proxy Statement and our 2012 Annual Report) which contains(the “Internet Notice”) containing instructions on how stockholders can access the proxy materials over the Internet and vote electronically.

The Notice of Internet Availability of Proxy MaterialsNotice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 20122013 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 25, 2013.24, 2014.

Whether or not you plan to attend the 20132014 Annual Meeting, we encourage you to vote your shares, regardless of the number of shares you hold, by utilizing the voting options available to you as described in the Notice of Internet Availability of Proxy MaterialsNotice and our Proxy Statement. This will not restrict your right to attend the 20132014 Annual Meeting and vote your shares in person, shouldif you wish to change your prior vote.

Thank you.

Sincerely yours,

Alan T. Ennis

Lorenzo Delpani
President and Chief Executive Officer

REVLON, INC.

237 PARK AVENUE

NEW YORK, NY 10017

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING OF STOCKHOLDERS

To the Stockholders of Revlon, Inc. Stockholders

The 20132014 Annual Stockholders’ Meeting of Stockholders of Revlon, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m., Eastern Time, on Thursday,Tuesday, June 6, 2013,10, 2014, at Revlon’sRevlon's Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 20132014 Annual Meeting:

1. the election of the following persons as members of the Company’sCompany's Board of Directors to serve until the next annual stockholders’ meeting and until such directors’directors' successors are elected and shall have been qualified: Ronald O. Perelman, Alan S. Bernikow, Diana F. Cantor, Lorenzo Delpani, Viet D. Dinh, Alan T. Ennis, Meyer Feldberg, David L. Kennedy, CeceliaRobert K. Kretzman, Ceci Kurzman, Debra L. Lee, Tamara Mellon, Barry F. Schwartz, and Kathi P. Seifert;Seifert and Cristiana Falcone Sorrell;

2. the ratification of the Audit Committee’s selection of KPMG LLP as the Company’sCompany's independent registered public accounting firm for 2013;

3. the non-binding, advisory “say-on-pay” vote of stockholders on the Company's executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement;

4. to act upon a stockholder proposal, if presented at the 2014 Annual Meeting, that requests the Company to provide an annual report to stockholders disclosing the Company’s policy on animal testing; and

3.5. the transaction of such other business as may properly come before the 20132014 Annual Meeting.Meeting or at any adjournment of such meeting.

A Proxy Statement describing the matters to be considered at the 20132014 Annual Meeting accompanies this notice. Only stockholders of record of Revlon, Inc. Class A Common Stock at 5:00 p.m., Eastern Time, on April 12, 201314, 2014 are entitled to notice of, and to vote at, the 20132014 Annual Meeting and at any adjournments thereof. of such meeting.

For at least ten10 days prior to the 20132014 Annual Meeting, a list of stockholders entitled to vote at the 20132014 Annual Meeting will be available for inspection during normal business hours at the offices of the Company’sCompany's Secretary at 237 Park Avenue, 14th Floor, New York, NY 10017, and such10017. Such list also will be available at the 20132014 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the June 6, 2013 AnnualMaterials:

Stockholders’ Meeting:

We are delivering ourOur Proxy Statement and 20122013 Annual Report under U.S. Securities and Exchange Commission rules that require companies to make proxy materialsare available to their stockholders over the Internet and to furnish notice of Internet access to such materials. Accordingly, we are sendingInternet. We have furnished the Company’s stockholders with a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) informing them of their ability to all of our stockholders (stockholdersaccess the proxy materials on the Internet.

Stockholders who have a request for paper copies on file with our transfer agent or their broker will receive paper copies of our proxy materials in the mail).mail. A paper copy of our proxy materials may be requested through one of the methods described in the Notice of Internet Availability of Proxy Materials.Notice. Our Proxy Statement, including the Notice of Annual Stockholders’ Meeting, of Stockholders, and our 20122013 Annual Report to Stockholders are available atwww.proxyvote.com (where stockholders may also vote their shares over the Internet) and atwww.revloninc.com.

Whether or not you plan to attend the 20132014 Annual Meeting, your vote is important. Please promptly submit your proxy by Internet, telephone or mail by following the instructions found on your Notice of Internet Availability of Proxy MaterialsNotice or proxy card. Your proxy can be withdrawn by you at any time before it is voted at the 20132014 Annual Meeting.

If you plan to attend the 20132014 Annual Meeting in person, you should check the appropriate box on your proxy card (oror, if you are voting on the Internet, indicate when prompted that you will attend when prompted by electronic voting means whichin person. To be admitted to the 2014 Annual Meeting, you may access) indicating that you intend to do so. You will need to present valid picture identification, such as a driver’sdriver's license or passport, in order to be admitted to the meeting. passport.

If your shares are held other than as a stockholder of

record (such as beneficially through a brokerage, bank or other nominee account), to be admitted to the 2014 Annual Meeting you will also need to present original documents (copies will

(not be accepted)copies) to evidence your stock ownership as of the April 12, 201314, 2014 record date, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted),or your brokerage account statement demonstrating that you held Revlon, Inc. Class A Common Stock Class B Common Stock or Series A Preferred Stock (“voting capital stock”) in your account on the April 12, 201314, 2014 record date, or, ifdate.

For admission to the 2014 Annual Meeting, you did not already return it to your bank or broker,may present an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. voting capital stockClass A Common Stock in your account on the April 12, 201314, 2014 record date.date, if you did not already return such form to your bank or broker. Copies and “Requests for Admission” will not be accepted. Please see our Proxy Statement for information on how to pre-register for the meeting, should you wish to attend.

As previously disclosed, in September 2008, the Company completed a 1-for-10 reverse stock split of its Class A and Class B Common Stock (the “Reverse Stock Split”) pursuant to which each ten (10) shares of Revlon, Inc. Class A and Class B Common Stock issued and outstanding immediately prior to 11:59 p.m. on September 15, 2008 were automatically combined into one (1) share of Class A Common Stock and Class B Common Stock, respectively, subject to the elimination of fractional shares. The Company has determined that stockholders who have not yet surrendered their shares to the Company’s transfer agent for exchange in connection with the Reverse Stock Split will be considered stockholders of record and will be permitted to receive these proxy materials, vote their shares (after giving effect to the 1-for-10 Reverse Stock Split) and attend the 2013 Annual Meeting.

In order toTo expedite the admission registration process, we encourage stockholders to pre-register in accordance withfollow the pre-registration procedures set forth in ourthis Proxy Statement.

Thank you.

By Order of the Board of Directors

Michael T. Sheehan

Senior Vice President, Deputy General Counsel

and Secretary

April 25, 201324, 2014

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. The following description is only a summary; forFor more information, you should carefully read and consider the entire Proxy Statement, as well as the Company’s 20122013 Annual Report, before voting on the matters presented in this Proxy Statement.

Board Nominees

The following table provides summary information about each Director nominee. Each Director nominee is a current standing Director of the Company (other than Ms. Cantor, who is a new nominee).Company. Each Director is elected annually by a plurality of the votes cast.

Auditors

As a matter of good corporate practice, the Company is asking its stockholders to ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2013. Set forth below is a summary of information with respect to KPMG LLP’s fees for services provided in 2012 and 2011 (dollars are in millions).

accounting firm for 2014); (3) FOR Proposal No. 3 (the non-binding, advisory approval of the Company's executive compensation, through the non-binding, advisory “say-on-pay” vote); and (4) AGAINST Proposal No. 4 (the stockholder proposal).

Although we are not aware of any other matter that maywill be properly presented at the 20132014 Annual Meeting, if any other matter is properly presented, the persons designated by the Company as proxies may vote on such matters in their discretion.

If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee to change or revoke your vote.

To revoke a vote previously submitted electronically through the Internet or by telephone, you may simply vote again at a later date, using the same procedures, in which case the later submitted vote will be recorded and the earlier vote revoked.

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To attend the 20132014 Annual Meeting, please follow these instructions:

If

In order to ensure the safety and security of our meeting attendees, packages and bags may be inspected and may have to be checked and, in some cases, may not be permitted. We thank you in advance for your cooperation with these security measures.

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REVLON, INC.

PROXY STATEMENT

Annual Stockholders’ Meeting of Stockholders

to be held on June 6, 201310, 2014

This Proxy Statement is being furnished on or about April 25, 201324, 2014 by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Revlon, Inc. (the “Company” or “Revlon”) in connection with the solicitation of proxies to be voted at the 20132014 Annual Stockholders’ Meeting (the “2014 Annual Meeting”). The 2014 Annual Meeting of Stockholders (the “2013 Annual Meeting”)is scheduled to be held at 10:00 a.m., Eastern Time, on Thursday,Tuesday, June 6, 2013,10, 2014, at Revlon’sRevlon's Research Center at 2121 Route 27, Edison, NJ 08818, and at any adjournments thereof.of such meeting. The 20122013 Annual Report furnished with our Proxy Statement does not form any part of the material for the solicitation of proxies.

Pursuant to the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), weWe are required to provideproviding our stockholders with access to our proxy materials over the Internet, rather than only in paper form.Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Internet Notice”), rather than a printed copy of the proxy materials, to our stockholders of record as of April 12, 2013.14, 2014. You will not receive a printed copy of the proxy materials unless you already had a request for paper copies on file with our transfer agent or your broker. If you want to receive paper copies of the proxy materials, you must request them through one of the methods identified elsewhere in this Proxy Statement or in the Internet Notice. There is no charge imposed by the Company for requesting paper copies. Our proxy materials, including the Internet Notice, are being made available to stockholders entitled to vote at the 20132014 Annual Meeting.

At the 20132014 Annual Meeting, the Company’sCompany's stockholders will be asked to:

(1) elect the following persons as directors of the CompanyCompany’s directors until the Company’sCompany's next annual stockholders’stockholders' meeting and until each such director’sdirector's successor is duly elected and has been qualified: Ronald O. Perelman, Alan S. Bernikow, Diana F. Cantor, Lorenzo Delpani, Viet D. Dinh, Alan T. Ennis, Meyer Feldberg, David L. Kennedy, CeceliaRobert K. Kretzman, Ceci Kurzman, Debra L. Lee, Tamara Mellon, Barry F. Schwartz, and Kathi P. Seifert; Seifert and Cristiana Falcone Sorrell;

(2) ratify the Audit Committee’s selection of KPMG LLP (“KPMG”) as the Company’sCompany's independent registered public accounting firm for 2013;2014;

(3) provide their non-binding, advisory “say-on-pay” approval of the Company's executive compensation;

(4) consider a stockholder proposal; and (3)

(5) take such other action as may properly come before the 20132014 Annual Meeting or at any adjournments thereof.of such meeting.

The Company’sCompany's principal executive offices are located at 237 Park Avenue, New York, NY 10017, and its main telephone number is (212) 527-4000.

Required Identification and Other Instructions for Attendees at the 20132014 Annual Meeting

In order to be admitted to the 20132014 Annual Meeting in person, you should check the appropriate box on your proxy card (or indicate that you will attend when prompted by electronic voting means which you may access) indicating that you intend to attend in person. If you are voting electronically, please indicate that you will attend the 2014 Meeting in person andwhen prompted during the Internet voting process. To attend the 2014 Annual Meeting in person, you will need to present valid picture identification, such as a driver’sdriver's license or passport, as well as original proof of ownership of shares of Revlon, Inc. Class A Common Stock Class B Common Stock or Series A Preferred Stock as of 5:00 p.m., Eastern Time, on the April 12, 201314, 2014 record date.

If your shares are held other than as a stockholder of record (such as beneficially through a brokerage, bank or other nominee account), you will need to present original documents (copies will not be accepted) to evidence your stock ownership as of 5:00 p.m., Eastern Time, on the April 12, 201314, 2014 record date, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted) or your brokerage account statement demonstrating that you held Revlon, Inc. voting capital stockClass A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 12, 201314, 2014 record date, or, ifdate. If you did not already return it to your bank or broker, you will need to present an original voting instruction form issued by your bank or broker demonstrating that you held Revlon, Inc. voting capital stockClass A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 12, 201314, 2014 record date. Copies and “Requests for Admission” will not be accepted.

were issued and outstanding: (i) 49,231,798outstanding 52,356,798 shares of the Company’sCompany's Class A Common Stock, each of which is entitled to one vote, (ii) 3,125,000vote. Such shares represent all of the Company’s Class B Common Stock, each of which is entitled to 10 votes,issued and (iii) 9,336,905outstanding shares of voting capital stock as of such date. As of the Company’s Preferred Stock, each of which is entitled to one vote.Record Date, Mr. Ronald O. Perelman, Chairman of the Board of Directors, directly and indirectly through MacAndrews & Forbes Holdings Inc., of which Mr. Perelman is the sole stockholder (together with certain of its affiliates (other than the Company or its subsidiaries), “MacAndrews & Forbes”), beneficially owned approximately 77%40,669,640 shares of the combinedClass A Common Stock, representing approximately 78% of the voting power of the outstanding shares of the Company’s Voting Capital Stock as of the Record Date that are entitled to vote at the 2013 Annual Meeting.such stock.

The presence in person or by duly submitted proxy of the holders of a majority inof the total number of votes of the issued and outstanding shares of Voting CapitalClass A Common Stock entitled to vote at the 20132014 Annual Meeting is necessary to constitute a quorum in order to transact business at suchthe meeting. Abstentions and, aswill be included in the calculation of the number of shares present at the 2014 Annual Meeting for the purposes of determining a quorum.

As there is at least one “routine” matter (under applicable NYSE rules) for consideration at the 20132014 Annual Meeting, “broker non-votes,” if any, will also be included in the calculation of the number of shares present at the 20132014 Annual Meeting for the purposes of determining a quorum. “Broker non-votes” are shares held by a broker, trustee or nominee that are not voted because the broker, trustee or nominee does not have discretionary voting power on a particular proposal and does not receive voting instructions from the beneficial owner of the shares.

Brokers will not be allowed to vote shares as to which they have not received voting instructions from the beneficial owner with respect to Proposal No. 1 (the election of directors), Proposal No. 3 (“say-on-pay”) or Proposal No. 4 (stockholder proposal). Accordingly, broker non-votes will not be counted as a vote for or against this proposal. any of these proposals.

For shares as to which theybrokers have not received voting instructions from the beneficial owner, brokers will be able to vote on Proposal No. 2 (ratification of the Audit Committee’s selection of itsKPMG as the Company’s independent registered public accounting firm for 2013)2014), as this is considered a “routine” matter under applicable NYSE rules for which brokers have discretionary voting power.

MacAndrews & Forbes has informed the Company that it will duly submit proxies (1) FOR the election to the Board of Directors of each of the 12 nominees identified in this Proxy Statement; and (2) FOR the ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2013. proxies:

Accordingly, with MacAndrews & Forbes’ vote, there will be a quorum andfor the affirmative vote of2014 Annual Meeting. MacAndrews & Forbes isForbes’ vote will also be sufficient, without the concurring vote of any of the Company’sCompany's other stockholders, to approve and adopt Proposal Nos. 1, 2 and 23 and to be considered at the 2013 Annual Meeting.reject Proposal No. 4.

If shares of Class A Common Stock are held as of the Record Date for the account of participants under the Revlon Employees’Employees' Savings, Investment and Profit Sharing Plan (the “401(k) Plan”), the trustee for the 401(k) Plan trustee will vote those shares pursuant to the instructions given by the 401(k) Plan participants on their respective voting instruction forms. If the 401(k) Plan trustee does not otherwise receive voting instructions for shares held on account of a 401(k) Plan participant, the 401(k) Plan trustee, in accordance with the 401(k) Plan trust agreement, will vote any such unvoted shares in the same proportion as it votes those shares allocated to 401(k) Plan participants’participants' accounts for which voting instructions were received by the trustee.

401(k) Plan participants must cast their votes in accordance with the instructions provided in the proxy materials so that they are received by the 401(k) Plan trustee by 11:59 p.m. Eastern Time on May 24, 201327, 2014 to allow the 401(k) Plan trustee time to receive such voting instructions and vote on behalf of participants in the 401(k) Plan.Plan participants. Voting instructions received from 401(k) Plan participants after this deadline, under any method, will not be considered timely and will be voted by the 401(k) Plan trustee at the 20132014 Annual Meeting in the manner described in this paragraph above.

Only holders of record of shares of the Company’s Voting CapitalCompany's Class A Common Stock on the Record Date will be entitled to notice of and to vote at the 20132014 Annual Meeting or at any adjournments thereof.of such meeting. Stockholders will be entitled to vote the number of voting sharesClass A Common Stock held by them on the Record Date.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 14 NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.

The Board of Directors unanimously recommends that stockholders vote FOR the election to the Board of Directors of each of the 12 nominees identified below.

Nominees for Election as Directors

The name, age (as of December 31, 2012)2013), principal occupation for the last five5 years, public company board service for the last five5 years, selected biographical information and period of service as a Company Director of the Company offor each of the Director nominees for election as a director are set forth below.follow:

Mr. Perelman (69)(70) has been Chairman of the Board of Directors of the Company and of Revlon Consumer Products Corporation, the Company’sCompany's wholly-owned operating subsidiary (“Products Corporation”), since June 1998 and a Director of the Company and of Products Corporation since their respective formations in 1992. Mr. Perelman has been Chairman of the Board and Chief Executive Officer of MacAndrews & Forbes, a diversified holding company, and certain of its affiliates since 1980. Mr. Perelman has also served as Chairman of the Board of Directors of Scientific Games Corporation (“Scientific Games”) since November 2013. Mr. Perelman has served on the Boards of Directors of the following companies which were required to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or were registered investment companies under the Investment Company Act of 1940 (the “1940 Act”) (in either case, referred to herein as “public reporting companies”) within the last five5 years: the Company (1992 — present); Products Corporation (1992 — present); Scientific Games Corporation (“Scientific Games”) (2003 — present); Allied Security Holdings LLC (“Allied Security”) (2004 — 2008); and M & F Worldwide Corp. (1995 — present)2011), a holding company that owns and operates various businesses (“M & F Worldwide”), for which Mr. Perelman has served as Chairman of the Board of Directors since 2007 and as a director since 1995 (note, M & F Worldwide ceased being a public reporting company under the Exchange Act in December 2011).1995.

Mr. Bernikow (72)(73) has been a Director of the Company and of Products Corporation since September 2003. Mr. Bernikow has served on the Board of Directors of Premier American Bank, N.A. since January 2010 as well as on the Board of Directors of such bank’sbank's parent holding company, Bond Street Holdings, Inc., since October 2010. From 1998 until his retirement in May 2003, Mr. Bernikow served as the Deputy Chief Executive Officer of Deloitte & Touche LLP (“D&T”). Prior to that, Mr. Bernikow held various senior executive positions at D&T and various of its predecessor companies, which he joined in 1977. Previously, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966.Mr.1966.Mr. Bernikow serves as Chairman of the Company’sCompany's Audit Committee and Chairman of the Company’sCompany's Compensation Committee. Mr. Bernikow has served on the Boards of Directors or Trustees of the following public reporting companies within the last five5 years: the Company (2003 — present); Products Corporation (2003 — present); Casual Male Retail Group, Inc. (“Casual Male”) (2003 — present), for which he also currently serves as a member of its audit committee;Audit Committee; Mack-Cali Realty Corporation (“Mack-Cali”) (2004 — present), for which he also currently serves as chairmanChairman of its audit committee;Audit Committee; and certain funds (the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates, serves as investment advisor, sub-advisor or manager (2005 — present), and for which he serves as Chairman of its audit committee.Audit Committee.

Ms. Cantor (55), who is(56) has been a new director nominee for the Company Director since June 2013. She is a Partner of Alternative Investment Management, LLC, an independent privately-held investment management firm, (“Alternative Investment Management”), a position she has held since January 2010. In addition, Ms. Cantor is the co-founder and Managing Director of Hudson James Group LLC, a strategic advisory firm providing consulting services in the public and private sectors. Ms. Cantor also serves as the Chairman of the Board of Trustees of the Virginia Retirement System,

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for which she is a member of its Audit and Compliance Committee. Ms. Cantor served as a Managing Director of the New York Private Bank & Trust (the wealth management division of Emigrant Bank) from January 2008 through December 2009. From 1996 to January 2008, she served as the Founder and Executive Director of the Virginia College Savings Plan, an independent agency of the Commonwealth of Virginia. Ms. Cantor served from 1990 to 1997 as Vice President of Richmond Resources, Ltd. and from 1985 to 1990 as Vice President of Goldman, Sachs & Co. She previously was an associate at the law firm Kaye Scholer LLP from 1983 to 1985. Ms. Cantor serves as a member of the Company’s Audit Committee. Ms. Cantor has served on the boards of directors of the following public reporting companies within the last five (5)5 years: Media General, Inc. (“Media General”) (2005 — present), for which she also currently serves as chairChair of its audit committee;Audit Committee; Domino’s Pizza, Inc. (“Domino’s Pizza”) (2005 — present), for which she also currently serves as chairChair of its audit committee;Audit Committee; The Edelman Financial Group Inc. (2011 — 2012); and Universal Corporation (2012 — present), for which she.

Mr. Delpani (45) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since November 2013. Mr. Delpani has also currently servesserved as a memberDirector of the Company and Products Corporation since

November 2013. Prior to joining the Company in October 2013 as part of the Company’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), Mr. Delpani served as The Colomer Group’s Chief Executive Officer since May 2007. Before joining The Colomer Group, from 2005 to 2007 Mr. Delpani provided innovation and new venture development guidance to various clients as a consultant. Previously, Mr. Delpani served in various senior executive positions at Reckitt Benckiser plc, and/or certain of its audit committee.affiliates and predecessors, from 1998 to 2005, including responsibility for southwestern Europe and for new product initiatives, as well as e-business. Prior to working at Reckitt Benckiser plc, Mr. Delpani held various senior marketing and executive positions, from 1993 to 1998, with Johnson & Johnson and The Procter & Gamble Company. Mr. Delpani has served on the Board of Directors of the following public reporting companies within the last 5 years: the Company (2013 — present); and Products Corporation (2013 — present).

Mr. Dinh (44)(45) has been a Director of the Company and of Products Corporation since June 2012. Mr. Dinh is the founding partner of Bancroft PLLC, a law and strategic consulting firm which he founded in 2003, and2003. Mr. Dinh is also a tenured law professor at the Georgetown University Law Center, where he has taught since 1996. In addition, Mr. Dinh serves as the General Counsel and Corporate Secretary of Strayer Education, Inc., an education services holding company that owns Strayer University, whicha holding company he joined in 2010. From 2001 to 2003, Mr. Dinh served as Assistant Attorney General for Legal Policy at the U.S. Department of Justice. Mr. Dinh serves as a member of the Company’s Nominating and Corporate Governance Committee. Mr. Dinh has served on the Boards of Directors of the following public reporting companies within the last five5 years: Twenty-First Century Fox, Inc. (formerly known as News CorporationCorporation) (2004 — present);, for which he also serves as a member of its audit committee; M & F Worldwide (2007 — 2011 (note, M & F Worldwide ceased being a public reporting company under the Exchange Act in December 2011)); The Orchard, Inc. (2007 — 2010); and the Company (2012 — present).

Mr. Ennis (42) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since May 2009. Mr. Ennis has served as a Director of the Company and of Products Corporation since March 2009. Mr. Ennis served as President, Revlon International from May 2008 to March 2009. Mr. Ennis served as the Company’s and Products Corporation’s Executive Vice President and Chief Financial Officer from November 2006 to May 2009, Treasurer from June 2008 to May 2009, and Corporate Controller and Chief Accounting Officer from September 2006 to March 2007. From March 2005 to September 2006, Mr. Ennis served as the Company’s Senior Vice President, Internal Audit. From 1997 through 2005, Mr. Ennis held several senior financial positions with Ingersoll-Rand Company Limited, a NYSE-listed company, where his duties included regional responsibility for Internal Audit in Europe and global responsibility for financial planning and analysis. Mr. Ennis began his career in 1991 with Arthur Andersen in Ireland. Mr. Ennis is a Chartered Accountant and member of the Institute of Chartered Accountants in Ireland. Mr. Ennis has served as a director of the Ireland — U.S. Council, a non-profit organization that seeks to build business links between America and Ireland, since November 2009. Mr. Ennis has a Bachelor of Commerce Degree from University College, Dublin, Ireland, and a Master of Business Administration Degree from New York University, New York, NY. Mr. Ennis has served on the Boards of Directors of the following public reporting companies within the last five years: the Company (2009 — present); and Products Corporation (2009(2012 — present).

Professor Feldberg (70)(71) has been a Director of the Company since February 1997. Professor Feldberg has been a Senior Advisor with Morgan Stanley since March 2005 and has been the Dean Emeritus and the Professor of Leadership and Ethics at Columbia Business School, New York City, since July 2004. Professor Feldberg also serves as an Advisory Director of Welsh, Carson, Anderson & Stowe, a private equity investment firm. He was the Dean of Columbia Business School from July 1989 through June 2004. Since 2007, Professor Feldberg has served as the President of NYC Global Partners, an office in the New York City Mayor’s office that manages the relationships between New York City and other cities around the world.world, from 2007 to 2013. Professor Feldberg serves as Chairman of the Company’sCompany's Nominating and Corporate Governance Committee and as a member of the Company’sCompany's Audit Committee. Professor Feldberg has served on the Boards of Directors of the following public reporting companies within the last five5 years: Macy’s,Macy's, Inc. (“Macy’s”) (1992 — present); the Company (1997 — present); PRIMEDIA Inc. (“PRIMEDIA”) (1997 — 2011); UBS Funds (2001 — present); and Sappi Limited (“Sappi”) (2002 — 2012).

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Mr. Kennedy (66)(67) has been the Company’sCompany's and Products Corporation’sCorporation's Vice Chairman of the Board of Directors since May 2009.2009 (including serving in that capacity as an executive officer until November 2013). Mr. Kennedy has served as a Director of the Company and of Products Corporation since September 2006. Mr. Kennedy has also served as President and Chief Executive Officer of Scientific Games since November 2013 and as Vice Chairman of Scientific Games since October 2009. Previously, Mr. Kennedy served as Scientific Games’ Chief Administrative Officer from April 2011 to March 2012. Mr. Kennedy served as President of MacAndrews & Forbes from January 2013 to November 2013 and as Senior Executive Vice President of MacAndrews & Forbes sincefrom May 2009. Mr. Kennedy served as Chief Administrative Officer of Scientific Games from April 20112009 to MarchDecember 2012. Mr. Kennedy has served as Vice Chairman of Scientific Games since October 2009. Mr. Kennedy served as the Company’sCompany's and Products Corporation’sCorporation's interim Chief Executive Officer during October 2013; President and Chief Executive Officer from September 2006 to May 2009, and2009; Executive Vice President, Chief Financial Officer and Treasurer from March 2006 to September 2006,2006; and as the Company’sCompany's Executive Vice President and Products Corporation’sCorporation's President, International from June 2002 until March 2006. From 1998 until 2001, Mr. Kennedy was Managing Director (CEO) and a member of the Board of Directors of Coca-Cola Amatil Limited, a publicly-traded company headquartered in Sydney, Australia and listed on the Sydney Stock Exchange (“Coca-Cola Amatil”).Exchange. From 1992 to 1997, Mr. Kennedy served as General Manager of the Coca-Cola USA Fountain Division, a unit of The Coca-Cola Company, (“Coca-Cola”), which he joined in 1980. Mr. Kennedy has served on the Boards of Directors of the following public reporting companies within the last five5 years: the Company (2006 — present); Products Corporation (2006 — present); and Scientific Games (2009 — present).

Mr. Kretzman (62) has been a Company Director since October 2013. Mr. Kretzman retired as the Company’s Executive Vice President on December 31, 2013 following a 25-year career with the Company. Most recently, Mr. Kretzman served as the Company's and Products Corporation's Executive Vice President from October 2013 to December 2013 and as the Company’s and Products Corporation’s Executive Vice President and Chief

Administrative Officer from November 2010 to September 2013. Formerly, he served as the Company’s and Products Corporation’s General Counsel, from January 2000 to March 2011; Chief Legal Officer, from December 2003 to November 2010; and Executive Vice President, Human Resources, from October 2006 to November 2010. Mr. Kretzman formerly served as the Company's and Products Corporation's Secretary from September 1992 to June 2009. Mr. Kretzman served as the Company's and Products Corporation's Senior Vice President and General Counsel from January 2000 until December 2003. Prior to becoming General Counsel, Mr. Kretzman served as Senior Vice President and Deputy General Counsel, from March 1998 to January 2000; as Vice President and Deputy General Counsel, from January 1997 to March 1998; and as Vice President, Law from September 1992 to January 1997. Mr. Kretzman joined the Company in 1988 as Senior Counsel responsible for mergers and acquisitions. Mr. Kretzman also served as the Company's Corporate Compliance Officer from January 2000 through March 2012. Mr. Kretzman serves as a member of the Company’s Compensation Committee. Mr. Kretzman has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2013 — present).

Ms. Kurzman (43)(44) has been a Company Director of the Company since February 2013. Ms. Kurzman serves as President of Nexus Management Group, Inc. (“Nexus Management”), a talent representation and consulting group which she founded in 2004. Prior to founding Nexus Management, Ms. Kurzman joined Epic/Sony Music in 1997 as Vice President of Worldwide Marketing and held positions of increasing responsibility there until 2004. From 1992 to 1997, Ms. Kurzman held positions of increasing responsibility at Arista Records, including serving as Director of Artist Development. Ms. Kurzman serves as a member of the Company’s Compensation Committee. Ms. Kurzman has served on the Board of Directors of the following public reporting company within the last 5 years: the Company (2013 — present).

Ms. Lee (58)(59) has been a Company Director of the Company since January 2006. Ms. Lee is Chairman and Chief Executive Officer of BET Networks, (“BET”), a division of Viacom Inc., a global media and entertainment company that owns and operates Black Entertainment Television. Ms. Lee has held executive management positions of increasing responsibility with BET since joining that company in 1986. Prior to joining BET, Ms. Lee was an attorney with the Washington, D.C.-based law firm of Steptoe & Johnson. Ms. Lee serves as a member of the Company’sCompany's Nominating and Corporate Governance Committee. Ms. Lee has served on the Boards of Directors of the following public reporting companies within the last five5 years: Eastman Kodak Company (“Kodak”) (1999 — 2011); WGL Holdings, Inc. (“WGL”) (2000 — present), for which she also serves as a member of the audit committee; Marriott International, Inc. (“Marriott”) (2004 — present); and the Company (2006 — present).

Ms. Mellon (45)(46) has been a Company Director of the Company since August 2008. Ms. Mellon ishas served as the President of TMellon Enterprises LLC.LLC since 2011. In 1996, Ms. Mellon founded and thereafter until November 2011 served in a senior executive capacity with J. Choo Limited, (“Jimmy Choo”), a leading manufacturer and international retailer of glamorous, ready-to-wear women’swomen's shoes and accessories based in London, England, including serving most recently as its Chief Creative Officer. Prior to that, Ms. Mellon served as accessories editor forBritish Vogue magazine, since 1990, and previously held positions atMirabellamagazine and Phyllis Walters Public Relations. Ms. Mellon also serves on the Board of Directors and on the Creative Advisory Board of The H Company Holdings, LLC, a privately held holding company which owns and manages the Halston fashion design company. Ms. Mellon has served on the Board of Directors of the following public reporting company within the last five5 years: the Company (2008 — present).

Mr. Schwartz (63) (64)has been a Company Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Executive Vice Chairman of MacAndrews & Forbes since October 2007. Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes from 1989 to 1993 and as Executive Vice President and General Counsel of MacAndrews & Forbes and various of its affiliates from 1993 to 2007. Mr. Schwartz serves as the ChairpersonChairman of the Board of Trustees of Kenyon College. Mr. Schwartz is alsoCollege; a Trustee of the City University of New York; a member of the Board of Visitors of the Georgetown University Law Center.Center; and a member of the Board of Directors of each of the following civic organizations: Jazz at Lincoln Center; New York City Center and Human Rights First. Mr. Schwartz serves as a member of the Company’s CompensationCompany's Nominating and Corporate Governance Committee. Mr. Schwartz has served on the Boards of Directors of the

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following public reporting companies within the last five5 years: Scientific Games (2003 — present); Products Corporation (2004 — present); Harland Clarke Holdings Corp. (2005 — present)2014); Allied Security (2007 — 2008); the Company (2007 — present); and M & F Worldwide (2008 — present; note, M & F Worldwide ceased being a public reporting company under the Exchange Act in December 2011).

Ms. Seifert (63)(64) has been a Company Director of the Company since January 2006. Ms. Seifert has been President of Katapult, LLC, a business consulting company, since July 2004. Ms. Seifert served as Corporate Executive Vice President — Personal Care of Kimberly-Clark Corporation, a global health and hygiene company, (“Kimberly-Clark”), from 1999 until her retirement in June 2004. Ms. Seifert joined Kimberly-Clark in 1978 and, prior to her retirement, served in several senior

executive positions in connection with Kimberly-Clark’sKimberly-Clark's domestic and international consumer products businesses. Prior to joining Kimberly-Clark, Ms. Seifert held management positions at The Procter & Gamble Company, Beatrice Foods, Inc. and Fort Howard Paper Company. Ms. Seifert serves as a member of the Company’sCompany's Audit Committee and its Compensation Committee. Ms. Seifert has served on the Boards of Directors of the following public reporting companies within the last five5 years: Eli Lilly & Company (1995 — present), for which she also currently serves as a member of its audit committee (“Eli Lilly”);committee; Paperweight Development Corp. (2004 — present) (“Paperweight Development”); Appleton PapersAppvion, Inc. (2004 — present) (“Appleton”); the Company (2006 — present); Lexmark International, Inc. (2006 — present) (“Lexmark”); and Supervalu Inc. (2006 — 2013) (“Supervalu”).

Ms. Falcone Sorrell (40) has been a Company Director since March 2014. She serves as Senior Adviser to the Chairman at the World Economic Forum, a position she has held since 2009, and as Principal Consultant, Office of Outreach and Partnership for the Inter-American Development Bank, a position she has held since 2010. Prior to joining the World Economic Forum in 2004, Ms. Falcone Sorrell held positions at the International Labor Organization from 2002 to 2004 and Shell London Ltd. from 2001 to 2002. During the past 5 years, Ms. Falcone Sorrell has served on the Boards of Directors of the following public reporting companies: Viacom, Inc. (2013 — present) and the Company (2014 — present).

The Board has established audit, governance and compensation committees, each operating under written charters, to assist the Board in its oversight functions, and in each case those committees are comprised of at least a majority of independent Directors (with each of the Board’sDirectors. The Board's Audit Committee and Governance Committee beingis comprised entirely of independent directors and three3 of the four4 members of each of the Compensation Committee beingand the Governance Committee qualify as independent directors). directors.

The qualifications and experience of nominees for board service and committee membership are reviewed annually by the Governance Committee. Nominees for board membership are then recommended by such committee for appointment by the Board. Respective committee chairmen lead each committee. The Company has not established a “lead director” role. At Board and committee meetings, the Chairman of the Board and the Chairman of each such committee, or their respective designees, as applicable, presides for the purpose of conducting an orderly and efficient meeting. Independent directors or any other director may lead or initiate discussion, in the interest of promoting thorough consideration of any issue before the Board or any of its committees.

The Company has historically maintained separate positions of Chairman and Chief Executive Officer. Mr. Perelman, Chairman and Chief Executive Officer of MacAndrews & Forbes, has held the position of Chairman of the Company’sCompany's Board since June 1998 and Mr. EnnisDelpani has held the positionpositions of President and Chief Executive Officer of the Company since May 2009.November 2013 (during 2013, Mr. Alan Ennis held the positions of President and Chief Executive Officer of the Company until October 2013). The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect to the day-to-day management and operation of the Company’sCompany's business.

The Board and each of its committees conduct annual self-assessments to review and monitor their respective continued effectiveness. As reflected in its self-assessment discussions, the Board believes that it continues to function effectively and efficiently. As part of its 20122013 self-assessment exercise, the Board determined, among other things, that its size, composition and structure were appropriate. The Company believes that its separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Set forth below is a summary of the respective nominees’ experience, qualifications (including management experience, education and professional training) and background (including public company board experience). Such experience and familiarity with the Company, including past service on the Company’s Board of Directors), which, among other factors, including as summarized in each individual’s biographical information presented above in this Proxy Statement, and as set forth below, supportsupports their respective qualifications to continue to serve on the Company’s Board of Directors, or in the case of Ms. Cantor, to be elected to theCompany's Board of Directors. Without limiting the foregoing —

foregoing—

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Audit Committee Complaint Procedures

The Audit Committee has established procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) the

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confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. These complaint procedures are described in the Audit Committee’s charter, a printable and current copy of which is available atwww.revloninc.com under the heading, Investor Relations (Corporate Governance).Committee's charter.

Audit Committee Report

Management represented to the Audit Committee that the Company’sCompany's audited consolidated financial statements for the fiscal year ended December 31, 20122013 were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed such audited consolidated financial statements with management and KPMG LLP (“KPMG”), the Company’sCompany's independent registered public accounting firm.

The Audit Committee discussed with the Company’sCompany's independent registered public accounting firm those matters required to be discussed by Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU Section 380), as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”“PCAOB”) in Rule 3200T,, including information concerning the scope and results of the audit and information relating to KPMG LLP’s KPMG's judgments about the quality, and not just the acceptability, of the Company’sCompany's accounting principles. These communications and discussions are intended to assist the Audit Committee in overseeing the Company’sCompany's financial reporting.

The Audit Committee has received the written disclosures and the letter from the Company’sCompany's independent registered public accounting firm, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’sfirm's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’sCompany's independent registered public accounting firm that firm’s firm's independence.

The Audit Committee also reviewed, among other things, the amount of fees paid to the independent registered public accounting firm for audit and permissible non-audit services (see “Audit Fees” in this Proxy Statement, below). The Audit Committee has satisfied itself that KPMG LLP’sKPMG's provision of audit and non-audit services to the Company is compatible with KPMG LLP’sKPMG's independence.

Based on the Audit Committee’sCommittee's review of and discussions regarding the Company’sCompany's audited consolidated financial statements and the Company’sCompany's internal control over financial reporting with management, the Company’s Company's internal auditors and the independent registered public accounting firm and the other reviews and discussions with the independent registered public accounting firm referred to in the preceding paragraph, subject to the limitations on the Audit Committee’sCommittee's roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’sCompany's audited consolidated financial statements be included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 20122013 for filing with the SEC.

Respectfully submitted,

    
Audit Committee

    
Alan S. Bernikow, Chairman

Paul J. BohanDiana

F. Cantor
Meyer Feldberg

Kathi P. Seifert

In its assessment of each potential candidate, the Governance Committee will consider the nominee’snominee's reputation, judgment, accomplishments in present and prior positions, independence, knowledge and experience that may be relevant to the Company, and such other factors as the Governance Committee determines to be pertinent in light of the Board’sBoard's needs over time, including, without limitation, education, diversity, race, gender and other individual qualities and attributes that are expected to contribute to the Board having an appropriate mix of viewpoints. The Governance Committee identifies potential nominees from various sources, such as officers, directors and stockholders, and from time to time retainsmay retain the services of third party consultants to assist it in identifying and evaluating director nominees.

Stockholder Process for Submitting Director Nominees

The Governance Committee will also consider director candidates recommended by stockholders. The process the Governance Committee follows to evaluate candidates submitted by stockholders does not differ from the process it follows for evaluating other director nominees. The Governance Committee may also take into consideration the number of shares held by the recommending stockholder, the length of time that such shares have been held and the number of candidates submitted by each stockholder or group of stockholders over the course of time. Stockholders desiring to submit director candidates must submit their recommendation in writing (certified mail — return receipt requested) to the Company’sCompany's Secretary, at Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY 10017, attention: Michael T. Sheehan.

The Governance Committee will accept recommendations for director candidates throughout the year; however, inyear. In order for a recommended director candidate to be considered by the Governance Committee for nomination to stand for election at an upcoming annual stockholders’ meeting, of stockholders, the recommendation must be received by the Company, as set forth above, not less than 120 days prior to the anniversary date of the date of the Company’sCompany's most recent proxy statement, which, for recommendations for the Company’s 2013Company's 2014 Annual Meeting, was December 25, 2012.26, 2013. No such recommendations were received for the 20132014 Annual Meeting. ToSubject to further requests for information from the Governance Committee, to have a candidate considered by the Governance Committee, a stockholder must subject to further requests for information from the Governance Committee, initially provide the following information:

Stockholder-Director Communications

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Any stockholder or other interested party desiring to communicate with the Board or individual

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directors (including, without limitation, the non-management directors) regarding the Company may contact either the Board or such director by sending such communication to the attention of the Board or such director, in each case in care of the Company’sCompany's Secretary, who is responsible to ensure that all such communications are promptly provided to the Board or such director. Any such communication may be sent by: (i) emailing it to Michael T. Sheehan, Senior Vice President, Deputy General Counsel and Secretary, atmichael.sheehan@revlon.com; or (ii) mailing it to Revlon, Inc., 237 Park Avenue, 14th Floor, New York, NY, 10017, attention: Michael T. Sheehan. Communications that consist of stockholder proposals must instead follow the procedures set forth under “General Rules Applicable to Stockholder Proposals” in this Proxy Statement, below, and, in the case of recommendations of director candidates, “Nominating and Corporate Governance Committee —- Stockholder Process for Submitting Director Nominees,” in this Proxy Statement, above.

Non-Management Executive Sessions

The Company’sCompany's Corporate Governance Guidelines provide that the Company’sCompany's Board of Directors will regularly meet in executive session without any member of the Company’sCompany's management being present and that the Company’sCompany's independent directors will also meet in at least one non-management executive session per year attended only by independent directors. The non-management directors’directors' and independent directors’directors' meeting may be a single combined meeting, if the non-management directors are comprised entirely of independent directors. A non-management director will preside over each non-management executive session of the Board, and an independent director will preside over each independent executive session of the Board, although the same director is not required to preside at all such non-management or independent executive sessions. The presiding director at such non-management and independent executive sessions of the Board is determined in accordance with the applicable provisions of the Company’sCompany's By-laws, such that the Chairman of the Board of Directors or, in his absence (as is the case with independent executive sessions), a director chosen by a majority of the directors present will preside at such meetings. The Board of Directors met in at least one executive session, attended by only independent directors (all of whom constituted non-management directors), during 2012.2013.

Overview of 2012Key 2013 Compensation Events

A summary of key aspects of the key actions which the Company took in respect to its 2012Company’s 2013 compensation programs follows:

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Objectives of the Company’sCompany's Compensation Program and What it is Designed to Reward

The Company’sCompany's philosophy is to provide compensation programs that are reasonably designed to satisfy the following objectives:

Each Element of Compensation and Why the Company Chooses to Pay It

In order to achieve the objectives discussed above, the Company maintains a simplecompetitive compensation program which consists principally of:of the following three main components:

(i) base salary;

(ii) eligibility for performance-based, annual cash bonuses under the Incentive Compensation Plan, which are contingent upon the Compensation Committee determining the extent to which the Company achieving specific performance targets and participants achieving individualachieved its performance objectives with exact bonus payouts based uponand the extentCompany’s executives’ achieving a satisfactory level of achievement by participants of their respective individual performance objectives (as noted below, underannual performance. Under the 20122013 Annual Bonus Program, depending on the assessment of individual performance, participants could receive between 25% and 150% of their target award to enable comparatively higher-performing employees to be appropriately rewarded, as long asprovided that the aggregate bonus payout was within the overall incentive compensation budget was not exceeded);budget; and

(iii) eligibility for performance-based, long-term incentive compensationLTIP awards under the Incentive Compensation Plan, which are also contingent upon the Compensation Committee determining the extent to which the Company achieving specific performance targets and participants achieving “target”achieved its performance objectives (the above-described elementsand the Company’s executives’ achieving a satisfactory level of compensation, namely,annual performance (in this Proxy Statement, “total compensation” refers to base salary, annual performance-based cash bonus and performance-based long-term incentive compensation are referred to, collectively, in this Proxy Statement, as “total compensation,”LTIP awards, unless otherwise noted).

Prior to 2009, the Company’sCompany's long-term incentive compensation had been comprisedconsisted of annual equity grants (principally, restricted stock and/or stock options) under the Company’s Stock Plan. Since 2009 the Company has not implemented an annual equity award program under itsCompany's Stock Plan. As of December 31, 2012,2013, none of the Named Executive Officers other than Mr. Kennedy held any outstanding stock options (Mr. Kennedy’s

As part of its assessmentassessing of the compensation of the Named Executive Officers, the Company also compares each Named Executive Officer’s total compensation to the total compensation for executives at comparison group companies, both within and outside of the consumer products industry. The Company seeks to design its total compensation opportunity to be competitive with these comparison group companies, as the Company believes that the market for certain executive talent is broader than the consumer products field.industry. When reviewing and setting Named Executive Officer compensation for 2012,2013, the Company compared the total compensation of its executive officers to market compensation data for certain groups of companies in Towers Watson’sWatson's U.S. compensation data banks for similarly situated executives (sometimes referred to herein as “competitive benchmark norms” or “competitive benchmarks,” with such companies being referred to herein as the “Comparison Group”). The Comparison Group for 20122013 consisted of the companies listed onAnnex A.

Total Compensation

For 2012,2013, the Named Executive Officers’Officers' total compensation, compared against the 50^th and the 75^th percentiles of total compensation in the relevant Comparison Group, was as follows: (i) Mr. EnnisDelpani was below both the 50^th and the 75^th percentiles; (ii) Mr. BernsAlletto was at approximatelyabove the 50^th percentile and was below the 75^th percentile; (iii) Mr. Elshaw was abovebelow both the 50^th percentile and below the 75^th percentile; and percentiles; (iv) Mr. Kretzman was above both the 50^th and the 75^th percentiles; (v) Mr. Ennis was below both the 50^th and the 75^th percentiles; and (vi) Mr. Berns was below both the 50^th and the 75^th percentiles. Given the nature of Mr. Kennedy’s roleunique roles at the Company which is not a full-time position,during 2013, when he served as executive Vice Chairman and, for approximately one month, as interim Chief Executive Officer, there is very limited comparable data available for 2012.2013 and thus meaningful benchmarking is not available.

Base Salary

Base salary adjustments are considered annually and may be based on individual performance, assumption of new responsibilities, competitive data from the Comparison Group, employee retention efforts and the Company’sCompany's overall compensation guidelines and annual salary budget guidelines. Higher annual increases may be made to higher performers and key contributors, provided that the overall increases are within budgeted guidelines.

Incentive Compensation; Generally

Each year, the Compensation Committee reviews and establishes the Company’s corporate performance targets for the Company’sits incentive compensation programs that are linked directly to the extent to which the Company achieves its business plan. These corporate performance targets are intended to have the effect of fostering shareholder

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value creation to ensureand ensuring that the program design appropriately motivates executives to achieve the Company’sCompany's financial and operational performance goals, which are designedwhile being challenging to be challenging and linked directly to the Company’s business plan.attain. As more fully described below,noted above, the components of the Company’s 2012Company's 2013 Incentive Compensation Programs were a cash bonusconsisted of (1) the 2013 Annual Bonus Program; (2) the 2013 LTIP; and (3) the Transitional LTIP.

The March 2014 payouts under the 20122013 Annual Bonus Program payable in March 2013, toand the extent performance targetsTransitional LTIP were achieved, and a cash LTIP award under the 2012 LTIP, payable in three equal annual installments beginning in March 2013, to the extent performance targets were achieved.

Payouts under the 2012 Incentive Compensation Programs were contingentbased upon the achievementCompensation Committee’s certification of identified corporate performance targets and, for the individual, receipt of a performance rating of “target” or higher under the Company’s 2012 Performance Management Review process. Additionally, the exact payout to a participant under the 2012 Annual Bonus Program was based upon such individual’s degree of achievement of his or her own individual performance objectives.

The 2012 Incentive Compensation Programs featured a payout curve, to account for the extent to which the Company achieved the Company’s 2012 Performance Targets.

Under the 2012 Annual Bonus Program, depending on the assessment of individualits 2013 performance participants could receive between 25% and 150% of their target award as long as the overall compensation budget was not exceeded.targets under such programs.

The Company’sCompany's President and Chief Executive Officer and itsOfficer; Executive Vice President, Chief Financial Officer and Chief Administrative OfficerOfficer; and senior Human Resource executives develop for review and approval by the Compensation Committee, the objectives against which each Named Executive Officer’s performance, including the CEO’s, is assessed. The Company’s President and Chief Executive Officer in conjunction with the Executive Vice President and Chief Administrative Officer and the Company’s Vice Chairman, develop, for review and approval by the Compensation Committee the CEO’salso reviews and approves these objectives, to support and drive the execution of the Company’s business strategy.having discussed them with its outside compensation advisor. These objectives are derived from the Company’s business plan and/or long-range plan and are established by the Compensation Committee at the start of the performance period based on the Company’s future business plans and the Compensation Committee then reviewedreviews them after the end of the designated performance period to assess and certify the extent to which they have been achieved.

For 2012,In February 2013, the Named Executive Officers’ objectivesCompensation Committee approved and adopted performance-based incentive compensation factors for certain executives (the “2013 Performance Factors”), under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). The 2013 Performance Factors included both quantitative financial measures and strategic and operational objectives linked directly to achievingthe extent to which the Company achieved its business strategy. These objectives are used primarily to measure the degree of the executives’ annual performance in connection with determining annual bonus payments.

During 2013, some of the Company’s business strategy. When assessingexecutive officers for whom 2013 Performance Factors were adopted under Section 162(m) ceased employment with the Company prior to year end, namely:

Mr. Kretzman served as a Named Executive Officer during all of 2013 until his retirement on December 31, 2013, following a 25-year career with the Company. Mr. Kretzman remained eligible for incentive compensation based on 2013 performance pursuant to his employment agreement and Compensation Committee approval. Mr. Elshaw, the Company’s former Executive Vice President and Chief Operating Officer, ceased employment with the Company after December 31, 2013 and prior to the date of this Proxy Statement. Mr. Elshaw remained eligible for incentive compensation based on 2013 performance pursuant to his employment agreement and Compensation Committee approval.

The following executive officers joined the Company during the fourth quarter of 2013:

In March 2014, the Compensation Committee considered certain Named Executive Officers’ 20122013 performance, in February 2013and/or certain respective employment agreements and/or separation agreements, as the Compensation Committee reviewedcase may be, for Messrs. Delpani, Alletto, Ennis and analyzedElshaw, including reviewing and analyzing detailed and comprehensive documentary support for eachcertain Named Executive Officer’sOfficer's accomplishments, including, for Mr. Kretzman, achievement against his respective 20122013 Performance Factors (and after taking into account the 2013 Unusual Items).

Messrs. Ennis, Kennedy and Elshaw received certain incentive compensation pursuant to the terms of their separation or retirement arrangements. Mr. Berns did not receive any incentive compensation as a result of his departure from the Company in July 2013.

Below is a summary of the 2013 Performance Factors that applied for, and formed the basis for considering the performance objectives, including the following (after adjustmentsof, Mr. Kretzman for certain unbudgeted and extraordinary items, as previously noted):2013:

Mr. Ennis —Kretzman – Retired Executive Vice President and Chief ExecutiveAdministrative Officer:

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Mr. Berns — Executive Vice President and Chief Financial Officer:

Mr. Elshaw — Executive Vice President and Chief Operating Officer:

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Mr. Kennedy — Vice Chairman:

Mr. Kretzman — Executive Vice President and Chief Administrative Officer:

As noted above,Note, the first two of Mr. Kretzman’s 2013 Performance Factors were also assigned to and shared by Messrs. Kennedy, Ennis, Elshaw and Berns when their respective 2013 Performance Factors were established at the beginning of 2013, and, for certain of those Named Executive Officers, were supplemented by other performance factors, including those relevant to their respective functional responsibilities with the Company.

While Messrs. Delpani and Alletto, each of whom joined the Company in the fourth quarter of 2013, were not assigned formal performance objectives under Section 162(m), their performance was assessed as part of the Company’s 2013 performance management review process, which the Compensation Committee reviewed in assessing their respective annual bonus and LTIP awards.

In March 2014, based on the extent of the Company’sCompany's achievement of its 2012 Performance Targets, in February 2013 the Compensation Committee,performance targets and applying the formulae set forth in, and pursuant to the terms and conditions of the 20122013 Incentive Compensation Programs, determined that such programs would be funded at 105%. Additionally, in February 2013, based upon a comprehensive review of each Named Executive Officer’s 2012 performance, the Compensation Committee determined that “target”the 2013 Annual Bonus Program would be funded at 90% of an executive’s target and the one-third portion of the Transitional LTIP with the 2013 performance or better had been achieved by each Named Executive Officerperiod would be funded at 75% of an executive’s target.

Additionally, in March 2014, based upon review of the degree of achievement of objectives and also determinedperformance, and contractual obligations, as described above, the extent to whichCompensation Committee authorized the Named Executive Officers had achieved and in certain cases exceeded their respective individual performance objectives (including objectives for 2012 established in compliance with Section 162(m)). Based upon the foregoing determinations,payment of bonuses and LTIP payouts were earned by each of the Named Executive Officersto Messrs. Delpani, Alletto, Kennedy, Ennis, Kretzman and Elshaw in respect of 2012 (see2013, as set forth in the “Summary Compensation Table,Table.” below).

The Company’sCompany's confidentiality and non-competition agreement (which all employees, including the Named Executive Officers, are required to execute), Stock Plan and Incentive Compensation Plan condition each employee’semployee's eligibility for benefits (including 20122013 LTIP awards and 20122013 annual cash bonuses) upon compliance with confidentiality, non-competition and non-solicitation obligations.

Incentive Compensation; Annual Cash Bonus

Approximately 430 employees, including the Named Executive Officers, were eligible to participate in the 20122013 Annual Bonus Program. As noted above,Mr. Berns was not eligible for any 2013 incentive compensation due to his ceasing employment with the Company in July 2013. The performance objectives for all employees in the 20122013 Annual Bonus Program included the Company’sCompany's achievement of two equally-weighted performance targets (namely, its 20122013 EBITDA Performance Target and its 20122013 Free Cash Flow Performance Target). Receipt of a bonus award

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under the 2013 Annual Bonus Program was further conditioned upon the participant’s achievement of a performance rating of “target” or higher under the Company’s 2012 Performance Management Review process, with the2013 performance management review process. The exact payout amount beingwas further subject to the degree of achievement ofextent to which an employee achieved such employee’s individual performance objectives, which are designed to be linked directly to executing the Company’s 2012Company's business plan.

As approved by the Compensation Committee, under the 20122013 Annual Bonus Program, management (or, in the case of the Named Executive Officers, the Compensation Committee) had discretion to award between 25% and

150% of the target bonuses as long asto enable comparatively higher-performing employees to be appropriately rewarded, provided that the Company’saggregate bonus payout was within the overall incentive compensation budget was not exceeded.budget.

Per the terms of their respective employment agreements, for 2012,generally, each of Messrs. Delpani, Ennis and Kennedy was eligible for a target bonus of 100% of his respective base salary, and each of Messrs. Alletto, Berns, Elshaw and Kretzman was eligible for a target bonus of 75% of his respective base salary. Notwithstanding the foregoing, for 2013, pursuant to their respective employment agreements, Mr. Delpani was entitled to a minimum bonus of $637,000 and Mr. Alletto was entitled to a minimum bonus of $573,350. Pursuant to his employment agreement, Mr. Ennis’ target award opportunity was pro-rated through his October 1, 2013 termination date. Mr. Berns was ineligible for 2013 incentive compensation based on his ceasing employment with the Company in July 2013.

As discussed above, under “Compensation Discussion and Analysis — Overview of 2012 Compensation Events,” theThe Compensation Committee, applying the formula set forth in, and pursuant to the terms and conditions of the 20122013 Annual Bonus Program and taking into account the 2013 Unusual Items, determined to fund such program at 105%, and,90%. Also, based upon its determinations asdetermination of the extent to which the Named Executive Officers’ respective performance ratings and the degree of achievement ofOfficers achieved their respective performance objectives and, where applicable, the terms of their employment agreements or separation agreements, as the case may be, and taking into account, for Mr. Kennedy, his service as interim Chief Executive Officer following Mr. Ennis’ cessation of employment in that role and prior to Mr. Delpani’s assumption of such role and Mr. Kennedy’s oversight of the Company’s negotiation and closing of its acquisition of The Colomer Group, among other factors, and for Mr. Kretzman, his leadership of the Company’s negotiation and closing of its acquisition of The Colomer Group and the recruitment, hiring and transition of its new Chief Financial Officer and Chief Administrative Officer and its new General Counsel, among other factors, the Compensation Committee awarded Messrs. Ennis, Berns, Elshaw, KennedyDelpani and Kretzman 105%, 102%, 102%, 105% and 105%, respectively,Alletto 100% of their respective 2013 guaranteed minimum bonuses to which they were entitled under their employment agreements; Mr. Ennis 100% of his 2013 adjusted target bonusesbonus, pro-rated through his October 1, 2013 termination date; Mr. Kennedy 111% of his 2013 adjusted target bonus (and without pro-ration for 2012.his November 18, 2013 retirement date); Mr. Elshaw 25% of his 2013 adjusted target bonus; and Mr. Kretzman 111% of his 2013 adjusted target bonus.

The Summary Compensation Table below reflects the annual bonus award amounts that were earned for 2012 by the Named Executive Officers under the 20122013 Annual Bonus Program.

Incentive Compensation; Long-Term Compensation

The third principal component of total compensation for the Company’sCompany's key employees is long-term incentive compensationLTIP awards. Prior to 2009, this had taken the Company's long-term incentive compensation consisted of annual equity grants under the Company's Stock Plan. As of December 31, 2013, none of the Named Executive Officers held any outstanding stock options or restricted shares, other than a one-time restricted stock award granted during 2013 to Mr. Alletto as an inducement for him to join the Company as its new Executive Vice President, Chief Financial Officer and Chief Administrative Officer.

With the elimination of annual equity grant programs as a form of an annual grant of equity awards, usually in the form of restricted stock and/or stock options, under the Stock Plan.

Since 2009,long-term compensation, since 2010 the Company has not implemented an annual equity award programgranted LTIP awards under its StockIncentive Compensation Plan as a component of long-term compensation. Toto enable the Company to maintain a competitive total compensation opportunity,at competitive levels. For 2013, the Company adoptedCompany’s Compensation Committee approved a modified LTIP structure and design, replacing the LTIP’s former one-year performance period that paid out in cash installments ratably over three years, with a multi-year performance period that provided for a single installment cash payout after the multi-year performance period.

Transitional LTIP component under its Incentiveand 2013 LTIP awards were each structured as flat dollar amounts, tiered to levels of responsibility within the organization. These awards were approved by the Compensation Plan, effective from and after 2010. 2012 was the third year that the Company granted LTIP awards.

Committee during 2013. Approximately 60 senior employees, including the Named Executive Officers, were eligible to participate in the 20122013 LTIP and the Transitional LTIP. FundingEach of Messrs. Delpani, Alletto, Kennedy, Ennis, Kretzman and Elshaw was entitled to some form of LTIP compensation in respect to 2013 performance.

Payouts under the 20122013 LTIP waswill be made in March 2016 and payouts under the Transitional LTIP will be made in March 2015, in each case based onupon the extent to which the Company achieves its designated performance targets for the relevant performance period.

The Company’s degree ofcorporate performance targets under the 2013 LTIP are based upon average achievement of two equally-weighted2014 and 2015 performance as to: (1) Adjusted EBITDA, weighted at 50%; (2) Free Cash Flow, weighted at 25%; and (3) Net Sales weighted at 25%. The Company’s corporate performance targets (namely,under the Transitional LTIP for its 2012one-third payout in March 2014 included the following: (1) the 2013 EBITDA Performance Target, and its 2012weighted at

50%; (2) the 2013 Free Cash Flow Performance Target, weighted at 25%; and (3) the 2013 Net Sales Performance Target, weighted at 25%, as more fully described above).

Awardsadjusted to account for the 2013 Unusual Items. The Company’s corporate performance targets for the remaining two-thirds payout opportunity under the 2012Transitional LTIP were structured as flat dollar amounts, tiered to levels of responsibility within the organization, and were approved by the Compensation Committee in December 2011. Once earned,are based upon 2014 performance as to: (1) Adjusted EBITDA, weighted at 50%; (2) Free Cash Flow, weighted at 25%; and (3) Net Sales, weighted at 25%. In each case, performance targets are measured after all incentive compensation accruals.

By conditioning payments over a multi-year performance period, the degree of achievement of2013 LTIP’s structure and design is intended to motivate key employees to focus on the Company’s 2012 Performance Targets,long-term business goals, provide more effective retention incentives, better align the award amount would be paid outCompany’s LTIP with more customary long-term incentive programs and better distinguish the Company’s long-term compensation from its annual bonus program, which is tied to one year’s performance.

By providing payout opportunities under the Transitional LTIP in equal one-third amounts in March 2013, March 2014 and March 2015, providedwhen combined with prior LTIP grants’ remaining installment payments, the participant receivedTransitional LTIP balances a “target” or better performance rating under the Company’s Performance Management Review process for 2012participant’s LTIP payout opportunities in respect of 2013 and remains employed with2014 as the Company on the applicable payment date. By deferring payments over three years for the 2012transitions from a one-year performance period to a multi-year performance period, the program’s structure is intended to have a retentive effect onlatter of which will pay out for the key personnel expected to implement the Company’s business plan and/or long-range plan.first time in March 2016.

In accordance with the Incentive Compensation Plan, as discussed above, under “Compensation Discussion and Analysis — Overview of 2012 Compensation Events,” the Compensation Committee determined to fund such program at 105% and, based upon the Compensation Committee’s determination as to eachone-third portion of the Transitional LTIP covering the solely the 2013 performance year at 75%, which was paid out in March 2014 to LTIP participants, including the eligible Named Executive Officers’ performance of their individual performance objectives at least at “target” during 2012, LTIP awards were earned by each of the Named Executive Officers in respect of 2012 in corresponding amounts as prescribed by the terms of the 2012 LTIP.

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Officers. The Summary Compensation Table, below, reflects the 2012Transitional LTIP awards that were earned for 20122013 by the eligible Named Executive Officers under the 2012 LTIP, at their full, 3-year payout values, respectively.Transitional LTIP.

Other Compensation and Benefit Programs

The Company also maintains standard benefits that are consistent with those offered by other major corporations and which are generally available to all of the Company’sCompany's full-time employees (subject to meeting basic eligibility requirements). These plans, which include medical, dental, vision and life insurance coverages thatcoverage, are available to all U.S.-based, non-union employees.

The Company also maintains a limited number of benefit programs that are available to the Named Executive Officers and other senior employees qualifying for eligibility based on salary grade level. These benefits and perquisites include an automobile allowance or use of a Company automobile and limited reimbursement of certain costs for financial counseling, tax preparation and life insurance premiums. These types of benefits are commonly made available to senior executives at other major corporations and assist the Company in retaining and attracting key talent.

How the Company Determines the Amount (and, Where Applicable, the Formula) for Each Element of Compensation to Pay and How Each Compensation Element and the Company’sCompany's Decisions Regarding that Element Fit into the Company’sCompany's Overall Compensation Objectives and May Affect Decisions Regarding Other Elements of Compensation

The Company focuses annually on developing a total compensation opportunity that is intended to be competitive such that the level of total compensation (i.e., base salary, annual cash bonus and long-term incentive compensation, combined) is targeted to be positioned at or about the 50th to 75th percentile of competitive benchmark norms. Salary ranges, annual cash bonus plan targets and long-term incentive compensation targets are reviewed using a “total compensation” perspective under which total remuneration is targeted to be within certain ranges compared to the Comparison Group. Values and targets of each element may change from performance period to performance period.

The Company designs its compensation programs such that there is a correlation between the level of position and the degree of risk in compensation. Based on that guiding principle, the Company’sCompany's more senior executives with the highest levels of responsibility and accountability have a higher percentage of their total potential remuneration at risk (in the form of performance-based annual cash bonuses and performance-based LTIP awards), than do employees with lower levels of responsibility and accountability. This means that a higher proportion of the Company’sCompany's more senior executives’executives' total potential compensation is based upon variable elements, than is the case with the Company’sCompany's employees with lower levels of responsibility and accountability.

Role of the Compensation Committee

The Compensation Committee reviews and approves, among other things,things: (i) compensation for the Company’sCompany's Named Executive Officers; (ii) the structure of the Company’sCompany's annual bonus program under the Incentive Compensation Plan, including settingapproving annual performance objectives for the Named Executive Officers and annually assessing the extent to which those objectives have been achieved; and (iii) the structure of the Company’s long-term incentive programs under the Incentive Compensation Plan, including settingapproving performance-based objectives and actual grants under the Company’sCompany's long-term incentive compensation award programs for the Named Executive Officers and assessing the extent to which those objectives have been achieved.

The Compensation Committee reviews and approves objectives relevant to the compensation of the Company’sCompany's Chief Executive Officer, evaluates, together with the Governance Committee, the Chief Executive Officer’sOfficer's performance in respect of those objectives and determines, either as a committee or together with the Governance Committee and/or the Board of Directors, the Chief Executive Officer’sOfficer's total compensation level based on that evaluation process. The Compensation Committee also reviews and approves compensation and incentive arrangements for the Company’sCompany's other Named Executive Officers.