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.   )

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Filed by a Party other than the Registranto

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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, 20152017

Dear Stockholders:

You areI am pleased to cordially invitedinvite you to attend Revlon, Inc.’s 20152017 Annual Stockholders’ Meeting. The 20152017 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015,Wednesday, May 31, 2017, at Revlon'sRevlon’s Research Center at 2121 Route 27, Edison, NJ 08818.

The matters to be acted upon at the meeting are described in the accompanying Notice of Annual Stockholders’ Meeting 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 20152017 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 2017 Proxy Statement, the 20142016 Annual Report and a form of proxy card. Our proxy materials are being furnished to Revlon, Inc. stockholders on or about April 21, 2015.2017.

Whether or not you plan to attend the 20152017 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 2017 Proxy Statement. This will not restrict your right to attend the 20152017 Annual Meeting and vote your shares in person, if you wish to change your prior vote.

Thank you.

Sincerely yours,

Lorenzo DelpaniFabian 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 20152017 Annual Stockholders’ Meeting of Revlon, Inc. (the “Company”“Company”) will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2015,Wednesday, May 31, 2017, at Revlon'sRevlon’s Research Center at 2121 Route 27, Edison, NJ 08818. The following proposals will be voted on at the 20152017 Annual Meeting:

A Proxy Statement describing the matters to be considered at the 20152017 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, 20157, 2017 are entitled to notice of, and to attend and vote at, the 20152017 Annual Meeting and at any adjournments of such meeting.

For at least 10 days prior to the 20152017 Annual Meeting, a list of stockholders entitled to vote at the 20152017 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 20152017 Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials:

Our Proxy Statement and 20142016 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 20142016 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 20152017 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 20152017 Annual Meeting.

If you plan to attend the 20152017 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 20152017 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 20152017 Annual Meeting you will also need to present original documents (not copies) to evidence your stock ownership of shares of the Company’s Common Stock as of the April 8, 20157, 2017 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 Stocksuch shares in your account on the April 8, 20157, 2017 record date.

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 20142016 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 20152017 Annual Meeting. The approximate date of making these proxy materials available to you is April 21, 2015.2017.

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 2015 Annual Meeting, we are making the proxy materials and our 2014 Annual Report available to our stockholders on the Internet. On or about April 21, 2015, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”).

The Internet Notice contains instructions on how stockholders may access and review our proxy materials and our 20142016 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 20152017 Proxy Statement, the 20142016 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, 2015May 31, 2017 Annual
Stockholders'Stockholders’ Meeting:

Our 20152017 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 20142016 Annual Report are available at www.proxyvote.com and at www.revloninc.com. Stockholders may also vote their shares at www.proxyvote.com.

Internet. To vote through the Internet, go to www.proxyvote.com and follow the steps on the secure website. You should have your Internet Notice or your proxy card available, as you will need to reference your assigned Control Number(s). You may vote on the Internet up until 11:59 p.m. Eastern Time on June 3, 2015,May 30, 2017, which is the day before the June 4, 2015May 31, 2017 Annual Meeting. If you vote by the Internet, you do not need to return your proxy card, although you can use it later to change your Internet vote.

Telephone. You may vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on June 3, 2015May 30, 2017 and following the pre-recorded instructions. You should have your Internet Notice or your proxy card available when you call, as you will need to reference your assigned Control Number(s). If you vote by telephone, you do not need to return your proxy card, although you can use it later to change your telephone vote.

To attend the 20152017 Annual Meeting, please follow these instructions:

REVLON, INC.

PROXY STATEMENT
Annual Stockholders’ Meeting
Ato be held on June 4, 2015NNUAL STOCKHOLDERS’ MEETING
TO BE HELD ON MAY 31, 2017

from your bank or broker or your brokerage account statement demonstrating that you held the Company’s Class Ashares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 20157, 2017 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 Ashares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 20157, 2017 record date. Copies and “Requests for Admission” will not be accepted.

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 A Common Stock”), at 5:00 p.m., Eastern Time, on April 8, 20157, 2017 (the “Record Date”“Record Date”) will be entitled to notice of and to vote at the 20152017 Annual Meeting or at any adjournments of such meeting. On the Record Date, there were issued and outstanding 52,440,58052,574,598 shares of the Company’s Class ARevlon Common Stock, each of which is entitled to one vote.

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 20152017 Annual Meeting in the manner described in this paragraph above.

Only holders of record of shares of the Company’s Class ARevlon Common Stock on the Record Date will be entitled to notice of and to vote at the 20152017 Annual Meeting or at any adjournments of such meeting. Stockholders will be entitled to vote the number of Class Ashares of Revlon Common Stock held by them on the Record Date.

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 1214 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 1214 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 20152017 Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE 1214 NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.

Nominees for Election as Directors

The name, age (as of December 31, 2014)2016), 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.Ronald O. Perelman (71)(73) 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 the “1934 Act”), or were registered investment companies under the Investment Company Act of 1940 (the “1940 Act”) (in either case, referred to herein as “public reporting companies”) within the last 5 years: the CompanyRevlon, Inc. (1992 —– present); Products Corporation (1992 —– present); and Scientific Games (2003 —– present).

E. Scott Beattie (58) has been a Director of the Company since November 2016 and currently serves as a non-executive Vice Chairman of the Company’s Board of Directors and as a non-employee senior advisor to Fabian Garcia, the Company’s President & Chief Executive Officer. Previously, Mr. Beattie served as Chairman of Elizabeth Arden’s board of directors from April 2000 until its acquisition by the Company in September 2016 and as a member of its board of directors from January 1995 until September 2016. Until September 2016, he also served as Elizabeth Arden’s President and as its Chief Executive Officer since March 1998. Mr. Beattie previously served in other positions with Elizabeth Arden, including as its Chief Operating Officer and Vice Chairman of its board of directors. During the past 5 years, Mr. Beattie has served on the boards of directors of the following public reporting companies: Revlon, Inc. (November 2016 – present); and M & F Worldwide Corp. (“M & F Worldwide”) (1995 — 2011), a holding company which ceased to be a publicly-traded company in December 2011.Elizabeth Arden (1995-September 2016).

Mr.Alan Bernikow (74)(76) 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 as 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,Touche Ross, which he joined in 1977. Previously,Prior to that, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966.Mr. Bernikow also serves as Lead Director, Chairman of the Audit Committee, and member of the Nominating and Governance Committee and Compensation Committee of FCB Financial Holdings, Inc. (“FCB Financial”); and as Lead Director, Chairman of the Audit Committee, and member of the Board of Mack-Cali Realty Corporation (“Mack-Cali”); each of which is a public reporting company. Additionally, from 2003 to March 2017 Mr. Bernikow served as a Director and as a member of the Nominating and Corporate Governance Committee of Destination XL Group, Inc. Mr. Bernikow is also a director or trustee and serves as Chairman of the Company’s Audit Committee and Chairmanaudit committees 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”) (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”) (2004 — present), for which he also currently serves as Chairman of its audit committee; FCB Financial Holdings, Inc. (“FCB Financial”) (2010 — present), for which he also currently serves as Chairman of its audit committee; and certain funds (the “UBS Funds”

(the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates (“UBS”) serves as investment advisor, sub-advisor or managermanager. During the past 5 years, Mr. Bernikow has served on the boards of directors of the following public reporting companies: Revlon, Inc. (2003 – present); Revlon Consumer Products Corporation (2003 – present); Destination XL Group, Inc. (2003 – March 2017); Mack-Cali Realty Corporation (2004 – present); UBS Funds (2005 —– present),; and FCB Financial Holdings, Inc. (2010 – present) (which became a publicly-traded company in July 2014).

Kristin Dolan (50) has served since November 2016 as Founder and Chief Executive Officer of 605, as well as Founder and Managing Partner of Dolan Family Ventures. Prior to that, Ms. Dolan held several executive roles at Cablevision Systems Corporation, including as Chief Operating Officer from 2014 until 2016; the President of Optimum Services from 2013 until 2014; Senior Executive Vice President of Product Management and Marketing from 2011 until 2013; and Senior Vice President from 2003 until 2011. Ms. Dolan previously served on the Foundation Board for which he serves as ChairmanSUNY Albany and the National Board for Women in Cable & Telecommunications. Ms. Dolan has served on the Board of its audit committee.Directors of the following public reporting company within the last 5 years: AMC Networks Inc. (2011 – present); The Madison Square Garden Company (2010-present); and Cablevision Systems Corporation (2010-2016).

Ms. Mellon (47)Paul Meister (64) has been a Director of the Company since June 2016 and 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. Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board. During the past 5 years, Mr. Meister has served on the boards of directors of the following public reporting companies: LKQ Corporation (1999 – present); Revlon, Inc. (2016 – present); Scientific Games (2012 – present); Quanterix Corporation (2013 – present); and vTv Therapeutics (2015 – present).

Tamara Mellon (49) has been a Director of the Company since August 2008. Ms. Mellon has served asis the President of TMellon Enterprises LLC since 2011.LLC. In 1996, Ms. Mellon founded, and until November 2011 served in a senior executive capacity with J. Choo Limited (“Jimmy Choo”), a leading manufacturer and international retailer of glamorous, ready-to-wear women’s shoes and accessories based in London, England, including serving most recently serving 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. From 2011 December 2015, Ms. Mellon served as Chief Executive Officer of Tamara Mellon Brand LLC, an affiliate of TMellon Enterprises LLC. In December 2015, Tamara Mellon Brand LLC filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code, while the order closing the related cases was entered into in June 2016. During the past 5 years, Ms. Mellon has served on the Boardboard of Directorsdirectors of the following public reporting company, withinwhich was required to file reports pursuant to the last 5 years:1934 Act or was a registered investment company under the 1940 Act during her tenure as a director: Revlon, Inc. (2008 – present).

Debra Perelman (43) has been a Director of the Company (2008 — present).

Ms. Perelman (41) since June 2015 and has beenserved as 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.President. 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, and 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 Directorsdirectors of the following public reporting companies: Revlon, Inc. (2015 – present); and Scientific Games Corporation (2014 — present), which is– 2015).

Paul Savas (53) has been a Director of the Company since June 2016 and has served as Executive Vice President and Chief Financial Officer of MacAndrews & Forbes since 2007. Mr. Savas previously served as Director of Corporate Finance, and in various positions of increasing responsibility, at MacAndrews & Forbes since 1994. During the past 5 years, Mr. Savas has served on the boards of directors of the following public reporting company.companies: Revlon, Inc. (2016 – present); SIGA Technologies (2004 – present); Harland Clarke Holdings Corp. (2006 – present) (which ceased to be a publicly traded company in February 2014); and vTv Therapeutics Inc. (2015 – present).

Mr.Barry F. Schwartz (65)(67) has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004.Mr. Schwartz has served as Vice Chairman of MacAndrews & Forbes Incorporated and various affiliates since December 2015. Mr. Schwartz was Executive Vice Chairman of MacAndrews & Forbes sinceIncorporated and various affiliates from October 2007.2007 to December 2015. Prior to that, Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes from 1989 to 1993 and aswas Executive Vice President and General Counsel of MacAndrews & Forbes Incorporated and various affiliates since 1993 and Senior Vice President of itsMacAndrews & Forbes Incorporated and various affiliates from 19931989 to 2007.1993. Mr. Schwartz serves as the Chairman of the Board of Trustees of Kenyon College; a Trustee of the City University of New York; a member of the Board of Visitors of the Georgetown University Law Center; and a member of the Board of Directors of each of the following civic organizations: Jazz at Lincoln Center; New York City Center; Human Rights First; and NYU Langone Medical Center. Mr. Schwartz serves as a member of the Company’s Nominating and Corporate Governance Committee. Mr. Schwartz has served on the Boards of Directors of the

is Vice Chairman and a member of the Board of Trustees of The City University of New York. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly a member of Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of the New York City Center, NYU Langone Medical Center, Jazz at Lincoln Center and the Ronald O. Perelman Performing Arts Center at the World Trade Center. During the past 5 years, Mr. Schwartz has served on the boards of directors of the following public reporting companies within the last 5 years: the Companycompanies: Revlon, Inc. (2007 —– present); Products Corporation (2004 —– present); Scientific Games (2003 —– present); and Harland Clarke Holdings Corp. (2005 —– 2014); and M & F Worldwide (2008 — 2011) (which ceased to be a publicly-traded company in December 2011).

Ms.Jonathan Schwartz (55) has served as the Chief Legal and Corporate Affairs Officer of Univision Communications Inc. (“UCI”) since May 2016. Prior to that, Mr. Schwartz served as Executive Vice President, General Counsel & Head of Government Relations and Secretary for UCI from December 2012 until May 2016. Prior to joining UCI, Mr. Schwartz served as Managing Director and General Counsel for JPMorgan’s Investment Banking division from January 2010 until December 2012. Previously, Mr. Schwartz was Executive Vice President and General Counsel at Cablevision Systems Corporation from 2003 until 2009. Mr. Schwartz served as Senior Vice President and Deputy General Counsel of AOL Time Warner Inc. from 2002 until 2003, and as General Counsel of Napster, Inc. from 2001 until 2002. From 1995 to 2001, Mr. Schwartz served in various roles in the Office of the Deputy Attorney General at the U.S. Department of Justice in Washington D.C., including as Principal Associate Deputy Attorney General. Prior to that, Mr. Schwartz served as a federal prosecutor in the U.S. Attorney’s Office for the Southern District of New York and as a law clerk to Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit and to Associate Justice Thurgood Marshall on the U.S. Supreme Court. Mr. Schwartz is a member of several non-profit boards, including the Stanford Law School Board of Visitors and the University of Pennsylvania Basketball Board.

Cristiana Falcone Sorrell (41)(43) has beenserved as a Director of the Company Director since March 2014. She currently serves as Senior AdvisorAdviser to the Chairman at the World Economic Forum, a position she has held since 2009. From 2010 to 2014,2009 and as CEO of the JMCMRJ Sorrell Foundation. Ms. Falcone Sorrell formerly served as Principal Consultant for the Office of Outreach and Partnership for the Inter-American Development Bank.Bank from 2010 to 2014. 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. Ms. Falcone serves on the board of directors of Internews, the board of advisors for the Friedman School of Nutrition Science and Policy at Tufts University and as a member of the Board of Trustees at the Paley Center for Media. During the past 5 years, Ms. Falcone Sorrell has served on the Boardsboards of Directorsdirectors of the following public reporting companies: the Company (2014 — present) and Viacom, Inc. (2013 —– present); and Revlon, Inc. (2014 – present).

CORPORATE GOVERNANCE

Board of Directors and its Committees

Board Size and Committees

The Board currently consists of 14 directors. Following the 20152017 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 1214 directors. 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-alonethe Audit Committee and the Compensation Committee each assumed certain functions that were formerly carried out by that 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.Alan Bernikow, DinhKristin Dolan, Robert Kretzman, Ceci Kurzman, Tamara Mellon, Jonathan Schwartz and Feldberg and Mses. Kurzman, Mellon andCristiana 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.Messrs. Bernikow and Kretzman 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 2014,2016, the Board of Directors held 69 meetings and acted 46 times by unanimous written consent; the Audit Committee held 8 meetings; the Compensation Committee held 8 meetings; the Nominating and Corporate Governance Committee held 36 meetings; and the Compensation Committee and the Nominating and Corporate Governance Committee held 2 joint6 meetings. Ms. Mellon attended fewer than 75% of the Board meetings during 2014.2016.

The 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 that2017 Annual Meeting. Following the Board will assume the Nominating and Corporate Governance Committee’s functions following the 20152017 Annual Meeting, the full Board, will assessafter having reviewed and considered the directors’ qualifications and experience, will 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 suchboard 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. DelpaniGarcia has held the positions of President and Chief Executive Officer of the Company since April 2016. Mr. Delpani held the positions of President and Chief Executive Officer of the Company from November 2013.2013 until March 1, 2016 (with his employment ceasing on March 31, 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). SuchThe Board is of the view such experience supports their respective qualifications to continue to serve on the Company’s Board of Directors. Without limiting the foregoing—

public company board experience (including at Twenty-First Century Fox, Inc. and formerly at each of News Corporation, M & F Worldwide (which ceased to be a publicly-traded company in December 2011) and The Orchard, Inc.), 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.

for the Inter-American Development Bank) and marketing (including serving in positions at Shell London Ltd.), her public company board experience (including at Viacom, Inc.), and her familiarity with the Company, as well as her prior service as a Company Director, qualify her 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 2017 Annual Meeting, this submission date was December 30, 2016. No such recommendations were received from stockholders in connection with the 2017 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.

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 2016, 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) 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,Ms. Kurzman, 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 2016 (other than Ms. Kurzman, who was appointed to the Audit Committee in November 2016 following Mr. Dinh’s decision to step down from the Audit Committee when his law firm was acquired by Kirkland & Ellis LLP) and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement. Following the 2017 Annual Meeting, the Board, after having reviewed and considered the directors’ qualifications and experience, will appoint the members of its Audit Committee.

The Company has determined that Mr. Bernikow qualifies as an “audit committee financial expert,”expert” under applicable SEC rules.rules and the NYSE listing standards. 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,because, 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,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 —– Revlon, Inc. 20152017 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. FollowingPerelman. Each of these directors served as a member of the 2015 Annual MeetingCompensation Committee during all of 2016 and assumingeach of these directors remained a member of the electionCompensation Committee as of allthe date of this Proxy Statement. With 3 of the 4 members of the Compensation Committee qualifying as independent directors, namedthe Company takes advantage of the controlled company exemption under Proposal No. 1 (Election of Directors), the Board expects to assess and may decide to make changesNYSE listing standards with respect to the composition and membership of its Compensation Committee, which standards do not require the Company to maintain a Compensation Committee.Committee comprised entirely of independent directors.

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 officerssenior management 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 2016, 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, 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 planning, to the extent practicable, for the succession of the Company’s CEO, which may include discussing with the CEO a succession plan for key senior officers of the Company with an assessment of senior managers and their potential to succeed the CEO and other senior management positions.

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 OfficerCEO 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 2014.2016.

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“Compensation Discussion and Analysis —- Role of the Compensation Committee.”

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 2016, 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 SchwartzFeldberg and Ms. Lee. As noted above,Kurzman, 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 2016 (other than Ms. Kurzman, who was appointed to the Audit Committee in November 2016 following Mr. Dinh’s decision to step down from the 2015Audit Committee when his law firm was acquired by Kirkland & Ellis LLP) and each of these directors remained a member of the Audit Committee as of the date of this Proxy Statement. Following the 2017 Annual Meeting, and assuming the election of all directors named under Proposal No. 1 (Election of Directors), we expect the Board, to take advantageafter having reviewed and considered the directors’ qualifications and experience, will appoint the members of its Audit Committee.

The Company has determined that Mr. Bernikow qualifies as an “audit committee financial expert” under applicable SEC rules and the NYSE listing standards. 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 NYSE’s “controlled company” exemption fromCompany, Mack-Cali, FCB Financial and the requirementUBS Funds, and has determined that such service does not impair his ability to have a nominating and corporate governance committee, and we expect the Board to assume this function instead of a stand-alone committee. Giveneffectively serve on the Company’s “controlled company” status,Audit Committee, because, 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 Board believes thataudit 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 the Nominating and Corporate Governance Committee include,Directors in fulfilling its oversight responsibilities with respect to, among other things: identifying individuals qualified to become Board members; selecting or recommending to the Board proposed nominees for Board membership; recommending directors to the Board to serve on the Board’s standing committees; overseeing the evaluationintegrity of the Board’sCompany’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; 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 B – Revlon, Inc. 2017 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, 2016 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 processesfinancial 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, 2016 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan Bernikow, Chairman
   Meyer Feldberg
   Ceci Kurzman

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 2016 and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement. With 3 of the 4 members of the Compensation Committee qualifying as independent directors, the Company takes advantage of the controlled company exemption under NYSE listing standards with respect to the composition of its Compensation Committee, which standards do not require the Company to maintain a Compensation Committee comprised entirely of independent directors.

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 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 senior management 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 2016, the Compensation Committee approved certain grants of restricted stock under the Stock Plan to designated members of its senior management team, 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 planning, to the extent practicable, for the succession planningof the Company’s CEO, which may include discussing with the CEO a succession plan for key senior officers of the Company with an assessment of senior managers and their potential to succeed the CEO and other senior management positions; and periodically reviewing the Board’s Corporate Governance Guidelines and Independence Guidelines and recommending changes, if any, to the Board. Following the 2015 Annual Meeting, it is expected that the Audit Committee will oversee the Revlon, Inc. Related Party Transaction Policy and that the full Board will fulfill all other responsibilities currently handled by the Nominating and Corporate Governance Committee.

Director Nominating Processes; Diversitypositions.

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 Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s 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 CEO 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 2016.

In evaluating director nominees, the NominatingRole of Officers and Corporate Governance Committee is guided by, among other things, the principles for Board membership expressedConsultants 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 GovernanceCompensation Committee’s charter, the qualityDeliberations

For a discussion 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 forexecutive officers and compensation consultants in recommending the Company’s 2015 Annual Meeting, was December 25, 2014. No such recommendations were received from stockholders foramount or form of executive and director compensation, and the 2015 Annual Meeting. To have a candidate considered for nomination (subject to requests for further information as may be determined byconsideration of any possible conflicts of interest with 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 B – Revlon, Inc. 2017 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, 2016 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, 2016 for filing with the SEC.

Respectfully submitted,
Audit Committee
   Alan Bernikow, Chairman
   Meyer Feldberg
   Ceci Kurzman

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 2016 and each of these directors remained a member of the Compensation Committee as of the date of this Proxy Statement. With 3 of the 4 members of the Compensation Committee qualifying as independent directors, the Company takes advantage of the controlled company exemption under NYSE listing standards with respect to the composition of its Compensation Committee, which standards do not require the Company to maintain a Compensation Committee comprised entirely of independent directors.

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 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 senior management 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 2016, the Compensation Committee approved certain grants of restricted stock under the Stock Plan to designated members of its senior management team, 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 planning, to the extent practicable, for the succession of the Company’s CEO, which may include discussing with the CEO a succession plan for key senior officers of the Company with an assessment of senior managers and their potential to succeed the CEO and other senior management positions.

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 Form 10-K) and (ii) producing the annual Compensation Committee Report and approving its inclusion in the Company’s 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 CEO 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 2016.

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, 2016, including by incorporation by reference to this 2017 Proxy Statement.

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

EXECUTIVE OFFICERS

The following are the Company’s 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, constitute the Company’s “Named Executive Officers” for 2014 for purposes of this Proxy Statement:

The following sets forth the age (as of December 31, 2014)2016), positions held with the Company during 2016 and selected biographical information for the Company’s current executive officers whose biographical information is not otherwise included in this Proxy Statement, above, with the Company’s Directors:

Mr. Simon (40) Juan Figuereo(61)has served as the Company’s Chief Financial Officer since January 2017 and as the Company’s Executive Vice President and Chief Financial Officer from April 2016 to January 2017. 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 in 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 September 2014.June 2011 as a director and as member of the Audit & Risk Management Committee of PVH Corp., a NYSE-listed company. In 2015, Mr. Simon alsoFiguereo became Chairman of PVH’s Audit & Risk Management Committee.

Mr. Pieraccioni (56) has served as the Company’s SeniorChief Operating Officer, Markets since January 2017 and as the Company’s Executive Vice President Global Finance since joining the Company in October 2013 as part of the Company’s acquisition of TCG. Priorand Chief Operating Officer from February 2016 to joining the Company and since 2002,January 2017. Previously, 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.

Mr. Pieraccioni (55) has served as the Company’s Executive Vice President, and Global President – Revlon Consumer Division sincefrom February 2014 and was designated by the Board of Directors as an executive officer into February 2015.2016. 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.

As previously disclosed on a Current Report on Form 8-K that the Company filed with the SEC on April 17, 2017, the Company and Products Corporation elected Christopher Peterson as Chief Operating Officer, Operations, effective April 17, 2017, whose biography appears below:

Christopher Peterson(50) has served as the Company’s Chief Operating Officer, Operations since April 17, 2017. Prior to joining the Company, Christopher “Chris” Peterson served in a number of senior executive positions at Ralph Lauren Corporation (“Ralph Lauren”), including most recently as its President, Global Brands, a position he held since 2015. In this role, Mr. Peterson was responsible for overseeing Ralph Lauren’s Global Brands Presidents, as well as its Chief Financial Officer, Investor Relations, Information Technology & Real Estate. From 2014 to 2015, Mr. Peterson was Executive Vice President, Chief Administrative Officer & Chief Financial Officer at Ralph Lauren. Mr. Peterson joined Ralph Lauren in 2012 as Senior Vice President and Chief Financial Officer. Prior to joining Ralph Lauren, Mr. Peterson was Vice President and Chief Financial Officer, Global Household Care at The Procter & Gamble Company. Mr. Peterson currently serves on the Board of Directors and Audit Committee of the non-profit organization, Inner City Scholarship Fund. Mr. Peterson graduated from Cornell University in 1988 with a B.S. in Operations Research and Industrial Engineering.

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’s senior management is responsible for identifying and managing riskspotential risk to the Company’s business and the Board’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’s guidelines, policies and processes with respect to enterprise risk assessment and risk management. As part of the Company’s enterprise risk management function,process, senior management identifies internal and external risk factors monitors identified risks and takes appropriate action to monitor and mitigate such identifiedthose risks. Specifically, the Company’s internal audit group, with input fromInternal Audit and Compliance Departments are leading the Company’s senior management, leads a comprehensive enterprise risk assessment annually using a comprehensive risk management framework. This process, identifieswith input and characterizescollaboration from senior leaders across the Company, to identify and characterize potential risks based on the possible impact to the Company’s business, andas well as the likelihood of occurrence. The Company’sCompany management puts in placecontinues to identify and implement appropriate plansmechanisms that are designed to mitigate existing and emerging risks identified through this process. The Company’s Internal Audit Department considers the risks identified. Theoutcomes of the enterprise risk assessment is also taken into account in the formulation of theits annual internal audit plan, forwhich it reviews with the ensuing year.Audit Committee. The Audit Committee periodically reviews and discusses the Company’s enterprise risk assessment and risk management guidelines, policies and processes at least annually.with the Company’s Internal Audit and Compliance Departments. 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’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.2016 (the “2016 NEOs”), which include:

Overview of Key 20142016 Compensation EventsPrograms

A summary of key aspects ofFor 2016, in addition to base salaries, the Company’s 2014primary cash and stock incentive compensation programs follows:for its 2016 NEOs included:

The 2016 Annual Bonus Program, the 2016 CEO Annual Bonus Program, the 2016 LTIP Programs, and the Restricted Stock Grants are collectively referred to as the “2016 Incentive Compensation Programs.”

Transition of Key Leadership Roles in 2016

Fabian Garcia joins the Company as its President and Chief Executive Officer

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 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 (with his employment ceasing on March 31, 2016). Mr. Garcia was also appointed to serve as a director of the Company and 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.”

Juan Figuereo joins the Company as its Chief Financial Officer

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 Figuereo as Chief Financial Officer, effective April 12, 2016 (the “Figuereo Effective Date”). Mr. Figuereo succeeded Roberto Simon in such position, who resigned from the Company effective 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 Human Resources Department and the Board’s Compensation Committee, with input from Compensation Advisory Partners LLC (“CAP”), the Compensation Committee’s outside independent compensation consultant, assess the NEOs’ total target compensation by benchmarking it against similarly situated executives at a peer group of companies identified by CAP as an appropriate comparison group, based on the compensation disclosed by those companies in their annual proxy statements filed with the SEC (the “Proxy Peer Group”). The Proxy Peer Group consists of certain U.S. public companies that manufacture and market personal care and household products with revenues and market capitalization that are generally comparable in size with the Company. Following the Company’s transformational acquisition of Elizabeth Arden in September 2016, the proxy group was updated by CAP to reflect the Company’s post-acquisition annualized revenues of approximately $3 billion. The Company’s updated Proxy Peer Group is identified on Annex A (the “2016 Proxy Peer Group”).

When making peer group comparisons, the Compensation Committee focuses annually on developing a total compensation opportunity that is intended to be competitive with the Proxy Peer Group, using the 50^th and 75^th percentiles of the 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), 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 2016 Proxy Peer Group as reference points, the Company’s compensation philosophy focuses on providing its NEOs with compensation programs that are reasonably designed to satisfy the following principal objectives:

the 2014 LTIP Performance Targets) and those approved by 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 be paid in March 2016 based on the average degree of the Company’s achievement of these performance targets in 2014 and 2015.

Applying the above-described compensation philosophy to the NEOs’ 2016 total compensation at target against the 2016 Proxy Peer Group at target resulted in: (i) Mr. Garcia being slightly above the 75^th percentile; (ii) Mr. Figuereo being between the 50^th and the 75^th percentiles; and (iii) Mr. Pieraccioni being at the 75^th percentile.

2014 “Say-on-Pay” Vote Results

Approximately 99% of stockholders approved the Company’s most recent “say-on-pay” proposal at the Company’s 2014 annual stockholders’ meeting. At the Company’s June 2011 annual stockholders’ meeting, approximately 99% of stockholders approved holding the “say-on-pay” non-binding advisory vote once every 3 years, which has been the Company’s practice. While these “say-on-pay” votes are held on an advisory, non-binding basis (in accordance with SEC regulations), the Compensation Committee believes that the near unanimity of the prior stockholder votes represent an endorsement that the Company’s compensation programs, processes and practices are appropriate for the Company. In evaluating its NEO compensation programs, the Compensation Committee has considered the strong stockholder support demonstrated by the results of its past say-on-pay votes and has not made any significant changes to our NEO compensation programs in response to such votes.

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 programs under the 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) grants of equity-based awards 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 NEOs’ 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. At the beginning of each fiscal year, the CEO works with the NEOs and other senior executives to develop function-specific annual performance objectives and the CEO recommends those objectives to the Compensation Committee for its consideration and approval. After the fiscal year is over, the CEO reviews the NEOs’ and other senior executives’ self-assessments against their respective performance objectives, including an assessment of the Company’s actual financial results for the year and he prepares his own self-assessment for consideration by the Compensation Committee. The CEO recommends the annual performance ratings for himself and the other NEOs to the Compensation Committee for certification and consideration in determining the actual payout of annual incentive compensation.

Working with CAP, and in consultation with the CEO, CFO and other senior management, the Company’s Human Resources Department recommends to the Compensation Committee: (i) the structure of the Company’s annual bonus programs under the Incentive Compensation Plan; (ii) the structure of the Company’s LTIP awards under the Incentive Compensation Plan; and (iii) the structure of the Company’s Restricted Stock Grants to the NEOs under the Stock Plan.

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 2016, the Compensation Committee consulted with and/or considered advice provided by CAP with respect to: (1) designing the structure and components of the Company’s 2016 Incentive Compensation Programs; (2) benchmarking the total

target compensation for the Company’s 2016 NEOs in connection with determining incentive compensation payouts as well as in structuring the 2016 Incentive Compensation Programs; (3) enhancing the Company’s compensation philosophy for its NEOs; (4) developing the 2016 Proxy Peer Group; (5) developing the objectives against which the 2016 NEOs’ performance was assessed; (6) reviewing and approving new employment agreements in connection with the 2016 hirings of Messrs. Garcia and Figuereo (including related incentive compensation programs), the consulting agreement for Mr. Beattie in connection with his appointment as non-executive Vice Chairman of the Board following the Elizabeth Arden acquisition and separation agreements for Messrs. Delpani and Simon; (7) reviewing and approving the Amended and Restated Revlon Executive Incentive Compensation Plan; and (8) reviewing and approving the change to the methodology for calculating the 2016 NWCR Performance Target for the Company’s 2016 Annual Bonus Programs.

During 2016, 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, and CAP reports directly to the Compensation Committee. Since then, the Compensation Committee has annually reviewed CAP’s engagement, including discussing whether CAP or CAP’s compensation advisor to the Compensation Committee has any conflicts of interest. In each case the Compensation Committee determined that CAP and CAP’s compensation advisor did not have any conflicts of interest, considering, among other things: (i) CAP’s provision of other services to the Company; (ii) the amount of fees received by CAP from the Company, as a percentage of CAP’s total revenue; (iii) CAP’s policies and procedures designed to prevent conflicts of interest; (iv) any business or personal relationship (1) between CAP’s compensation advisor and any member of the Company’s Compensation Committee; and (2) between CAP or CAP’s compensation advisor and any of the Company’s executive officers; and (v) any Company stock owned by CAP’s compensation advisor, none of which raised any concern. 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 implemented any formal policy in respect of adjustment or recovery of amounts paid under its compensation plans.

2016 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 2016 NEOs (the structure, targets, payout slopes and amounts of incentive compensation awards may change from year to year):

Approximately 900 employees, including the 2016 NEOs, were eligible to participate in the 2016 Annual Bonus Program under the Incentive Compensation Plan (other than Mr. Garcia, who was covered under the 2016 CEO Annual Bonus Program described below). For more information on the target amount of the annual bonus awards that were granted to the 2016 NEOs in respect of 2016, see the table under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards.” The key components of the 2016 Annual Bonus Program and the 2016 CEO Annual Bonus Program included:

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

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

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

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

achieved itsachievement of the following corporate performance objectives duringtargets: (1) a 2016 Adjusted EBITDA¹ target of $372.7 million, weighted at 50% (the “2016 Adjusted EBITDA Performance Target”); (2) a 2016 net sales target of $2,013.0 million, weighted at 25% (the “2016 Net Sales Performance Target”); and (3) a 2016 Net Working Capital Ratio² (“NWCR”) target of 13.4%, weighted at 25% (the “2016 NWCR Performance Target” and, together with the applicable performance period (which objectives have also been reviewed2016 Adjusted EBITDA Performance Target and approved by the Compensation Committee), as well as2016 Net Sales Performance Target, the Compensation Committee’s reviewing and certifying management’s assessment of each Named Executive Officer having achieved a satisfactory performance rating under“2016 Annual Bonus Corporate Performance Targets”). In July 2016, at the Company’s annual management review process during each year of the respective LTIP’s performance period.

Setting Pay; Market References

The Company’s Human Resources Department and the Compensation Committee, with input from the Compensation Committee’s outside compensation consultant, consider the compensation of the Named Executive Officers in order to reward and retain the Company’s high-performing executives and provide them with incentives designed to maximize their performance in executing the Company’s strategy of value creation.

As part of assessing of the compensation of the Named Executive Officers, the Company also compares each Named Executive Officer’s total compensation to the total compensation for executives at comparison group companies, both within and outside of the consumer products industry. 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 referred

In March 2016, the Compensation Committee approved the 2016 Annual Bonus Programs Corporate Performance Targets, which were quantitative financial objectives intended to satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Section 162(m) Performance Factors”). As noted above, in July 2016, at management’s recommendation, the Compensation Committee approved a change to the methodology for calculating the 2016 NWCR Performance Target. For each 2016 NEO (including for Mr. Garcia), 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 “2016 Individual Strategic Objectives” and together with the 2016 Annual Bonus Programs Corporate Performance Targets, the “2016 Individual Annual Bonus Performance Factors”). The 2016 Individual Strategic Objectives were approved in July 2016 to enable Mr. Garcia, who took over as the Company’s CEO in April 2016, time to assess the Company’s business objectives and functional priorities for his direct reports. In February 2017, the Compensation Committee used the 2016 Individual Annual Bonus Performance Factors to assess and certify management’s assessment of the extent to which each 2016 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 2016 NEO was eligible to receive a payout ranging from 80% to 120% of the adjusted target bonus award, in accordance with the terms of the applicable 2016 Annual Bonus Programs.

Calculation of Funding Level:

Following the above formula for achievement of the corporate performance targets, weighting of targets and payout slopes, while taking into account the 2014 Unusual Items, in March 2015 the Compensation Committee approved funding the 2014 Annual Bonus Program at 144.3% of target, in accordance with the plan design and terms of the 2014 Annual Bonus Program. The 144.3% funding level was calculated as follows:

2014 Annual Bonus Program Awards:

As a result, each Named Executive Officer’s potential target bonus was effectively increased to 144.3%, before taking into account any impact of the Named Executive Officer’s individual performance against the 2014 Strategic Objectives under his 2014 Performance Factors, which could then increase or decrease his bonus payout within the prescribed range of 80% to 120% of target.

Accordingly, based upon its certification of management’s assessment ofcertifies the extent to which each of the Named Executive Officers2016 CEO LTIP Corporate Performance Target is achieved, their 2014 Performance Factors, and taking into accountwhich is used to determine the 144.3%annual funding level of the 2014 Annual Bonus Program, the Compensation Committee approved paying the following bonus awards under the 2014 Annual Bonus Program:

All) of the annual bonus awards were paid2016 CEO LTIP Corporate Performance Target would result in the CEO being eligible to the eligible Named Executive Officers pursuant to the termsaccrue an annual amount of $3 million (with 2016 being pro-rated at $2.25 million); with 150% achievement of the 2014 Annual Bonus Program2016 CEO LTIP Corporate Performance Target resulting in a $4.5 million annual accrual (pro-rated for 2016); 267% achievement of the 2016 CEO LTIP Corporate Performance Target resulting in a $8.33 million annual accrual (pro-rated for 2016); and 333% achievement of the Compensation Committee did not exercise any discretion2016 CEO LTIP Corporate Performance Target resulting in approving such awards.

a maximum $10 million annual accrual (pro-rated for 2016), in each case with intermediate payouts linearly interpolated. The “Summary Compensation Table” below reflects the annual bonus2016 CEO LTIP award amounts that were earned by theis eligible Named Executive Officers under the 2014 Annual Bonus Program, which wereto be paid out in March 2015.

Incentive Compensation; Long-Term Cash Compensation

LTIPs – Overview:

LTIP awards comprise2020 based on the third principal component of total compensation for the Company’s Named Executive Officers and certain other key employees. Since 2010, the Company has granted LTIP awards under its Incentive Compensation Plan as one element of compensation designed to enable the Company to maintain total compensation at competitive levels. The 2014 LTIP provides for a payment opportunity in March 2017, based upon the average degreesum of the Company’s achievement of its performance targets over three 1-year periods (2014, 2015 and 2016).4 separately-measured annual payout accruals.

To compensate for 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 2014 the Compensation Committee approved, based upon management’s recommendation and with input from the Compensation Committee’s independent outside compensation consultant, amending the 2013 Transitional LTIP program to provide for a payment opportunity in March 2015 for the remaining two-thirds portion of the 2013 Transitional LTIP target award amounts, based upon the degree of the Company’s achievement of its 2014 LTIP Performance Targets.

The grant of target awards under the 2014 LTIP, the 2013 Transitional LTIP and the 2014 Transitional LTIP 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, Pieraccioni and Simon was entitled to LTIP compensation in respect to their 2014 performance. For more information on the target amounts of the 2014 LTIP and the 2014 Transitional LTIP awards that were granted to Named Executive Officers in the last completed fiscal year, see the table under “GRANTS OF PLAN-BASED AWARDS - Non-Equity Awards,” below.

These target amounts were determined as part of the Company’s focus to develop a total compensation opportunity that is intended to be competitive such that the level 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:

linked directly to the extent to which the NEO was expected to contribute towards the Company’s achievement of its business strategy (collectively, the “2016 Individual LTIP Performance Factors” and together with the 2016 Individual Annual Bonus Performance Factors, the “2016 Individual Performance Factors”). In February 2017, the Compensation Committee reviewed the ratings that each 2016 NEO achieved against the 2016 Individual LTIP Performance Factors.

Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant consisted of 102,880 restricted shares of Revlon Common Stock, representing the number of shares equal to $3,750,000 divided by the $36.45 NYSE closing price of Revlon Common Stock on the April 12, 2016 commencement date of his employment. Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant vests in 5 equal installments beginning on April 12, 2017, so long as Mr. Figuereo remains employed with the Company on each applicable vesting date, subject to earlier vesting, as described below under “Summary Compensation Table - Employment Agreements.” Under his employment agreement, in lieu of making Mr. Figuereo’s 2016 New-Hire Restricted Stock Grant, the Company’s Board of Directors had the right, at its election based on the occurrence of certain events impacting the price of Revlon’s Common Stock, to pay Mr. Figuereo $1.125 million on each of the first 5 anniversaries of Mr. Figuereo’s commencement of employment, so long as Mr. Figuereo remains employed with the Company on each applicable payment date, subject to certain earlier payment or vesting provisions. Mr. Figuereo received his 2016 New-Hire Restricted Stock Grant in April 2017, as the circumstances triggering such cash payment election did not occur.

In connection with reviewing, considering and approving new-hire employment agreements for each of Messrs. Garcia and Figuereo, the Company conducted benchmarking analyses on their proposed 2016 total compensation at target against the Proxy Peer Group at target. While such analysis demonstrated that each of Messrs. Garcia’s and Figuereo’s total compensation at target was above the 75^th percentile of the Proxy Peer Group, in CAP’s view, such compensation levels were appropriate to encourage each of Messrs. Garcia and Figuereo to join the Company.

Agreements.” Unless the Compensation Committee determines otherwise, Mr. Pieraccioni is required to retain such shares, even after vesting, so long as he remains employed by the Company. For more information on Mr. Pieraccioni’s 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 2016 Annual Bonus Programs and the 2016 LTIP Programs) upon compliance with certain confidentiality, non-competition and non-solicitation obligations required by the Company’s confidentiality and non-competition agreement (which all of the 2016 NEOs have effectively executed).

2016 INCENTIVE COMPENSATION PROGRAMS: ACHIEVEMENT OF PERFORMANCE TARGETS AND PAYOUTS

In March 2017, the Company made cash payments to its 2016 NEOs under: (1) the 2016 Annual Bonus Program and the 2016 CEO Annual Bonus Program; (2) the 2014 LTIP; and (3) the initial one-third tranche of the 2016 Transitional LTIP, as well as to other employees eligible for awards under such programs and other LTIP programs. Such payments were made after the Compensation Committee: (i) certified management’s assessment of the extent to which the Company achieved its 2016 Annual Bonus Programs Corporate Performance Targets and the LTIP 2016 Corporate Performance Targets; (ii) reviewed management’s assessment of the extent to which each NEO achieved their performance rating under the Company’s annual management review process, including the 2016 Individual Performance Factors; and (iii) approved (1) the 100% funding level for the 2016 Annual Bonus Program and 2016 CEO Annual Bonus Program (with Messrs. Garcia, Figuereo and Pieraccioni receiving payments of 115%, 100% and 115%, respectively, of that target based on their performance ratings under their 2016 Individual Annual Bonus Performance Factors), and (2) the payout under the 2014 LTIP to Mr. Pieraccioni and the initial one-third tranche of the 2016 Transitional LTIP to Mr. Figuereo, all in accordance with the terms and conditions of each such program. Following are further details on such payouts:

Company’s applicable 2016 corporate financial results versus target, while taking into account the 2016 Excluded Items, the Compensation Committee, based upon management’s recommendation, approved the funding level of the 2016 Annual Bonus Programs at 100% of target (the “2016 Annual Bonus Programs Funding Level”), calculated as follows: