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 ☒

Filed by a Party other than the Registranto

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)

REVLON, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

Payment of Filing Fee (Check the appropriate box):

REVLON, INC.

ONE NEW YORK PLAZA
NEW YORK, NY 10004

April 21, 201529, 2016

Dear Stockholders:

You areAs Revlon, Inc.’s newly appointed President and Chief Executive Officer (effective as of April 15, 2016), I am pleased to cordially invitedinvite you to attend Revlon, Inc.’s 2015Revlon’s 2016 Annual Stockholders’ Meeting. The 20152016 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015,9, 2016, at Revlon'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 and Proxy Statement. PleaseStatement, which also see the accompanying Notice of Annual Stockholders’ Meeting and Proxy Statement forincludes 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 20152016 Annual Meeting, we recognize that many stockholders may not be able to attend the meeting. WeAccordingly, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how stockholders can access the proxy materials over the Internet and vote electronically.

The Internet Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, the 20142015 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 21, 2015.29, 2016.

Whether or not you plan to attend the 20152016 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 Internet Notice and our Proxy Statement. This will not restrict your right to attend the 20152016 Annual Meeting and vote your shares in person, if you wish to change your prior vote.

Thank you.

Sincerely yours,

Lorenzo DelpaniFabian T. Garcia
President and Chief Executive Officer

REVLON, INC.
ONE NEW YORK PLAZA
NEW YORK, NY 10004

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Revlon, Inc. Stockholders:

The 20152016 Annual Stockholders’ Meeting of Revlon, Inc. (the “Company”“Company”) will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015,9, 2016, at Revlon'sRevlon’s Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 20152016 Annual Meeting:

A Proxy Statement describing the matters to be considered at the 20152016 Annual Meeting accompanies this notice. Only stockholders of record of the Company’s Class A Common Stock at 5:00 p.m., Eastern Time, on April 8, 201513, 2016 are entitled to notice of, and to vote at, the 20152016 Annual Meeting and at any adjournments of such meeting.

For at least 10 days prior to the 20152016 Annual Meeting, a list of stockholders entitled to vote at the 20152016 Annual Meeting will be available for inspection during normal business hours at the offices of the Company'sCompany’s Secretary at One New York Plaza, 49th49^th Floor, New York, NY 10004. Such list also will be available at the 20152016 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials:

Our Proxy Statement and 20142015 Annual Report are available to stockholders over the Internet. 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 access 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. A paper copy of our proxy materials may be requested through one of the methods described in the Internet Notice. Our Proxy Statement, including the Notice of Annual Stockholders’ Meeting, and our 20142015 Annual Report are available at www.proxyvote.com (where stockholders may also vote their shares over the Internet) and at www.revloninc.com.

Whether or not you plan to attend the 20152016 Annual Meeting, your vote is important. Please promptly submit your proxy by Internet, telephone or mail by following the instructions found on your Internet Notice or proxy card. Your proxy can be withdrawn by you at any time before it is voted at the 20152016 Annual Meeting.

If you plan to attend the 20152016 Annual Meeting in person, you should check the appropriate box on your proxy card or, if you are voting on the Internet, indicate when prompted that you will attend in person. To be admitted to the 20152016 Annual Meeting, you will need to present valid picture identification, such as a driver'sdriver’s license or 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 20152016 Annual Meeting you will also need to present original documents (not copies) to evidence your stock ownership as of the April 8, 201513, 2016 record date, such as an original of a legal proxy from your bank or broker or your brokerage account statement demonstrating that you held the Company’s Class A Common Stock in your account on the April 8, 201513, 2016 record date.

For admission to the 20152016 Annual Meeting, you may present an original voting instruction form issued by your bank or broker, demonstrating that you held the Company’s Class A Common Stock in your account on the April 8, 201513, 2016 record 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.

To expedite the admission registration process, we encourage stockholders to follow the pre-registration procedures set forth in this Proxy Statement.

Thank you.

By Order of the Board of Directors

Michael T. Sheehan
Senior Vice President, Deputy General Counsel
and Secretary

April 21, 2015
29, 2016

TO ENABLE YOU TO VOTE YOUR SHARES IN ACCORDANCE WITH YOUR WISHES, PLEASE PROMPTLY SUBMIT YOUR VOTE BY INTERNET, TELEPHONE OR MAIL BY FOLLOWING THE INSTRUCTIONS FOUND ON YOUR INTERNET NOTICE, VOTING INSTRUCTION FORM OR PROXY CARD.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained in this Proxy Statement. For more information, you should carefully read and consider the entire Proxy Statement, as well as the Company’s 20142015 Annual Report, before voting on the matters presented in this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

and such other business as may properly come before the 20152016 Annual Meeting. The approximate date of making these proxy materials available to you is April 21, 2015.29, 2016.

In accordance with SEC rules and regulations, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at our 20152016 Annual Meeting, we are making the proxy materials and our 20142015 Annual Report available to our stockholders on the Internet. On or about April 21, 2015,29, 2016, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”“Internet Notice”).

The Internet Notice contains instructions on how stockholders may access and review our proxy materials and our 20142015 Annual Report on the Internet and vote electronically, as well as instructions on how stockholders can request a paper copy of our proxy materials, including the 20152016 Proxy Statement, the 20142015 Annual Report and a form of proxy card. Unless you already had a request for paper copies on file with our transfer agent or your broker, you will not receive a printed copy of the proxy materials. Instead, the Internet Notice will instruct you as to how you may access and review the proxy materials and submit your vote on the Internet. If you would like to receive a printed copy of the proxy materials, please follow the instructions in the Internet Notice.

Important Notice Regarding the Availability of Proxy Materials for the June 4, 20159, 2016 Annual
Stockholders' MeetingStockholders’ Meeting::

Our 20152016 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 20142015 Annual Report are available at www.proxyvote.com and at www.revloninc.com. Stockholders may also vote their shares at www.proxyvote.com.

K. Kretzman, Ceci Kurzman, Paul M. Meister, Tamara Mellon, Debra Perelman, Paul G. Savas, Barry F. Schwartz and Cristiana Falcone Sorrell. If any nominee is unable or declines unexpectedly to stand for election as a director at the 20152016 Annual Meeting, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees and proxies will be voted for any such substitute nominee;

In Person. You may vote your shares in person by attending the 20152016 Annual Meeting and submitting a valid proxy at the meeting. If you are a “registered owner” or “record holder” (i.e., you are listed as a stockholder on the books and records of our transfer agent), you may vote in person by submitting your proxy card or casting a ballot furnished by the Company at the 20152016 Annual Meeting prior to the closing of the polls. If you are a “beneficial owner” (i.e., your shares are held by a nominee, such as a bank or broker or in “street name”), you may not vote your shares in person at the 20152016 Annual Meeting unless you obtain and present to the Company an original legal proxy from your bank or broker authorizing you to vote the shares. Copies and “Requests for Admission” will not be accepted.

Voting, Generally. All shares that have been voted properly by an unrevoked proxy will be voted at the 20152016 Annual Meeting in accordance with your instructions. In relation to how your proxy will be voted, see “How will my proxy be voted?” below.

If you are a “beneficial owner” because your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive instructions on how to vote from your bank, broker or other record holder. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, the broker may vote your shares only with respect to Proposal No. 2 (the ratification of the Audit Committee’s selection of the Company’s independent registered public accounting firm), which is considered a “routine” matter, and not with respect to Proposal No. 1 (Election of Directors) or Proposal No. 3 (Re-approval(Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan).

Broker non-votes will be counted towards determining whether or not a quorum is present. With respect to Proposal No. 1 (Election of Directors) and Proposal No. 3 (Re-approval(Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan), because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of anyeither of these proposals.

of Directors, as follows: (1) FOR Proposal No. 1 (Election of Directors); (2) FOR Proposal No. 2 (Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015); and (3) FOR Proposal No. 3 (Re-approval of the Revlon Executive Incentive Compensation Plan).

Although we are not aware of any other matter that will be properly presented at the 20152016 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.

401(k) Plan participants must submit their voting instructions to the trustee of our 401(k) Plan in accordance with the instructions included with the proxy card or Internet Notice so that they are received by 11:59 p.m. Eastern Time on May 21, 201524, 2016 to allow the trustee time to receive such voting instructions and vote on behalf of participants in the 401(k) Plan.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 trustee at the 20152016 Annual Meeting in the manner described in the previous paragraph for non-votes.paragraph.

To attend the 20152016 Annual Meeting, please follow these instructions:

identification, such as a driver’s license or passport, as well as original proof of your ownership of shares of the Company’s Class A Common Stock as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date. As noted, you will need to present original evidence of your stock ownership, such as an original of a legal proxy from your bank or broker or your brokerage account statement, demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date. “Requests for Admission” will not be accepted. If you did not already return it to your bank or broker, you must also present an original voting instruction form issued by your bank or broker, demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date.

REVLON, INC.

PROXY STATEMENT
Annual Stockholders’ Meeting
to be held on June 4, 20159, 2016

This Proxy Statement is being furnished on or about April 21, 201529, 2016 by and on behalf of the Board of Directors (the “Board“Board of Directors”Directors” or the “Board”“Board”) of Revlon, Inc. (the “Company”“Company” or “Revlon”“Revlon”) in connection with the solicitation of proxies to be voted at the 20152016 Annual Stockholders’ Meeting (the “2015“2016 Annual Meeting”Meeting”). The 20152016 Annual Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015,9, 2016, at Revlon’s Research Center at 2121 Route 27, Edison, NJ 08818, and at any adjournments of such meeting. The 20142015 Annual Report furnished with our Proxy Statement does not form any part of the material for the solicitation of proxies.

We are providing 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”“Internet Notice”), rather than a printed copy of the proxy materials, to our stockholders of record as of April 8, 2015.13, 2016. 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 paper copies. Our proxy materials, including the Internet Notice, are being made available to stockholders entitled to vote at the 20152016 Annual Meeting.

At the 20152016 Annual Meeting, the Company’s stockholders will be asked to:

The Company’s principal executive offices are located at One New York Plaza, New York, NY 10004, and its main telephone number is (212) 527-4000.

Required Identification and Other Instructions for Attendees at the 20152016 Annual Meeting

In order to be admitted to the 20152016 Annual Meeting in person, you should check the appropriate box on your proxy card indicating that you intend to attend in person. If you are voting electronically, please indicate that you will attend the 20152016 Meeting in person when prompted during the Internet voting process. To attend the 20152016 Annual Meeting in person, you will need to present valid picture identification, such as a driver’s license or passport, as well as original proof of ownership of shares of the Company’s Class A Common Stock as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 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 to evidence your stock ownership as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date, such as an original of a legal proxy from your bank or broker or your brokerage account statement demonstrating that you held the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date. 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 the Company’s Class A Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 201513, 2016 record date. Copies and “Requests for Admission” will not be accepted.

To expedite the admission registration process at the 20152016 Annual Meeting, we encourage stockholders to pre-register by phone by calling Rebecca Murphy,Mara E. Case, Legal Assistant, Corporate, International & Litigation, at (212) 527-5797,527-5308, Monday through Friday from 9:00 a.m. through 5:00 p.m., Eastern Time, up until 10:00 a.m., Eastern Time, on Wednesday, June 3, 20158, 2016 (the day before the 20152016 Annual Meeting). Stockholders pre-registering by phone will be admitted to the meeting by presenting valid picture identification and, if your shares are held in a brokerage account or by another nominee, original evidence of your stock ownership as of the April 8, 201513, 2016 record date.Directions to the location of the 20152016 Annual Meeting are available on various Internet travel sites.

In order to ensure the safety and security of our 20152016 Annual Meeting, 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.

Solicitation and Voting of Proxies; Revocation

Unless properly revoked, all proxies properly submitted to the Company will be voted on all matters presented at the 20152016 Annual Meeting in accordance with the instructions given by the person executing or electronically submitting the proxy. In the absence of instructions, such proxies will be voted:

The Company has no knowledge of any other matters to be brought before the meeting. The deadline for receipt by the Company of stockholder proposals for inclusion in the proxy materials for presentation at the 20152016 Annual Meeting was December 25, 2014.23, 2015. The Company did not receive any stockholder proposals required to be included in these proxy materials.

Pursuant to the Company’s By-laws, in order for stockholders to properly bring any business before the 20152016 Annual Meeting that is not otherwise set forth in this proxy statement, notice of such business must have been received by the Company between March 12, 20156, 2016 and April 11, 20155, 2016 and not subsequently withdrawn. Such notices must include, among other things: (i) information regarding the proposed business to be brought before the meeting; (ii) the identity of the stockholder proposing the business; and (iii) the class of the Company’s shares which are owned beneficially or of record by such stockholder. The Company did not receive notification of any such matters. As a general matter, if any matters are properly presented before the 20152016 Annual Meeting for action, in the absence of other instructions, it is intended that the persons named by the Company and acting as proxies will vote in accordance with their discretion on such matters.

The submission of a signed or validly submitted electronic proxy will not affect a stockholder’s right to change such vote, attend and/or vote in person at the 20152016 Annual Meeting. Stockholders who execute a proxy or validly submit an electronic vote may revoke it at any time before it is voted at the 20152016 Annual Meeting. Such revocations may be made by: (i) filing a written revocation or written notice of change, as the case may be, with the Company’s Secretary at One New York Plaza, 49th49^th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 20152016 Annual Meeting; (ii) executing and delivering a proxy bearing a later date to the Company’s Secretary at One New York Plaza, 49th49^th Floor, New York, NY 10004, Attention: Michael T. Sheehan, which must be received before the original proxy is voted at the 20152016 Annual Meeting; or (iii) attending the 20152016 Annual Meeting and voting in person.

To revoke a proxy previously submitted electronically through the Internet or by telephone, you may simply vote again at a later date, using either of those procedures, or submit a properly completed original proxy reflecting your changed vote. In such case, the later submitted vote will be recorded and the earlier vote revoked.

Record Date; Voting Rights

Only holders of record of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class“Class A Common Stock”Stock”), at 5:00 p.m., Eastern Time, on April 8, 201513, 2016 (the “Record Date”“Record Date”) will be entitled to notice of and to vote at the 20152016 Annual Meeting or at any adjournments of such meeting. On the Record Date, there were issued and outstanding 52,440,58052,571,141 shares of the Company’s Class A Common Stock, each of which is entitled to one vote.

As of the Record Date, Mr. Ronald O. Perelman, Chairman of the Company’s Board of Directors, directly and indirectly through MacAndrews & Forbes Incorporated, of which Mr. Perelman is the sole stockholder (together with certain of its affiliates (other than the Company orand its subsidiaries), “MacAndrews“MacAndrews & Forbes”Forbes”), beneficially owned 40,669,640 shares of the Company’s Class A Common Stock, representing approximately 78%77% of the voting power of such stock.

The presence in person or by duly submitted proxy of the holders of a majority of the total number of votes of the Company’s Class A Common Stock entitled to vote at the 20152016 Annual Meeting is necessary to constitute a quorum to transact business at the meeting. Abstentions will be included in the calculation of the number of shares present at the 20152016 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 20152016 Annual Meeting, “broker non-votes,” if any, will also be included in the calculation of the number of shares present at the 20152016 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 (Election of Directors) or Proposal No. 3 (Re-approval(Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan). Accordingly, broker non-votes will not be counted as a vote for or against anyeither of these proposals.

For shares as to which brokers 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 KPMG as the Company’s independent registered public accounting firm for 2015)2016), 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:

Accordingly, with MacAndrews & Forbes’ vote, there will be a quorum for the 20152016 Annual Meeting. MacAndrews & Forbes’ vote will also be sufficient, without the concurring vote of any of the Company’s other stockholders, to approve and adopt Proposal Nos. 1, 2 and 3.

If shares of Class A Common Stock are held as of the Record Date for the account of participants under the Revlon Employees’ Savings, Investment and Profit Sharing Plan (the “401(k) Plan”“401(k) Plan”), 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’ 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 21, 201524, 2016 to allow the 401(k) Plan trustee time to receive such voting instructions and vote on behalf of 401(k) 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 20152016 Annual Meeting in the manner described in this paragraph above.

Only holders of record of shares of the Company’s Class A Common Stock on the Record Date will be entitled to notice of and to vote at the 20152016 Annual Meeting or at any adjournments of such meeting. Stockholders will be entitled to vote the number of Class A Common Stock held by them on the Record Date.

Distribution of Proxy Materials; Costs of Distribution and Solicitation; Interest of Certain Persons in Matters to Be Acted Upon

The accompanying form of proxy is being solicited on behalf of the Company’s Board of Directors. The Company will bear all costs in connection with preparing, assembling and furnishing this Proxy Statement and related materials. Such costs include reimbursing banks, brokerage houses and other custodians, nominees, agents and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. The Company engaged Broadridge to assist it in distributing and hosting on the Internet proxy materials and providing Internet and telephone voting for the 20152016 Annual Meeting. The estimated fee for Broadridge’s services is approximately $11,000, plus out-of-pocket expenses, such as postage.

The Company’s employees, including its Named Executive Officers,NEOs, have received, in the past, and may receive, in the future, performance-based incentive compensation grants under an annual bonus program and/or a long-term incentive program, in each case under the Revlon Amended and Restated Executive Incentive Compensation Plan, which is being submitted for stockholder re-approvalapproval as Proposal No. 3 under this Proxy Statement. The annual cash bonuses are contingent upon the Compensation Committee reviewing and certifying the extent to which the Company achievedachieves its annual performance objectives (which objectives haveare also been reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of the extent to which the executive achieved a certain performance rating under the Company’s annual management review process. The awards under the long-term incentive program are also contingent upon the Compensation Committee reviewing and certifying the extent to which the Company achieved its performance objectives during the applicable performance period (which objectives haveare also been reviewed and approved by the Compensation Committee), as well as the Compensation Committee’s reviewing and certifying management’s assessment of each Named Executive OfficerNEO having achieved a satisfactory performance rating under the Company’s annual management review process during each year of the respective LTIP’s performance period. For further information of the benefits under the Revlon Amended and Restated Executive Incentive Compensation Plan, see Proposal No. 3 (Re-approval(Approval of the Revlon Amended and Restated Executive Incentive Compensation Plan): “DESCRIPTION OF THE PLAN’S TERMS” and “NEW PLAN BENEFITS TABLE.”

Householding of Stockholder Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” stockholder materials, such as proxy statements, information statements and annual reports. This means that only one copy of our Internet Notice or proxy materials may have been sent to multiple stockholders in your household, if any. We will promptly deliver a separate copy of our Internet Notice or the 20152016 proxy materials to you if you write us at the following address: Revlon, Inc., Investor Relations Department, One New York Plaza, New York, NY 10004; or our proxy distributor at the following address: Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you want to receive separate copies of the stockholder materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address. In the interest of reducing costs and promoting environmental responsibility, we encourage our stockholders to review electronic versions of our proxy materials, via the Internet.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Pursuant to the Company’s By-laws, the Board of Directors has fixed the number of directors at 1213 effective as of the date of the 20152016 Annual Meeting. Upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the 12The 13 directors nominated for election by the Board of Directors will be elected at the 20152016 Annual Meeting to serve until the Company’s next annual stockholders’ meeting and until their successors are duly elected and shall have been qualified. All director nominees, if elected, are expected to serve until the next annual stockholders’ meeting. Messrs. Delpani and Kennedy are not standing for re-election at the 2016 Annual Meeting.

The Board of Directors has been informed that all of the nominees are willing to serve as directors. If, however, any of them should decline or be unable to serve, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees. In such case, the individuals appointed as proxies will vote as directed as to the election of any such substitute nominee. The Board of Directors has no reason to believe that any nominee will be unable or unwilling to serve.

Vote Required and Board of Directors’ Recommendation (Proposal No. 1)

The election to the Board of Directors of each of the 1213 nominees identified in this Proxy Statement requires the affirmative vote of a plurality of the votes cast by the holders of the Company’s Class A Common Stock present in person or represented by proxy at the 20152016 Annual Meeting and entitled to vote. Unless such proxies are revoked, with respect to Proposal No. 1, all proxies properly submitted to the Company will be voted in accordance with the instructions given by the person submitting such proxy. In the absence of such instructions, such proxies will be voted FOR the election of each of the 1213 nominees identified in this Proxy Statement to the Board of Directors.

Brokers do not have the ability to vote on “non-routine” matters, including the election of directors, as to shares for which they have not received voting instructions from the beneficial owner. In light of the application of plurality voting to the election of Directors, when tabulating the vote and determining whether a Director nominee has received the requisite number of affirmative votes, abstentions and broker non-votes will not count as a vote for or against a Director nominee.

MacAndrews & Forbes has informed the Company that it will vote FOR the election of each of the 1213 nominees identified in this Proxy Statement to the Board of Directors. MacAndrews & Forbes’ affirmative vote is sufficient, without the concurring vote of the Company’s other stockholders, to elect each of the Director nominees at the 20152016 Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 1213 NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.

Nominees for Election as Directors

The name, age (as of December 31, 2014)2015), principal occupation for the last 5 years, public company board service for the last 5 years, selected biographical information and period of service as a Company Director for each of the Director nominees for election follow:

Mr. Perelman (71)(72) has been Chairman of the Board of Directors of the Company and of Revlon Consumer Products Corporation, the Company’s wholly-owned operating subsidiary (“Products Corporation”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 company that acquires and manages a diversified portfolio of private and public companies, 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”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”“Exchange Act”), or were registered investment companies under the Investment Company Act of 1940 (in either case, referred to herein as “public reporting companies”) within the last 5 years: the Company (1992 —– present); Products Corporation (1992 —– present); Scientific Games (2003 —– present); and M & F Worldwide Corp. (“M & F Worldwide”Worldwide”) (1995 —– 2011), a holding company which ceased to be a publicly-traded company in December 2011.

Mr. Bernikow (74)(75) has been a Director of the Company and of Products Corporation since September 2003.2003, and serves as Chairman of the Company’s Audit Committee and Chairman of the Company’s Compensation Committee. From 1998 until his retirement in May 2003, Mr. Bernikow served as the Deputy Chief Executive Officer of Deloitte & Touche LLP (“D&T”&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. Bernikow serves as Chairman of the Company’s Audit Committee and Chairman of the Company’s Compensation Committee. Mr. Bernikow has served on the Boards of Directors or Trustees of the following public reporting companies within the last 5 years: the Company (2003 —– present); Products Corporation (2003 —– present); Destination XL Group, Inc. (“Destination XL”XL”) (formerly known as Casual Male Retail Group, Inc.) (2003 —– present), for which he also currently serves as a member of its audit committee;; Mack-Cali Realty Corporation (“Mack-Cali”Mack-Cali”) (2004 —– present), for which he also currently serves as Chairman of its audit committee; FCB Financial Holdings, Inc. (“FCB Financial”Financial”) (2010 —– present), for which he also currently serves as Chairman of its audit committee; and certain funds (the “UBS Funds”“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.

Mr. Dinh (47) has been a Director of the Company and of Products Corporation since June 2012, including serving as a member of the Company’s Audit Committee since June 2015. Mr. Dinh is the founding partner of Bancroft

Mr. Delpani (46) has served as the Company’s and Products Corporation’s President and Chief Executive Officer since November 2013. Mr. Delpani has also served as a Director 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. (“TCG”), Mr. Delpani served as TCG’s Chief Executive Officer since May 2007. Before joining TCG, 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 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 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 (46) 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. Mr. Dinh also serves as the General Counsel and Corporate Secretary of Strayer Education, Inc., an education services holding company that owns Strayer University, a holding company that he joined in 2010. In addition, Mr. Dinh has served as a Professional Lecturer in Law and a Distinguished Lecturer in Government at Georgetown University since 2014. Previously, Mr. Dinh served as a tenured law professor at Georgetown University from 1996 to 2014. 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 5 years: the Company (2012 —– present); Products Corporation (2012 —– present); Twenty-First Century Fox, Inc. (2013 —– present), for which he also serves as a member of its audit committee; News Corporation (2004 —– 2013); M & F Worldwide (2007 —– 2011) (which ceased to be a publicly-traded company in December 2011); and The Orchard, Inc. (2007 —– 2010).

Professor Feldberg (72)(73) has been a Director of the Company since February 1997.1997 and serves as a member of the Company’s Audit Committee. 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, 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. Professor Feldberg 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, from 2007 to 2013. Professor Feldberg serves as Chairman of the Company’s Nominating and Corporate Governance Committee and as a member of the Company’s Audit Committee. Professor Feldberg has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (1997 —– present); Macy’s, Inc. (1992 —– present); UBS Funds (2001 —– present); PRIMEDIA Inc. (1997 —– 2011); and Sappi Limited (2002 —– 2012).

Mr. Kennedy (68)Garcia (56) has been the Company’s and Products Corporation’s Vice Chairman of the Board of Directors since May 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 served since August 2014 as Senior Executive Vice President of MacAndrews & Forbes (a position he previously held from May 2009 to December 2012). Mr. Kennedy served as President and Chief Executive Officer of Scientific Games from November 2013 through July 2014 and as Vice Chairman of Scientific Games since October 2009 (including in a non-executive capacity since July 2014). 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. Mr. Kennedy served as the Company’s and Products Corporation’s interim Chief Executive Officer during October 2013; President and Chief Executive Officer from September 2006since April 15, 2016. Prior to May 2009; Executivejoining the Company, Mr. Garcia served in senior executive positions at the Colgate-Palmolive Company, including most recently as its Chief Operating Officer, Global Innovation and Growth, Europe/South Pacific & Hill’s Pet Nutrition, a position he held since 2010, with expanded responsibility for Hill’s Pet Nutrition beginning in 2012. From 2007 to 2010, Mr. Garcia was EVP, President, Colgate-Latin America & Global Sustainability. Mr. Garcia joined Colgate in 2003 as President, Colgate-Asia Pacific. Prior to joining Colgate, Mr. Garcia was Senior Vice President Chief Financial Officer and Treasurer from March 2006 to September 2006; and asof International Operations at the Company’s Executive Vice President and Products Corporation’s President, International from June 2002 until March 2006. From 1998 until 2001,Timberland Company. 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. From 1992 to 1997, Mr. Kennedy served as General Manager of the Coca-Cola USA Fountain Division, a unit of The Coca-Cola Company, which he joined in 1980. Mr. KennedyGarcia has served on the Boards of Directors of the following public reporting companies within the last 5 years: the Company (2006 —(April 2016 – present); Products Corporation (2006 —(April 2016 – present); and Scientific Games (2009 —Kimberly-Clark Corporation (2011 – present).

Mr. Meister (63) has served as President of MacAndrews & Forbes since 2014. He is also Co-Founder, and since 2008, Chief Executive Officer, of Liberty Lane Partners, a private investment company with investments in healthcare, technology and distribution-related industries, and Co-Founder and, since 2007, Vice Chair, at Perspecta Trust, a trust company that provides trust and investment services. From 2010 to 2014, Mr. Meister served as Chairman, and from 2011 to 2014 also as Chief Executive Officer, of inVentiv Health, a leading provider of commercial, consulting and clinical research services to the pharmaceutical and biotech industries. Until 2007, he was Chairman of the Board of Thermo Fisher Scientific Inc., a provider of products and services to businesses and institutions in the field of science, which was formed by the merger of Fisher Scientific International Inc. and Thermo Electron Corporation in November 2006. Mr. Meister was Vice Chairman of Fisher Scientific International, Inc. from 2001 to 2006 and served as its Chief Financial Officer from 1991 to 2001. Mr. Meister is a member of the Board of Directors of LKQ Corporation, Inc., a leading distributor of vehicle products; Scientific Games Corporation, which provides customized, end-to-end solutions to the gaming industry; Quanterix Corporation, a developer of ground-breaking tools in high definition diagnostics; vTv Therapeutics Inc., a clinical stage biopharmaceutical company focusing on treatments for alzheimers and diabetes; and inVentiv Health. During the last 5 years, he has also served as a member of the Board of Directors of M & F Worldwide, a holding company that holds various businesses that is controlled by affiliates of MacAndrews & Forbes (which ceased to be a publicly-traded company in December 2011). Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board and serves on the Executive Advisory Board of the Chemistry of Life Processes Institute at Northwestern University.

Ms. Mellon (47)(48) has been a Company Director since August 2008. Ms. Mellon has served as the President of TMellon Enterprises LLC since 2011. In 1996, Ms. Mellon founded and until November 2011 served in a senior executive capacity with J. Choo Limited, a manufacturer and international retailer of women’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 for British Vogue magazine, since 1990, and previously held positions at Mirabella magazine 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 5 years: the Company (2008 —– present).

Ms. Perelman (41)(42) has been a Company Director since June 2015. Ms. Perelman has been Executive Vice President, Strategy and New Business Development, of MacAndrews & Forbes since 2014. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice President and served as a Senior Vice President from 2008 to 2014. Prior to joining MacAndrews & Forbes, Ms. Perelman held various positions at the Company in corporate finance and brand marketing. Ms. Perelman also serves as a founding member and Vice Chairman of the Child Mind Institute, an Advisory Board member for the Social Enterprise Program at Columbia Business School, as a trustee of the NYU Langone Medical Center and as a trustee of the Children’s Museum of the Arts. Ms. Perelman is the daughter of the Company’s Chairman of the Board. During the past 5 years, Ms. Perelman has served on the BoardBoards of Directors of the following public reporting companies within the last 5 years: the Company (2015 – present) and Scientific Games Corporation (2014 — present), which is a– 2015).

Mr. Savas (53) has been Executive Vice President and Chief Financial Officer of MacAndrews & Forbes since 2007. Mr. Savas has also served as Executive Vice President and Chief Financial Officer of M&F Worldwide Corp. since 2006. Mr. Savas previously served as Director of Corporate Finance, and in various positions of increasing responsibility, at MacAndrews & Forbes since 1994. Mr. Savas has served on the Boards of the following public reporting company.companies within the last 5 years: vTv Therapeutics Inc. (2015 – present); Harland Clarke Holdings Corp. (2006 – present) and SIGA Technologies, Inc. (2004 – present).

Mr. Schwartz (65)(66) has been a 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 a Trustee of the City University of New York, served as Chairman of the Board of Trustees of Kenyon College;College and continues as a Trusteemember of the City University of New York;Board, served as a member of the Board of Visitors of the Georgetown University Law Center until October 2015; a member of the Board of Trustees of the NYU Langone Medical Center; and a member of the Board of Directors of each of the following civic organizations: Jazz at Lincoln Center;Center, New York City Center;Center and Human Rights First; and NYU Langone Medical Center. Mr. Schwartz serves as a member of the Company’s Nominating and Corporate Governance Committee.First. Mr. Schwartz has served on the Boards of Directors of the

following public reporting companies within the last 5 years: the Company (2007 —– present); Products Corporation (2004 —– present); Scientific Games (2003 —– present); Harland Clarke Holdings Corp. (2005 —– 2014); and M & F Worldwide (2008 —– 2011) (which ceased to be a publicly-traded company in December 2011).

Ms. Falcone Sorrell (41)(42) has been a Company Director since March 2014. She serves as Senior Advisor to the Chairman at the World Economic Forum, a position she has held since 2009. From 2010 to 2014, Ms. Falcone Sorrell served as Principal Consultant, Office of Outreach and Partnership for the Inter-American Development Bank. 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:companies within the last 5 years: the Company (2014 —– present) and Viacom, Inc. (2013 —– present).

CORPORATE GOVERNANCE

Board of Directors and its Committees

Board Size and Committees

The Board currently consists of 1413 directors. Following the 20152016 Annual Meeting, and assuming all director nominees named in Proposal No. 1 (Election of Directors) are elected, we expect the Board will continue to consist of 1213 directors. Messrs. Delpani and Kennedy are not standing for re-election at the 2016 Annual Meeting. The Board of Directors currently has the following standing committees: the Audit Committee the Compensation Committee and the Nominating and Corporate GovernanceCompensation Committee. Each of these committees and their functions are described in further detail below. Following the 2015 Annual Meeting, we expect the Board to taketook advantage of the “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and we expect the Board, to assume this function instead of a stand-alone committee.the Audit Committee and the Compensation Committee each assumed certain functions that were formerly carried out by the Company’s now-disbanded Nominating and Corporate Governance Committee.

“Controlled Company” Exemption

The Company is a “controlled company” (i.e., one in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) within the meaning of New York Stock Exchange (the “NYSE”“NYSE”) rules. Accordingly, the Company is not required to have a majority of independent directors, a nominating and corporate governance committee or a compensation committee (each of which committees, under the NYSE’s rules, would otherwise be required to be comprised entirely of independent directors). While during 2014 more than a majority of the Company’s directors were independent and theThe Company maintained a stand-alone nominating and corporate governance committee, following the 2015 Annual Meeting, the Company intends to availcurrently avails itself of the NYSE’s “controlled-company” exemption from the requirement to have a majority of independent directors and the requirement to have a nominating and corporate governance committee.

The Board has determined that of the director nominees listed in this Proxy Statement, Messrs. Bernikow, Dinh and Feldberg and Mses. Kurzman, Mellon and Falcone Sorrell qualify as independent directors under Section 303A.02 of the NYSE Listed Company Manual (the “NYSE Manual”“NYSE Manual”) and under the Revlon, Inc. Board Guidelines for Assessing Director Independence (the “Independence Guidelines”“Independence Guidelines”). The Independence Guidelines are available at www.revloninc.com under the heading Investor Relations - Corporate Governance.

Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), we expect the Board to take advantage of the NYSE’s “controlled company” exemption from the requirement to have a nominating and corporate governance committee, and we expect the Board to assume this function instead of a stand-alone committee.

Even though as a “controlled company,” the Company is not required to have a Compensation Committee (which, under NYSE rules, would otherwise be required to be comprised entirely of independent directors), the Board does maintain a Compensation Committee. The Compensation Committee is currently comprised of Messrs. Bernikow (Chairman) and Kretzman and Ms.Mses. Kurzman and Kathi Seifert.Perelman. The Board has determined that Mr. Bernikow and Ms. Kurzman qualify as independent directors under Section 303A.02 of the NYSE Manual and under the Independence Guidelines. The Board has also determined that all of the current Compensation Committee membersMessrs. Bernikow and Kretzman and Ms. Kurzman qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act, and that Mr. Bernikow and Mses. Kurzman and SeifertPerelman qualify as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”“Code”).

Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), the Board expects to assess the composition and membership of the Compensation Committee and, to the extent there are changes in committee membership it will post such changes to its website, www.revloninc.com, under the heading Investor Relations - Corporate Governance.

Number of Board and Committee Meetings

During 2014,2015, the Board of Directors held 6 meetings and acted 43 times by unanimous written consent; the Audit Committee held 86 meetings; the Compensation Committee held 8 meetings;5 meetings and acted once by unanimous written consent; the Nominating and Corporate Governance Committee held 3 meetings;2 meetings and acted once by unanimous written consent (which committee was discontinued following the 2015 Annual Meeting); and the Compensation Committee and the Nominating and Corporate Governance Committee held 21 joint meetings.meeting. Ms. Mellon attended fewer than 75% of the Board meetings during 2014.2015.

and a compensation committee,Compensation Committee, each operating under their respective written charters, to assist the Board in its oversight functions. The Audit Committee will continue to be comprised entirely of independent directors as required under SEC rules and NYSE standards.

In the past, including for the director nominees for the 2015 Annual Meeting, theThe qualifications and experience of nominees for board service and committee membershipelection to the Board were reviewed annually by the Nominating and Corporate Governance Committee. Nominees for board membership were then recommended by such committee for appointment as director nominees by the Board whose election wasand such nominees were approved by the Board, subject to stockholder approval at the annual stockholders’ meetings. As we expect that2016 Annual Meeting. Following the Board will assume the Nominating and Corporate Governance Committee’s functions following the 20152016 Annual Meeting, the full Board, will assessafter having reviewed and considered the directors’ qualifications and experience, will re-appoint the members of nominees for Boardits Audit Committee and committee service in the future.Compensation 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’s Board since June 19981998; and Mr. Delpani has held the positions of President and Chief Executive Officer of the Company sincefrom November 2013.2013 until March 1, 2016. On February 25, 2016 Gianni Pieraccioni, the Company’s former Executive Vice President and Global President – Revlon Consumer Division, was elected as the Company’s Executive Vice President and Chief Operating Officer. Following Mr. Delpani’s cessation as the Company’s President and Chief Executive Officer on March 1, 2016, Mr. Pieraccioni was the Company’s acting principal executive officer until Mr. Garcia was elected as the Company’s President and Chief Executive Officer, effective April 15, 2016. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect toof the day-to-day management and operation of the Company’s business.

The Board and each of its committees conduct annual self-assessments to review and monitor their respective continued effectiveness. The Board has determined that in light of its status as a “controlled company,” the proposed size, composition and structure (including committee structure) to be implemented following the 2015 Annual Meeting are appropriate for the Board to continue to function effectively and efficiently. The Company believes that its separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Below is a summary of the respective nominees’ experience, qualifications and background (including public company board experience). Such experience supports their respective qualifications to continue to serve on the Company’s Board of Directors. Without limiting the foregoing—

Director of Welsh, Carson, Anderson & Stowe), as well as his public company board experience (including at Macy’s and UBS Funds and formerly at each of PRIMEDIA Inc. and Sappi Limited) and his familiarity with the Company, as well as his prior service as a Company Director, qualify him to continue to serve on the Company’s Board.

Director Nominating Processes; Diversity

The Board selects director nominees for each annual stockholders’ meeting and director nominees to fill vacancies on the Board that may occur between annual stockholders’ meetings by reason of disqualification, resignation, retirement, death or any increase in the size of the Board.

In evaluating director nominees, the Board is guided by, among other things, the principles for Board membership expressed in the Company’s Corporate Governance Guidelines, which are available at www.revloninc.com under the heading, Investor Relations (Corporate Governance). The Board, in identifying and considering candidates for nomination to the Board, considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines, the quality of the candidate’s experience, the Company’s needs and the range of talent and experience represented on the Board.

In its assessment of each potential candidate, the Board considers the nominee’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 Board determines to be pertinent in light of the Board’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 Board identifies potential nominees from various sources, such as officers, directors and stockholders, and from time to time may retain the services of third party consultants to assist it in identifying and evaluating director nominees.

Stockholder Process for Submitting Director Nominees

The Board will consider director candidates recommended by stockholders. The process followed to evaluate candidates submitted by stockholders does not differ from the process followed for evaluating other director nominees. The Board 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’s Secretary, at Revlon, Inc., One New York Plaza, 49^th Floor, New York, NY 10004, attention: Michael T. Sheehan.

Recommendations for director candidates are accepted throughout the year by the Board. In order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual stockholders’ meeting, 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’s most recent annual proxy statement. For director recommendations to be considered in connection with the Company’s 2016 Annual Meeting, this submission date was December 23, 2015. No such recommendations were received from stockholders in connection with the 2016 Annual Meeting. To have a candidate considered for nomination (subject to requests for further information as may be determined by the Board), a stockholder must initially provide the following information:

Stockholder-Director Communications

The Board 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 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’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, at michael.sheehan@revlon.com; or (ii) mailing it to Revlon, Inc., One New York Plaza, 49^th Floor, New York, NY 10004, 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, “Stockholder Process for Submitting Director Nominees,” in this Proxy Statement, above.

Non-Management Executive Sessions

The Company’s Corporate Governance Guidelines provide that the Board will regularly meet in executive session without any member of the Company’s management being present and that the Company’s independent directors will also meet in at least one non-management executive session per year attended only by 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 director executive session of the Board, although the same director is not required to preside at all such non-management or independent director executive sessions. The presiding director at such non-management and independent director executive sessions of the Board is determined in accordance with the applicable provisions of the Company’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. During 2015, the Board of Directors met in at least one executive session attended by only independent directors (all of whom constituted non-management directors).

Audit Committee

Composition of the Audit Committee

The Audit Committee is currently comprised of Messrs. Bernikow (Chairman), Dinh and Feldberg, and Diana Cantor and Kathi Seifert. Following the 2015 Annual Meeting and assuming the election of all directors named under Proposal No. 1 (Election of Directors), the Audit Committee is expected to consist of Messrs. Bernikow (Chairman), Feldberg and Dinh, each of whom the Board of Directors has determined satisfies the NYSE’s and the SEC’s audit committee independence and financial experience requirements. Each of these directors served as a member of the Audit Committee during all of 2015 (other than Mr. Dinh, who was appointed to the Audit Committee in June 2015) and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement.

The Company has determined that Mr. Bernikow qualifies as an “audit committee financial expert,”expert” under applicable SEC rules. In accordance with applicable NYSE listing standards, the Company’s Board of Directors has considered Mr. Bernikow’s simultaneous service on the audit committees of more than three public companies, namely the audit committees of the Company, Destination XL, Mack-Cali, FCB Financial and the UBS Funds, and has determined that such service does not impair his ability to effectively serve on the Company’s Audit Committee as, among other things, Mr. Bernikow is retired and, accordingly, has a flexible schedule and time to commit to service as an Audit Committee and Board member, including on a full-time basis, if necessary; he has significant professional accounting experience and expertise, which renders him highly qualified to effectively and efficiently serve on multiple audit committees; the audit committees of the UBS Funds effectively function as a single, consolidated audit committee; and Mr. Bernikow has served as a member of the Company’s Audit Committee since 2003 and his service on the other audit committees noted has not impaired his ability to effectively serve on the Company’s Audit Committee during this period.

Audit Committee Charter

The Audit Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Audit Committee Responsibilities

Pursuant to its charter, the Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to, among other things, the integrity of the Company’s financial statements and disclosures; the Company’s compliance with legal and regulatory requirements; the appointment, compensation,

retention and oversight of the Company’s independent auditors, as well as their qualifications, independence and performance; enterprise risk assessment and the Company’s risk management guidelines, processes and policies; and the performance of the Company’s internal audit functions.functions; and the Revlon, Inc. Related Party Transaction Policy. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see “Audit Committee Report,” below). The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by the Company’s independent auditor. See “Annex B —C – Revlon, Inc. 20152016 Audit committee pre-approval policy.”

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is currently comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Seifert. Following the 2015 Annual Meeting and assuming the electionPerelman. Each of allthese directors named under Proposal No. 1 (Election of Directors), the Board expects to assess and may decide to make changes to the composition and membershipserved as a member of the Compensation Committee.Committee during all of 2015 (other than Ms. Perelman, who was appointed to the Compensation Committee in June 2015) and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Compensation Committee’s Responsibilities

Pursuant to its charter, the Compensation Committee currently reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”“CEO”) and other Named Executive Officers (“NEOs”), evaluates the CEO’s and the other Named Executive Officers’NEOs’ performance in light of those goals and objectives, together with the Nominating and Corporate Governance Committee, and determines, either as a committee or together with the Board of Directors, the CEO’s and other Named Executive Officers’NEOs’ compensation level based on such evaluations. Following the 2015 Annual Meeting and assuming the election of all director nominees named in Proposal No. 1 (Election of Directors), the Compensation Committee expects to evaluate the CEO’s and other Named Executive Officers’ performance together with the Board. The Compensation Committee also reviews and approves compensation and incentive arrangements for certain of the Company’s executive officers and such other Company employees as the Compensation Committee may determine to be necessary or desirable from time to time. The Compensation Committee also reviews and approves awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”“Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive “Incentive Compensation Plan”Plan”) and oversees the administration of such plans. While the Company did not implement any company-wide equity award program for 2014, during 2014,During 2015, the Compensation Committee approved certain one-time grants of restricted stock under the Stock Plan to designated members of its senior management team, including the Named Executive Officers,to Mr. Pieraccioni, which grants were intendeddesigned to provide themtheir recipients with total compensation that is designed to be competitive toa strong retention incentive and a significant stake in Revlon’s long-term success, while aligning the Company’s peer group andinterests of management with an element of long-term incentive compensation designed to retain those senior executive leaders that the Company believes will effectively lead the execution of its strategy of value creation.shareholder interests. For more information on these one-time grants of restricted stock, see “Grants of Plan-Based Awards - Equity Awards,” below.

The Compensation Committee is also responsible for reviewing and discussing with the Company’s appropriate officers the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussion, the Compensation Committee is also responsible for (i) determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K or in the annual proxy statement (and incorporated by reference into the Annual Report on Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s annual report on Form 10-K or in the annual proxy statement. The Compensation Committee also considers whether there exist any potential conflicts of interest with its independent outside compensation consultant, and has determined that there were none.

Compensation Committee’s Delegation of Authority

Pursuant to the terms of the Incentive Compensation Plan, the Compensation Committee may delegate to an administrator (who must be an employee or officer of the Company) the power and authority to administer the Incentive Compensation Plan for the Company’s employees, other than its Chief Executive Officer and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (“Section 162(m) Officers”Officers”). Section 157(c) of the Delaware General Corporation Law (the “DGCL”“DGCL”) provides that the Company’s Board of Directors (or the Compensation Committee acting on behalf of the Board) may delegate authority to any officer of the Company to designate grantees of equity awards under the Stock Plan other than himself or herself and to determine the number of such equity awards to be issued. The Compensation Committee did not delegate any such authority for 2014.2015.

Compensation Committee Interlocks and Insider ParticipationNon-Management Executive Sessions

The Compensation Committee doesCompany’s Corporate Governance Guidelines provide that the Board will regularly meet in executive session without any member of the Company’s management being present and that the Company’s independent directors will also meet in at least one non-management executive session per year attended only by 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 director executive session of the Board, although the same director is not have any interlocksrequired to preside at all such non-management or insider participation requiring disclosure underindependent director executive sessions. The presiding director at such non-management and independent director executive sessions of the SEC’s executive compensation rules.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below Board is determined in this Proxy Statementaccordance with the applicable provisions of the Company’s appropriate officers. Based onBy-laws, such review and discussions,that the Compensation Committee recommended toChairman of the Board of Directors thator, in his absence (as is the Compensation Discussion and Analysis be includedcase with independent executive sessions), a director chosen by a majority of the directors present will preside at such meetings. During 2015, the Board of Directors met in this Proxy Statement, as well as in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, includingat least one executive session attended by incorporation by reference to this 2015 Proxy Statement.

Respectfully submitted,
Compensation Committee
   Alan S. Bernikow, Chairman
   Robert K. Kretzman
   Ceci Kurzman
   Kathi P. Seifertonly independent directors (all of whom constituted non-management directors).

Nominating and Corporate GovernanceAudit Committee

Composition of the Nominating and Corporate GovernanceAudit Committee

The Nominating and Corporate GovernanceAudit Committee is currently comprised of Messrs. FeldbergBernikow (Chairman), Dinh and Schwartz and Ms. Lee. As noted above, following the 2015 Annual Meeting and assuming the electionFeldberg, each of all directors named under Proposal No. 1 (Election of Directors), we expectwhom the Board to take advantageof Directors has determined satisfies the NYSE’s and the SEC’s audit committee independence and financial experience requirements. Each of these directors served as a member of the NYSE’s “controlled company” exemption fromAudit Committee during all of 2015 (other than Mr. Dinh, who was appointed to the requirement to haveAudit Committee in June 2015) and each of these directors remained a nominating and corporate governancemember of the Audit Committee as of the date of this Proxy Statement.

The Company has determined that Mr. Bernikow qualifies as an “audit committee and we expect the Board to assume this function instead of a stand-alone committee. Givenfinancial expert” under applicable SEC rules. In accordance with applicable NYSE listing standards, the Company’s “controlled company” status,Board of Directors has considered Mr. Bernikow’s simultaneous service on the audit committees of more than three public companies, namely the audit committees of the Company, Mack-Cali, FCB Financial and the UBS Funds, and has determined that such service does not impair his ability to effectively serve on the Company’s Audit Committee as, among other things, Mr. Bernikow is retired and, accordingly, has a flexible schedule and time to commit to service as an Audit Committee and Board believes thatmember, including on a full-time basis, if necessary; he has significant professional accounting experience and expertise, which renders him highly qualified to effectively and efficiently serve on multiple audit committees; the audit committees of the UBS Funds effectively function as a single, consolidated audit committee; and Mr. Bernikow has served as a member of the Company’s Audit Committee since 2003 and his service on the other audit committees noted has not impaired his ability to effectively serve on the Company’s Audit Committee during this structure is appropriate.period.

Nominating and Corporate GovernanceAudit Committee Charter

The Nominating and Corporate GovernanceAudit Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Nominating and Corporate GovernanceAudit Committee Responsibilities

Pursuant to its charter, the functionsAudit Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to, among other things, the integrity of the NominatingCompany’s financial statements and Corporate Governance Committee include, among other things: identifying individuals qualified to become Board members; selecting or recommending todisclosures; the Board proposed nominees for Board membership; recommending directors toCompany’s compliance with legal and regulatory requirements; the Board to serve on the Board’s standing committees; overseeing the evaluationappointment, compensation,

retention and oversight of the Board’sCompany’s independent auditors, as well as their qualifications, independence and performance; evaluating, together withenterprise risk assessment and the Compensation Committee,Company’s risk management guidelines, processes and policies; the CEO’sperformance of the Company’s internal audit functions; and senior management’s performance; overseeing the Revlon, Inc. Related Party Transaction Policy;Policy. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see “Audit Committee Report,” below). The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by the Company’s independent auditor. See “Annex C – Revlon, Inc. 2016 Audit committee pre-approval policy.”

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 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.

Audit Committee Report

Management represented to the Audit Committee that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 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’s independent registered public accounting firm.

The Audit Committee discussed with the Company’s independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), including information concerning the scope and results of the audit and information relating to KPMG’s judgments about the quality, and not just the acceptability, of the Company’s accounting principles. These communications and discussions are intended to assist the Audit Committee in overseeing the Company’s processes for succession planning forfinancial reporting.

The Audit Committee has received the CEOwritten disclosures and other senior management positions; and periodically reviewing the Board’s Corporate Governance Guidelines and Independence Guidelines and recommending changes, if any, toletter from the Board. FollowingCompany’s independent registered public accounting firm, as required by applicable requirements of the 2015 Annual Meeting, it is expected thatPCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee will overseeconcerning independence, and the Audit Committee has discussed with the Company’s independent registered public accounting firm that 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’s provision of audit and non-audit services to the Company is compatible with KPMG’s independence.

Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the 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’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan S. Bernikow, Chairman
   Viet D. Dinh
   Meyer Feldberg

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Perelman. Each of these directors served as a member of the Compensation Committee during all of 2015 (other than Ms. Perelman, who was appointed to the Compensation Committee in June 2015) and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Compensation Committee’s Responsibilities

Pursuant to its charter, the Compensation Committee currently reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”) and other Named Executive Officers (“NEOs”), evaluates the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determines, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations. The Compensation Committee also reviews and approves compensation and incentive arrangements for certain of the Company’s executive officers and such other Company employees as the Compensation Committee may determine to be necessary or desirable from time to time. The Compensation Committee also reviews and approves awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”) and the Revlon Inc. Related Party Transaction PolicyAmended and thatRestated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and oversees the full Board will fulfill all other responsibilities currently handled byadministration of such plans. During 2015, the NominatingCompensation Committee approved certain grants of restricted stock under the Stock Plan to designated members of its senior management team, including to Mr. Pieraccioni, which grants were designed to provide their recipients with a strong retention incentive and Corporate Governance Committee.

Director Nominating Processes; Diversitya significant stake in Revlon’s long-term success, while aligning the interests of management with shareholder interests. For more information on these grants of restricted stock, see “Grants of Plan-Based Awards - Equity Awards,” below.

The NominatingCompensation Committee is also responsible for reviewing and Corporate Governancediscussing with the Company’s appropriate officers the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussion, the Compensation Committee currently identifies individuals qualifiedis also responsible for (i) determining whether to become Board members when any vacancy occurs by reason of disqualification, resignation, retirement, death or an increase in the size of the Board. The Nominating and Corporate Governance Committee selects or recommends that the Board select director nominees for each annual stockholders’ meeting and director nomineesrecommend to fill vacancies on the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K or in the annual proxy statement (and incorporated by reference into the Annual Report on Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s annual report on Form 10-K or in the annual proxy statement. The Compensation Committee also considers whether there exist any potential conflicts of interest with its independent outside compensation consultant, and has determined that there were none.

Compensation Committee’s Delegation of Authority

Pursuant to the terms of the Incentive Compensation Plan, the Compensation Committee may occur between annual stockholders’ meetings.delegate to an administrator (who must be an employee or officer of the Company) the power and authority to administer the Incentive Compensation Plan for the Company’s employees, other than its Chief Executive Officer and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (“Section 162(m) Officers”). Section 157(c) of the Delaware General Corporation Law (the “DGCL”) provides that the Company’s Board of Directors (or the Compensation Committee acting on behalf of the Board) may delegate authority to any officer of the Company to designate grantees of equity awards under the Stock Plan other than himself or herself and to determine the number of such equity awards to be issued. The Compensation Committee did not delegate any such authority for 2015.

Role of Officers and Consultants in the Compensation Committee’s Deliberations

For a discussion of the role of the Company’s executive officers and compensation consultants in recommending the amount or form of executive and director compensation, and the consideration of any possible conflicts of interest with the Compensation Committee’s independent outside compensation consultant, see “Compensation Discussion and Analysis - Role of the Compensation Committee.”

In evaluating director nominees, the Nominating and Corporate Governance Committee is guided by, among other things, the principles for Board membership expressed in the Company’s Corporate Governance Guidelines, which are available at www.revloninc.com under the heading, Investor Relations (Corporate Governance). The Nominating and Corporate Governance Committee, in identifying and considering candidates for nomination to the Board, considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s charter, the quality of the candidate’s experience, the Company’s needs and the range of talent and experience represented on the Board.

In its assessment of each potential candidate, the Nominating and Corporate Governance Committee considers the nominee’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 Nominating and Corporate Governance Committee determines to be pertinent in light of the Board’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 Nominating and Corporate Governance Committee identifies potential nominees from various sources, such as officers, directors and stockholders, and from time to time may retain the services of third party consultants to assist it in identifying and evaluating director nominees.

As a result of the NYSE’s “controlled company” exemption, following the 2015 Annual Meeting the Board does not intend to have a nominating and corporate governance committee or other committee performing nomination functions, and the Board intends to fulfill this role and follow the director nomination processes described above.

Stockholder Process for Submitting Director Nominees

Following the 2015 Annual Meeting, the Board will also consider director candidates recommended by stockholders. The process followed to evaluate candidates submitted by stockholders will not differ from the process followed for evaluating other director nominees. The Board 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’s Secretary, at Revlon, Inc., One New York Plaza, 49th Floor, New York, NY 10004, attention: Michael T. Sheehan.

Recommendations for director candidates are accepted throughout the year by the Board. In order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual stockholders’ meeting, 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’s most recent annual proxy statement, which, for recommendations for the Company’s 2015 Annual Meeting, was December 25, 2014. No such recommendations were received from stockholders for the 2015 Annual Meeting. To have a candidate considered for nomination (subject to requests for further information as may be determined by the Board), a stockholder must 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 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

retention and oversight of the Company’s independent auditors, as well as their qualifications, independence and performance; enterprise risk assessment and the Company’s risk management guidelines, processes and policies; the performance of the Company’s internal audit functions; and the Revlon, Inc. Related Party Transaction Policy. The Audit Committee is also responsible for preparing the annual Audit Committee Report, which is required under SEC rules to be included in this Proxy Statement (see “Audit Committee Report,” below). The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by the Company’s independent auditor. See “Annex C – Revlon, Inc. 2016 Audit committee pre-approval policy.”

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 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.

Audit Committee Report

Management represented to the Audit Committee that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2015 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’s independent registered public accounting firm.

The Audit Committee discussed with the Company’s independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), including information concerning the scope and results of the audit and information relating to KPMG’s judgments about the quality, and not just the acceptability, of the Company’s accounting principles. These communications and discussions are intended to assist the Audit Committee in overseeing the Company’s financial reporting.

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Company’s independent registered public accounting firm that 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’s provision of audit and non-audit services to the Company is compatible with KPMG’s independence.

Based on the Audit Committee’s review of and discussions regarding the Company’s audited consolidated financial statements and the Company’s internal control over financial reporting with management, the 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’s roles and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan S. Bernikow, Chairman
   Viet D. Dinh
   Meyer Feldberg

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee is comprised of Messrs. Bernikow (Chairman) and Kretzman and Mses. Kurzman and Perelman. Each of these directors served as a member of the Compensation Committee during all of 2015 (other than Ms. Perelman, who was appointed to the Compensation Committee in June 2015) and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement.

Compensation Committee Charter

The Compensation Committee operates under a comprehensive written charter, a printable and current copy of which is available at www.revloninc.com under the heading, Investor Relations (Corporate Governance).

Compensation Committee’s Responsibilities

Pursuant to its charter, the Compensation Committee currently reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (the “CEO”) and other Named Executive Officers (“NEOs”), evaluates the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determines, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations. The Compensation Committee also reviews and approves compensation and incentive arrangements for certain of the Company’s executive officers and such other Company employees as the Compensation Committee may determine to be necessary or desirable from time to time. The Compensation Committee also reviews and approves awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and oversees the administration of such plans. During 2015, the Compensation Committee approved certain grants of restricted stock under the Stock Plan to designated members of its senior management team, including to Mr. Pieraccioni, which grants were designed to provide their recipients with a strong retention incentive and a significant stake in Revlon’s long-term success, while aligning the interests of management with shareholder interests. For more information on these grants of restricted stock, see “Grants of Plan-Based Awards - Equity Awards,” below.

The Compensation Committee is also responsible for reviewing and discussing with the Company’s appropriate officers the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review and discussion, the Compensation Committee is also responsible for (i) determining whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K or in the annual proxy statement (and incorporated by reference into the Annual Report on Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s annual report on Form 10-K or in the annual proxy statement. The Compensation Committee also considers whether there exist any potential conflicts of interest with its independent outside compensation consultant, and has determined that there were none.

Compensation Committee’s Delegation of Authority

Pursuant to the terms of the Incentive Compensation Plan, the Compensation Committee may delegate to an administrator (who must be an employee or officer of the Company) the power and authority to administer the Incentive Compensation Plan for the Company’s employees, other than its Chief Executive Officer and certain other officers who constitute “covered employees” as defined in Treasury Regulation §1.162-27(c)(2) (“Section 162(m) Officers”). Section 157(c) of the Delaware General Corporation Law (the “DGCL”) provides that the Company’s Board of Directors (or the Compensation Committee acting on behalf of the Board) may delegate authority to any officer of the Company to designate grantees of equity awards under the Stock Plan other than himself or herself and to determine the number of such equity awards to be issued. The Compensation Committee did not delegate any such authority for 2015.

Role of Officers and Consultants in the Compensation Committee’s Deliberations

For a discussion of the role of the Company’s executive officers and compensation consultants in recommending the amount or form of executive and director compensation, and the consideration of any possible conflicts of interest with the Compensation Committee’s independent outside compensation consultant, see “Compensation Discussion and Analysis - Role of the Compensation Committee.”

Compensation Committee Interlocks and Insider Participation

The Compensation Committee does not have any interlocks or insider participation requiring disclosure under the SEC’s executive compensation rules.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below in this Proxy Statement with the Company’s appropriate officers. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, as well as in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including by incorporation by reference to this 2016 Proxy Statement.

Respectfully submitted,
Compensation Committee
   Alan S. Bernikow, Chairman
   Robert K. Kretzman
   Ceci Kurzman
   Debra Perelman

EXECUTIVE OFFICERS

The following executive officers of the Company whose positions with the Company as of the date hereof are set forth below, together with Messrs. Alletto and Elshaw, who ceased employment with the Company prior to December 31, 2014, constituteconstituted the Company’s “Named Executive Officers” for 20142015 for purposes of this Proxy Statement:

The following sets forth the age (as of December 31, 2014)2015), positions held with the Company during 2015 and selected biographical information for the Company’sCompany's current executive officers whose biographical information is not otherwise included in this Proxy Statement, above, with the Company’sCompany's Directors:

Mr. Simon (40) Delpani (47)has served as the Company’s Executive Viceand Products Corporation’s President and Chief FinancialExecutive Officer since September 2014.from November 2013 until March 1, 2016. His employment with the Company ceased on March 31, 2016. Mr. SimonDelpani has also served as a Director of the Company’s Senior Vice President, Global FinanceCompany and Products Corporation since November 2013, and he will continue to serve in such directorship roles following the cessation of his employment until the 2016 Annual Meeting. Pursuant to Mr. Delpani’s Transition and Separation Agreement and Release with the Company and Products Corporation, dated March 1, 2016 (as amended on April 21, 2016, the “Delpani TSA”), Mr. Delpani also agreed to provide advisory services to the Company through March 31, 2018 to assist with the transition of his duties. Prior to joining the Company in October 2013 as part of the Company’s acquisition of TCG. PriorThe Colomer Group Participations, S.L. (“TCG”), Mr. Delpani served as TCG’s Chief Executive Officer since May 2007. Before joining TCG, from 2005 to joining the Company2007, Mr. Delpani provided innovation and since 2002,new venture development guidance to various clients as a consultant. Previously, Mr. SimonDelpani served in various senior financeexecutive positions at Reckitt Benckiser plc, and/or certain of increasingits 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 TCG, including as TCG’s Chief Financial Officer since October 2011. From January 2008 until September 2011,Reckitt Benckiser plc, Mr. Simon served as Vice President, Finance AmericasDelpani held various senior marketing and executive positions with Johnson & Africa of Colomer USA.Johnson and The Procter & Gamble Company.

Mr. Pieraccioni (55)(56) has served as the Company’s Executive Vice President and Chief Operating Officer since February 2016. Mr. Pieraccioni previously served as the Company’s Executive Vice President, Global President – Revlon Consumer Division since February 2014 and was designated by the Board of Directors as an executive officer in February 2015.2014. Prior to joining the Company, Mr. Pieraccioni most recently served as Executive Vice President and Chief Commercial Officer for Alitalia, from August 2012 until September 2013. From January 2011 to July 2012, Mr. Pieraccioni served as General Manager - Spirits at Averna Group. From February 2009 to December 2010, Mr. Pieraccioni provided business consulting services to companies in various industries. Prior to that, Mr. Pieraccioni held several general management, marketing and commercial positions of increasing scope and seniority within the consumer and luxury goods industry, including at The Procter & Gamble Company, PepsiCo, Inc., Johnson & Johnson S.p.A., Sector Group Inc. and Binda Group S.p.A.

Mr. Simon (41) served as the Company’s Executive Vice President and Chief Financial Officer from September 2014 until February 2016. Mr. Simon previously served as the Company's Senior Vice President, Global Finance since joining the Company in October 2013, as part of the Company's acquisition of TCG. Prior to joining the Company and since 2002, Mr. Simon served in various senior finance positions of increasing responsibility at TCG, including as TCG's Chief Financial Officer since October 2011. From January 2008 until September 2011, Mr. Simon served as Vice President, Finance Americas & Africa of Colomer USA.

Effective in April 2016, the Company appointed (i) Fabian T. Garcia as President and Chief Executive Officer, whose biography appears under “Nominees for Election as Directors” above; and (ii) Juan R. Figuereo as Executive Vice President and Chief Financial Officer, whose biography appears below:

Juan R. Figuereo(60) has served as the Company’s Executive Vice President and Chief Financial Officer since April 12, 2016. From October 2012 to October 2015, Mr. Figuereo served as Executive Vice President and Chief Financial Officer of NII Holdings, Inc. NII Holdings, Inc. filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in September 2014 and emerged from such proceedings in June 2015. From 2009 to 2012, Mr. Figuereo served as Executive Vice President and Chief Financial Officer of Newell Rubbermaid Inc., a global marketer of consumer and commercial products. Prior to that, Mr. Figuereo served as Chief Financial Officer of Cott Corporation from 2007 to 2009, Vice President, Mergers and Acquisitions for Wal-Mart International from 2003 to 2007 and various international, finance and general management positions at PepsiCo from 1988 to 2003. Mr. Figuereo is a certified public accountant. Mr. Figuereo has served since June 2011 as a director and as member of the Audit & Risk Management Committee of PVH Corp., a NYSE-listed company. In 2015, Mr. Figuereo became Chairman of PVH’s Audit & Risk Management Committee.

RISK MANAGEMENT

Relationship of Compensation Practices to Risk Management

The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Risk Oversight

The Company’sCompany's senior management is responsible for identifying and managing risks to the Company’sCompany's business and the Board’sBoard's Audit Committee is responsible for reviewing and discussing that process with management. In accordance with applicable NYSE rules for listed issuers, the Audit Committee maintains an Audit Committee charter that addresses the duties and responsibilities of the Audit Committee, including the requirement that such committee discuss the Company’sCompany's guidelines, policies and processes with respect to enterprise risk assessment and risk management. As part of the Company’sCompany's enterprise risk management function, management identifies internal and external risk factors, monitors identified risks and takes appropriate action to mitigate such identified risks. Specifically, the Company’sCompany's internal audit group, with input from the Company’sCompany's senior management, leads a comprehensive enterprise risk assessment annually using a comprehensive risk management framework. This process identifies and characterizes risks based on the possible impact to the Company’sCompany's business and likelihood of occurrence. The Company’sCompany's management puts in place appropriate plans to mitigate the risks identified. The enterprise risk assessment is also taken into account in the formulation of the internal audit plan for the ensuing year. The Audit Committee reviews and discusses the Company’sCompany's enterprise risk assessment and risk management guidelines, policies and processes at least annually. Further, the Board reviews the Company’s business plan and

COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion and analysis of all material elements of the Company’sCompany's compensation of its Named Executive Officers including: (i) the objectives of the Company’s compensation program; (ii) what the compensation program is designed to reward; (iii) each element of compensation; (iv) why the Company chooses to pay each element; (v) how the Company determines the amount and, where applicable, the formula, for each element to pay; (vi) how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and may affect decisions regarding other elements of compensation; and (vii) whether and, if so, how the Company has considered the results of the most recent stockholder advisory vote on executive compensation in determining its compensation policies and decisions.2015 (the “2015 NEOs”):

Overview of Key 20142015 Compensation EventsPrograms

A summary of key aspects ofFor 2015, in addition to base salaries, the Company’s 2014Company's primary cash and stock incentive compensation programs follows:for its 2015 NEOs included:

The 2015 Annual Bonus Program, the 2015 LTIP Programs and the March 2016 vesting of the 2015 NEO’s Restricted Stock Grants are collectively referred to as the “2015 Incentive Compensation Programs.”

As previously disclosed on a Current Report on Form 8-K that each of the Company and Products Corporation filed with the SEC on March 28, 2016, the Company and Products Corporation elected Fabian T. Garcia as President and Chief Executive Officer, effective April 15, 2016. Mr. Garcia replaced Lorenzo Delpani, who served as the Company’s President and Chief Executive Officer from November 2013 through March 1, 2016. Mr. Garcia was also appointed to serve as a member of the Company’s Board of Directors, as well as the Board of Directors of Products Corporation. On March 27, 2016, the Company and Products Corporation entered into an employment agreement with Mr. Garcia, a summary of which is included in this proxy statement under “EXECUTIVE COMPENSATION  — Employment Agreements.”

Also, as previously disclosed on a Current Report on Form 8-K that each of the Company and Products Corporation filed with the SEC on April 12, 2016, the Company and Products Corporation elected Juan R. Figuereo as Executive Vice President and Chief Financial Officer, effective April 12, 2016. Mr. Figuereo succeeded Mr. Roberto Simon in such position, whose resignation from the Company was effective on February 29, 2016, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 26, 2016 (the “2015 Form 10-K”). On April 12, 2016, the Company and Products Corporation entered into an employment agreement with Mr. Figuereo, a summary of which is included in this proxy statement under “EXECUTIVE COMPENSATION — Employment Agreements.”

Compensation Philosophy

The Company’s compensation philosophy has remained unchanged from last year, other than that the Company has re-assessed the market reference points that it uses in its compensation philosophy. In the past, the Company had targeted the total target compensation for its NEOs to be positioned at or about the 50^th to 75^th percentile of competitive benchmark data for similarly situated executives at companies operating in general industry that participate in the Towers Watson U.S. Executive compensation database (the “Towers Watson Comparison Group”). The Towers Watson Comparison Group consisted of companies with revenues that are generally comparable in size with the Company (as listed on Annex A).

Beginning in 2015, based on the advice of Compensation Advisory Partners LLC (“CAP”), the Compensation Committee’s outside independent compensation consultant, the Company substituted the general industry survey data obtained from the Towers Watson Comparison Group for its NEOs with survey data from a proxy peer group of U.S. public companies. The Company’s proxy peer group for 2015 (the “2015 Proxy Peer Group”) consists of certain U.S. public companies (as listed on Annex B) that manufacture and market personal care and household products with revenues and market capitalization that are generally comparable in size with the Company. With input from CAP, the Compensation Committee’s outside independent compensation consultant, the Company's Human

Resources Department and the Compensation Committee discussed and considered that compensation data from other public companies would provide enhanced insight into competitive compensation trends applicable to the Company’s NEOs. When making peer group comparisons, the Company's Human Resources Department and the Compensation Committee focus annually on developing a total compensation opportunity that is intended to be competitive to the 2015 Proxy Peer Group, using the 50^th and 75^th percentiles of the 2015 Proxy Peer Group as reference points. For purposes of peer group comparison, “total compensation” refers to the sum of base salary, annual cash bonus (assuming a 100% target payout) and long-term incentive opportunities (consisting of LTIP awards (assuming a 100% target payout) and, if applicable, the annualized value of restricted stock measured on the grant date of the restricted stock awards).

Using the 50^th and 75^th percentiles of the 2015 Proxy Peer Group as reference points, the Company's compensation philosophy continues to focus on providing its NEOs with compensation programs that are reasonably designed to satisfy the following principal objectives:

2014 “Say-on-Pay” Vote Results:

At the Company’s last “say-on-pay” vote at its 2014 annual stockholders' meeting, approximately 99% of the Company’s stockholders approved the Company’s “say-on-pay” proposal regarding the structure and payment of the Company's compensation for its NEOs. At the Company’s June 2011 annual stockholders' meeting, approximately 99% of the Company’s stockholders approved the Company’s proposal that the “say-on-pay” vote be held once every 3 years (which is the Company’s current intention). While these “say-on-pay” stockholder votes are held on an advisory, non-binding basis (in accordance with SEC regulations), the Company believes that the near unanimity of the last stockholder vote represents an endorsement that the Company’s compensation processes and practices are appropriate for the Company.

Role of the Compensation Committee

The Compensation Committee reviews key components of each NEO's total compensation, which enables the Compensation Committee to make informed compensation decisions. Among other things, the Compensation Committee reviews and approves: (i) compensation for the Company's NEOs; (ii) the structure of the Company's annual bonus program under the Revlon Executive Incentive Compensation Plan, including approving annual performance-based objectives for the NEOs and the organization as a whole and certifying management’s assessment of the extent to which the applicable performance targets have been achieved; (iii) the structure of the Company’s LTIPs under the Incentive Compensation Plan, including approving performance-based objectives, target grants of

LTIP awards for the NEOs and certifying management’s assessment of the extent to which the applicable performance targets have been achieved; and (iv) the structure of the Company’s grants of restricted shares of its Class A Common Stock (the “Restricted Stock Grants”) to the NEOs under the Stock Plan.

The Compensation Committee, based upon management’s recommendation and with input from CAP: (i) reviews and approves corporate and individual performance objectives relevant to the compensation of the Company's CEO and the other NEOs; (ii) evaluates the CEO’s and the other NEO’s performance in respect of those corporate and individual performance objectives, which evaluations may be done in conjunction with the Board; and (iii) reviews and approves the CEO’s and the other NEOs’ total compensation level based on that evaluation process.

Working with CAP, the Company's Human Resources Department recommends to the Compensation Committee: (i) the structure of the Company's annual bonus program under the Incentive Compensation Plan; (ii) the structure of the Company’s LTIP awards under the Incentive Compensation Plan; and (iii) for 2014 and 2015, the structure of the Company’s Restricted Stock Grants to the NEOs under the Stock Plan, including the 2014 Restricted Stock Grants to each of the 2015 NEOs and the 2015 and 2016 Restricted Stock Grants to Mr. Pieraccioni.

As part of the Company's processes and procedures for determining the amount and form of executive officer and director compensation, the Compensation Committee relies in part upon informed proposals and information provided by management, as well as market data, analysis and guidance provided by CAP. During 2015, the Compensation Committee consulted with and/or considered advice provided by CAP with respect to: (1) the structure and components of the Company's 2015 Incentive Compensation Programs; and (2) the total target compensation for the Company’s 2015 NEOs. During 2015, CAP provided only compensation advice to the Compensation Committee (or to the Company's Human Resources Department in respect to compensation survey data analysis and other executive compensation matters) and did not perform any other services for the Company or the Compensation Committee, such as benefits administration, human resources consulting or actuarial services. The Compensation Committee last approved CAP's engagement in October 2009, based upon CAP's experience and qualifications and CAP reports directly to the Compensation Committee. Since then, the Compensation Committee has annually reviewed CAP’s engagement, including discussion of whether there are any conflicts of interest with CAP or CAP’s compensation advisor to the Compensation Committee and in each case the Compensation Committee determined that there were none. The Compensation Committee’s Chairman also reviews and approves all invoices from CAP prior to payment.

As part of its regular process, the Compensation Committee confers with management and with CAP, and confers separately with CAP, without management present. The Compensation Committee also confers in executive session without management or CAP present.

As there has never been a restatement of the Company's financial results, the Company has not considered any policy in respect of adjustment or recovery of amounts paid under its compensation plans.

2015 Incentive Compensation Programs: Design

To achieve the objectives of the Company’s compensation philosophy, the Company maintains the following principal elements of compensation for the 2015 NEOs (the structure, targets, payout slopes and amounts of incentive compensation awards may change from year to year):

In March 2015, the Compensation Committee approved the 2015 Annual Bonus Corporate Performance Targets, which were quantitative financial objectives adopted under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Section 162(m) Performance Factors”). For each 2015 NEO, the Compensation Committee also approved individual strategic and operational objectives linked directly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its business strategy (the “2015 Individual Strategic Objectives” and together with the 2015 Annual Bonus Corporate Performance Targets, the “2015 Individual Annual Bonus Performance Factors”). In February 2016, the Compensation Committee used the 2015 Individual Annual Bonus Performance Factors to assess and certify management’s assessment of the extent to which each 2015 NEO achieved a certain performance rating under the Company’s annual management review process. These individual ratings were used to determine the extent to which each 2015 NEO was eligible to receive a payout of up to 120% of the adjusted Target Bonus Award in accordance with the terms of the 2015 Annual Bonus Program.

Programs are designed to: (i) motivate key employees to focus on the Company’s long-term business goals, including execution of the Company’s business strategy; (ii) provide more effective retention incentives; and (iii) better distinguish the Company’s long-term compensation from its annual bonus programs.

the 2014 LTIP Performance Targets)EBITDA, net sales and those approved byFCF performance targets were achieved, which, based on their weighting, were used to determine an annual funding level for that performance year. The final tranche of the Compensation Committee for the Company’s 2015 performance year; except that the terms of Mr. Delpani’s 2014 Transitional LTIP provide that it would beaward was paid in March 2016 (i.e., following the second and final performance year of the 2014 Transitional LTIP) based on the average degree of the Company’s achievement of these performance targets in 2014 and 2015.2 separately-measured annual funding levels.

achieveddirectly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its performance objectives duringbusiness strategy (collectively, the applicable performance period (which objectives have also been reviewed“2015 Individual LTIP Performance Factors” and approved bytogether with the 2015 Individual Annual Bonus Performance Factors, the “2015 Individual Performance Factors”). In February 2016, the Compensation Committee), as well asCommittee reviewed the Compensation Committee’s reviewing and certifying management’s assessment ofratings that each Named Executive Officer having2015 NEO achieved a satisfactory performance ratingagainst the 2015 Individual LTIP Performance Factors under the Company’s annual management review process during each yearthe 2015 performance period under the 2015 LTIP, the 2014 LTIP and the final tranche of the respective LTIP’s performance period.2014 Transitional LTIP.

Setting Pay; Market ReferencesPursuant to the Delpani TSA, in April 2016 the Company repurchased from Mr. Delpani his 72,895 vested shares of Revlon, Inc. Class A common stock for an aggregate purchase price of $2,684,722, based on the $36.83 NYSE closing price on April 20, 2016. The Company also paid Mr. Delpani $1,600,000 as consideration for cancelling his 65,703 restricted shares of Revlon, Inc. Class A common stock that were otherwise scheduled to vest on March 15, 2017. The remaining balance of Mr. Delpani’s 2014 Restricted Stock Grant (i.e., the tranches that were otherwise scheduled to vest in March 2018 and 2019 (i.e., 131,406 shares in the aggregate)) were cancelled and forfeited upon the cessation of his employment with the Company on March 31, 2016.

The Company’s Human Resources DepartmentPursuant to Mr. Simon’s Separation Agreement with the Company and Products Corporation, dated November 3, 2015 (the “Simon Separation Agreement”), the remaining balance of his 2014 Restricted Stock Grant (i.e., the tranches that were otherwise scheduled to vest in March 2017, 2018, 2019 and 2020) were cancelled and forfeited after his departure from the Company in February 2016.

Outstanding Restricted Stock Grants will vest in full upon any “change of control.” Unless the Compensation Committee determines otherwise, the NEOs are required to retain such shares, even after vesting, so long as they remain employed by the Company. For more information on the 2014 Restricted Stock Grants, the 2015 Restricted Stock Grants, the 2016 Restricted Stock Grants and the March 2016 vesting of these Restricted Stock Grants, see “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal Year-End.”

The Stock Plan and Incentive Compensation Plan condition their eligibility for benefits (including under the 2015 Annual Bonus Program and the 2015 LTIP Programs) upon compliance with input fromcertain confidentiality, non-competition and non-solicitation obligations required by the Compensation Committee’s outside compensation consultant, consider the compensationCompany's confidentiality and non-competition agreement (which all of the Named Executive Officers in order2015 NEOs have effectively executed).

The structure, payout opportunities and payout slopes under the annual bonus and LTIP programs may change from year to rewardyear.

2015 Incentive Compensation Programs: Achievement of Performance Targets and retainPayouts

In March 2016, the Company’s high-performing executivesCompany made cash payments to its 2015 NEOs under (1) the 2015 Annual Bonus Program and provide them with incentives designed to maximize their performance in executing(2) under the Company’s strategy of value creation.

As part of assessingfinal tranche of the compensation of the Named Executive Officers, the Company also compares each Named Executive Officer’s total compensation2014 Transitional LTIP, as well as to the total compensationother employees eligible for executives at comparison group companies, both within and outside of the consumer products industry. In this Proxy Statement, “total compensation” refers to base salary, annual cash bonus, annual vested value of the restricted stock awards and LTIP awards, unless otherwise noted. 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 industry. When reviewing and setting Named Executive Officer compensation for 2014, the Company compared the total compensation of its executive officers to market compensation data for certain groups of companies in Towers Watson’s U.S. compensation data banks for similarly situated executives (sometimes referredunder such

to herein as “competitive benchmark norms” or “competitive benchmarks,” with such companies being referred to herein as the “Comparison Group”). The Comparison Group for 2014 consisted of the companies listed on Annex A.

Total Compensation

Comparing the Named Executive Officer’s 2014 total compensation against the 50^th and the 75^th percentiles of total compensation in the relevant Comparison Group reflected that: (i) Mr. Delpani’s total compensation was at the 75^th percentile; (ii) Mr. Simon’s total compensation was at the 50^th percentile; and (iii) Mr. Pieraccioni’s total compensation was at the 75^th percentile.

Base Salary

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

Incentive Compensation; Generally

Plan Design:

For each year, the Company’s management recommends the corporate performance targets for its cash-based incentive compensation programs tofollowing the Compensation Committee for it to review and consider approving. The valueCommittee’s having, after consulting with CAP: (i) certified management’s assessment of the one-time 2014 Restricted Stock Grants is based on the trading value of the Company’s Class A Common Stock. Linking the corporate performance targets for the cash-based incentive compensation programs directly to the extent to which the Company achieves its strategy of value creation is intended to have the effect of fostering shareholder value creation by appropriately motivating executives to achieve the Company’s financial and operational performance goals, while being challenging to attain. As noted above, the components of the Company’s 2014 Incentive Compensation Programs consisted of (1) the 2014 Annual Bonus Program; (2) the 2014 Restricted Stock Grants; (3) the 2014 LTIP; (4) the remaining two-thirds portion of the 2013 Transitional LTIP; and (5) the first one-third portion of the 2014 Transitional LTIP.

The Company’s President and Chief Executive Officer; Executive Vice President and Chief Financial Officer; Executive Vice President and Chief Legal and Administrative Officer; and senior Human Resource executives develop the objectives against which each Named Executive Officer’s performance, including the CEO’s, is assessed. The Compensation Committee also reviews and approves these objectives, having discussed them with its independent outside compensation consultant. These objectives are established by the Compensation Committee at the start of the performance period based on the Company’s future business plans. The Compensation Committee then reviews the objectives after the end of the designated performance period to assess and certify the extent to which they have been achieved based on the Company’s financial and operational results for the performance period.

In March 2014, the Compensation Committee approved and adopted performance-based incentive compensation factors for certain executives who serve on the Company’s senior management leadership team, namely: (A) for purposes of the 2014 Annual Bonus Program, performance objectives which consisted of: (1) the 2014 Adjusted EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Net Working Capital Ratio Performance Target, weighted at 25%; and (B) for purposes of the remaining two-thirds portion of the 2013 Transitional LTIP and the first one-third portion of the 2014 Transitional LTIP, performance objectives which consisted of: (1) the 2014 Adjusted EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Free Cash Flow Performance Target, weighted at 25% (collectively, the “2014 Performance Factors”). As Mr. Simon was not appointed as the Company’s Executive Vice President and Chief Financial Officer until September 2014, the Compensation Committee assessed his individual performance based on his objectives established under the Company’s annual management review process.

CalculationNEO achieved their 2015 Individual Strategic Objectives under the 2015 Individual Annual Bonus Performance Factors at a performance rating that entitled them to a payout of Funding Level:

Following the above formula for achievement120% of the corporate performance targets, weighting of targets and payout slopes, while taking into account the 2014 Unusual Items,adjusted annual bonus awards, in March 2015 the Compensation Committee approved funding the 2014 Annual Bonus Program at 144.3% of target, in accordance witheach case pursuant to the plan design and the terms of the 20142015 Annual Bonus Program. The 144.3% funding level was calculated as follows:Program:

These 2015 key achievements resulted in each of $374.4 millionMessrs. Delpani, Pieraccioni and Simon achieving a performance rating of Adjusted EBITDA for 2014 (after adjusting“4” (on a scale of “1” to account for the 2014 Unusual Items)“4”), or 108.7% of its 2014 Adjusted EBITDA Performance Target, yieldedwhich entitled them to a payout at 143.5% of target; (ii)120% of the Company’s achievementadjusted annual bonus awards, in each case pursuant to the plan design and the terms of $1,960.8 million of net sales for 2014 (after adjusting to account for the 2014 Unusual Items), or 101.6% of its 2014 Net Sales Performance Target, yielded a payout at 140% of target; and (iii) the Company’s achievement of a 6.3% of Net Working Capital Ratio for 2014, or 88.3% of its 2014 Net Working Capital Ratio Performance Target, yielded a payout at 150% of target.

To compensate fortaking into account the fact that the 2014 LTIP awards are payable in March 2017, the 2014 Transitional LTIP provided for a payment opportunity of one-third of target award amounts in March 2015 based upon the degree of the Company’s achievement of its 2014 LTIP Performance Targets. The remaining two-thirds of the 2014 Transitional LTIP target awards remain as a payment opportunity in March 2016, based upon the average degree of the Company’s achievement of its performance targets in 2014 and 2015. In addition, in March 2014Excluded Items, the Compensation Committee, approved, based upon management’s recommendation and with input from CAP, approved the funding level of 147.2% for the final tranche of the 2014 Transitional LTIP (the “Final Tranche 2014 Transitional LTIP Funding Level”), which was based upon the level of the Company’s attainment of its 2014 Transitional LTIP 2-Year Corporate Performance Targets. The Final Tranche 2014 Transitional LTIP Funding Level of 147.2% was calculated as follows:

In February 2016, based on the extent of the Company's over-achievement of its 2014 Transitional LTIP 2-Year Corporate Performance Targets (including the 2015 LTIP Corporate Performance Targets) and after reviewing management’s assessment of Messrs. Delpani’s, Pieraccioni’s and Simon's 2015 Individual LTIP Performance Factors and applying the formula of the final tranche of the 2014 Transitional LTIP, the Compensation Committee’s independent outside compensation consultant, amendingCommittee approved the 2013Final Tranche 2014 Transitional LTIP Funding Level of 147.2%.

The “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” reflects the awards under the final tranche of the 2014 Transitional LTIP that were paid to the NEOs in March 2016 pursuant to the terms of the 2014 Transitional LTIP program to provide for a payment opportunity(and, in March 2015 for the remaining two-thirds portioncase of Mr. Delpani and Mr. Simon, consistent with the Delpani TSA and the Simon Separation Agreement, respectively) and the Compensation Committee did not exercise any discretion in approving such awards.

Under each of the 2013 TransitionalDelpani TSA and the Simon Separation Agreement, all of Mr. Delpani’s and Mr. Simon’s other outstanding LTIP target award amounts, based uponawards (i.e., the degree of the Company’s achievement of its 2014 LTIP Performance Targets.

The grant of target awards under the 2014 LTIP, the 2013 Transitional2015 LTIP and the 2014 Transitional LTIPLTIP) were each structured as flat dollar amounts, tiered to levels of responsibility within the organization. Approximately 90 senior employees, including the Company’s Named Executive Officers remaining employed at December 31, 2014, were eligible to participate in these LTIP programs covering in whole or in part, the 2014 performance year. Each of Messrs. Delpani, Pieraccionicancelled and Simon was entitled to LTIP compensation in respect to their 2014 performance.forfeited. For more information on the target amounts of the 2014 LTIP and the 2014 Transitional LTIP awards2015 LTIPs that were granted to Named Executive Officersthe 2015 NEOs in the last completed fiscal year, see the table under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards,Awards.” below.

These target amounts were determinedTotal Compensation against Towers Watson Comparison Group and 2015 Proxy Peer Group as part ofReference Points

Applying the Company’s focus to develop aprevious compensation philosophy by comparing the NEOs’ 2015 total compensation opportunity that is intended to be competitive such thatat target against the level50^th and the 75^th percentiles of total compensation (i.e., base salary, annual cash bonus, LTIP and restricted stock grants, combined) is targeted to be positioned at or about the 50th to 75th percentile of competitive benchmark norms, while also providing a certain level of internal pay equity among the most senior executives on the Company’s senior management leadership team.

2013 Transitional LTIP:

Performance Targets:

The Company’s corporate performance targets under the remaining two-thirds of the 2013 Transitional LTIP payout in March 2015 included the following: (1) the 2014 EBITDA Performance Target, weighted at 50%; (2) the 2014 Net Sales Performance Target, weighted at 25%; and (3) the 2014 Free Cash Flow Performance Target, weighted at 25%. In each case, these targets are adjusted to account for the 2014 Unusual Items and calculated after giving effect to all incentive compensation accruals.

Payout Slopes:

The terms of the 2013 Transitional LTIP, as approved by the Compensation Committee based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, included the following payout slopes for measuring the adjusted target awards based upon the level of achievement against the respective corporate performance targets: