Reviewsole discretion, exercised reasonably. On March 30, 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, the Company and
ApprovalMs. Hormozi entered into the Hormozi 2020 Letter Amendment, pursuant to which, effective April 1, 2020, she will suspend providing advisory services to the Company, and the Hormozi Advisory Services Pay will also be suspended. Ms. Hormozi and the Company agreed that the suspension of
Transactions with Related PersonsThe Revlon, Inc. Related Party Transaction Policy (the “RP Policy”) serves asher advisory services under the Hormozi Consulting Agreement pursuant to the Hormozi 2020 Letter Amendment does not constitute a set of guidelines for the approval of interested transactions with related parties. Astermination of the date of this Proxy Statement, related party transactions are subject to the Audit Committee’s review, approval and/or ratification. The Audit Committee is comprised entirely of independent directors. The RP Policy also pre-approves a series of related party transactions including, among others: (i) certain employment relationshipsHormozi Consulting Agreement, and related compensatory arrangements with executive officers, which are either approved by the Compensation Committee or disclosed in the Company’s annual proxy statement, if so required; (ii) any compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement; (iii) transactions related to the ownershipCEO may reinstate Ms. Hormozi’s advisory services and payment of the Company’s common stock where all stockholders are receivingHormozi Advisory Services Pay, at the same or substantiallyappropriate time, in her sole discretion, exercised reasonably. The Company believes that its engagement of Mr. Beattie and Ms. Hormozi has provided the same pro rata benefit; (iv) competitively-bid transactions; (v) any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services; (vi) transactions permitted under Products Corporation’s indentures, credit agreements and other debt instruments (copies of each of which are on fileCompany with the SEC);expertise and (vii) transactions described ininsight of these former Company executives and that each such agreement was entered into on arm’s length terms and that the Company’s proxy statements or other SEC reports filed with or furnished to the SEC on or before the original adoptionfees paid were at least as favorable as those available from unaffiliated parties. For descriptions of the RP PolicyBeattie Original Consulting Agreement, the Beattie 2020 Consulting Agreement, the Beattie 2020 Letter Amendment and the amounts earned by Mr. Beattie thereunder, see “DIRECTOR COMPENSATION” in March 2007. The Chairmanthis 2020 Proxy Statement. For descriptions of the Audit Committee also hasHormozi Consulting Agreement, the authority to pre-approve certain related party transactions, whichHormozi 2020 Letter Amendment and the amounts earned by Ms. Hormozi thereunder, see “DIRECTOR COMPENSATION” in the aggregate are expected to involve less than $5,000,000 in value; provided that any such transactions are later reviewed and discussed by the Audit Committee.
this 2020 Proxy Statement.
CODE OF CONDUCT AND BUSINESS ETHICS AND SENIOR FINANCIAL OFFICER CODE OF ETHICS The Company has a written Code of Conduct and Business Ethics (the “
Code of Conduct”) that includes a code of ethics (the “
Senior Financial Officer Code of Ethics”) that applies to the Company’s
Chief Executive OfficerCEO and senior financial officers, including the Company’s Chief Financial Officer, Controller and persons performing similar functions (collectively, the “
Senior Financial Officers”). Printable copies of the Code of Conduct
and the Senior Financial Officer Code of Ethics areis available at
www.revloninc.com under the heading
Investor Relations (Corporate Governance)“Investors - Corporate Governance.
” If the Company changes the Senior Financial Officer Code of Ethics in any material respect or waives any provision of the Code of Conduct for its executive officers or Directors, including waivers of the Senior Financial Officer Code of Ethics for any of its Senior Financial Officers, the Company will provide the public with notice of any such change or waiver by publishing an appropriate description of such event on its corporate website,
www.revloninc.com, or by other appropriate means as required or permitted under applicable rules of the SEC. The Company does not currently expect to make any such waivers.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS
The Company’s executive officers, directors and 10% stockholders may be required under the Exchange Act to file reports of ownership and changes in ownership with the SEC. The Company makes such SEC filings available on its corporate website,
www.revloninc.com, under the heading
Investor Relations (SEC Filings).“Investors - Filings & Reports - SEC Filings.” Copies of these reports also must be furnished to the Company by such filers.
Based solely upon a review A Form 3 (Initial Statement of copiesBeneficial Ownership of such reports furnishedSecurities), which pursuant to the Company through the date hereof and written representations as to transactions consummated by the Company’s executive officers, directors and 10% stockholders during the year, if any, the Company believes that all Section 16 filing requirements applicable to its executive officers, directors and 10% stockholders were compliedof the Exchange Act was due on or before June 17, 2019, was filed with during 2016.
the SEC on June 18, 2019, following the election of Victor Nichols as a director of the Company.
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PROPOSAL NO. 2 —- RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF KPMG LLP The Audit Committee of the Board of Directors has selected KPMG
LLP to audit the Company’s consolidated financial statements for the fiscal year ending December 31,
2017,2020, subject to ratification by the Company’s stockholders.
The Sarbanes-Oxley Act of 2002 and Section 10A of the Exchange Act require the Audit Committee be directly responsible for the appointment, compensation, retention and oversight of the audit work of the Company’s independent registered public accounting firm.
StockholderWhile stockholder ratification of the Audit Committee’s selection of KPMG is not required by law, the Company’s By-laws or
otherwise. However,otherwise, the Board of Directors is submitting the Audit Committee’s selection of KPMG for stockholder ratification to ascertain stockholders’ view on the matter.
KPMG has audited the Company’s consolidated financial statements
for more than the past 6 consecutive years.since at least 1991. Representatives of KPMG are expected to be present at the
20172020 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.
The Audit Committee reviews audit and non-audit services performed by KPMG, as well as the fees charged by KPMG for such services.
In its review of non-audit service fees, theThe Audit Committee
has received and discussed with KPMG their annual written report on KPMG’s independence from the Company and its management, as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KPMG that firm’s independence. 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. Additional information concerning the Audit Committee and its activities with KPMG can be found in the following sections of this Proxy Statement: “Board of Directors and its Committees” and “Audit Committee Report.” Information regarding the aggregate fees billed by KPMG for services rendered to the Company for the fiscal years ended December 31,
20162019 and December 31,
20152018 can be found below under “Audit Fees.”
Vote Required and Board of Directors’ Recommendation (Proposal No. 2) The ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 20172020 requires the affirmative vote of the holders of a majority of the total number of votes of Revlon Common Stock present in person or represented by proxy and entitled to vote at the 20172020 Annual Meeting.
With respect to Proposal No. 2, your vote may be cast FOR or AGAINST the proposal or you may ABSTAIN. Unless such proxies are revoked, all proxies properly submitted to the Company will be voted in accordance with the instructions given by the person submitting such proxy or, in the absence of such instructions, will be voted FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2017, unless such proxies are revoked prior to their being voted on. 2020.
In determining whether Proposal No. 2 has received the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote against Proposal No. 2. Brokers will have discretionary authority to vote on Proposal No. 2 absent instructions from the beneficial owner of the shares, as this is a “routine” proposal.
MacAndrews & Forbes has informed the Company that it will vote
FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for
2017.2020. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any of the Company’s other stockholders, to approve and adopt Proposal No. 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FORTHE RATIFICATION OF THE AUDIT COMMITTEE’S SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.2020.
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The Company’s Board of Directors maintains its Audit Committee in accordance with applicable SEC rules and the NYSE’s listing standards. In accordance with the Audit Committee’s charter,
a printable and current copy of which is available at www.revloninc.com, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the audit work of the Company’s
and Products Corporation’s independent auditors for the purpose of preparing and issuing its audit
reportreports or performing other audit, review or attest services for the
Company. A printableCompany and
current copy of the Audit Committee’s charter is currently available at www.revloninc.com under the heading Investor Relations (Corporate Governance).Products Corporation. The independent auditors, KPMG, report directly to the Audit Committee and the Audit Committee is directly responsible for, among other things, reviewing in advance, and granting any appropriate pre-approvals
of,of: (a) all auditing services to be provided
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by the independent auditorauditor; and (b) all non-audit services to be provided by the independent auditor (as permitted by the Exchange Act), and in connection with such services to approve all fees and other terms of engagement, as required by the applicable rules ofunder the Exchange Act.
Act and subject to the exemptions provided for in such rules.
The Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by KPMG. During
2016,2019, an electronic printable copy of the
20162019 Audit Committee Pre-Approval Policy was available at
www.revloninc.com under the heading Investor Relations (Corporate Governance). A copy of the
20172020 Audit Committee Pre-Approval Policy is attached to this Proxy Statement as
Annex BA and an electronic printable copy of such policy is currently available at
www.revloninc.com under the heading Investor Relations (Corporate Governance). The Audit Committee also has the authority to approve services to be provided by KPMG at its meetings and by unanimous written consents.
The aggregate fees billed for professional services by KPMG in
20162019 and
20152018 for these various services for the Company and Products Corporation in the aggregate are set forth in the table,
below (in millions).Types of Fees
(Dollars in millions) | 2016 | 2015 |
Audit Fees | $ | 5.2 | | $ | 5.0 | |
Audit-Related Fees | $ | 0.1 | | $ | 0.1 | |
Tax Fees | $ | 0.2 | | $ | 0.3 | |
All Other Fees | $ | — | | $ | — | |
Total Fees | $ | 5.5 | | $ | 5.4 | |
| | Audit Fees | | | $10.6 | | | $8.8 | |
| | Audit-Related Fees | | | $0.4 | | | $0.2 | |
| | Tax Fees | | | $0.5 | | | $0.6 | |
| | All Other Fees | | | — | | | — | |
| | Total Fees
| | | $11.5 | | | $9.7 | |
In the above table, in accordance with the SEC definitions and rules: (a) “audit fees” are fees the Company paid KPMG for professional services rendered for: (i) the audits of the Company’s and Products Corporation’s annual financial statements; (ii)statements and the effectiveness of the Company’s internal control over financial reporting; and (iii)(ii) the review of the financial statements included in the Company’s and Products Corporation’s Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements; (b) “audit-related fees” are fees billed by KPMG for assurance and related services that are traditionally performed by the auditor, including services performed by KPMG related to employee benefit plan audits and certain transactions, as well as attestation services not required by statute or regulation; (c) “tax fees” are fees for permissible tax compliance, tax advice and tax planning; and (d) “all other fees” are fees billed by KPMG to the Company for any permissible services not included in the first 3three categories.
All of the services performed by KPMG for the Company during
20162019 and
20152018 were either expressly pre-approved by the Audit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.
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PROPOSAL NO. 3 — NON-BINDING, ADVISORY “SAY-ON-PAY” VOTE OF STOCKHOLDERS ON THE COMPANY’S EXECUTIVE COMPENSATION Pursuant to the “say-on-pay” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the corresponding implementing SEC rules (the
“Dodd-Frank Act”“Dodd-Frank Act”) requiring the “say-on-pay” vote under Section 14A of the Exchange Act, the Company is soliciting, under this Proposal No. 3, its stockholders’ non-binding, advisory “say-on-pay” vote on the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in
this Proxy Statement under “Corporate Governance,” “Executive Compensation,” the
“Compensation Discussion and Analysis,” compensation tables and
compensation-related narrative
discussion set forth in this Proxy Statement.discussion. The stockholder “say-on-pay” vote on the Company’s executive compensation is advisory in nature and non-binding. At the Company’s June
20112017 annual stockholders’ meeting, the Company’s stockholders recommended, on an advisory, non-binding basis, that the Company conduct these “say-on-pay” votes once every 3 years. Pursuant to that recommendation, the Company is re-soliciting in this Proxy Statement its stockholders’ advisory view on the Company’s executive compensation.
Vote Required and Board of Directors’ Recommendation (Proposal No. 3) Under the Dodd-Frank Act, the stockholder “say-on-pay” vote on this matter is advisory and non-binding, and therefore the Company is not required to obtain any specific percentage of stockholder approval. As more fully set forth in the
“Compensation Discussion“Corporate Governance” and
Analysis” section“Executive Compensation” sections of this Proxy Statement, the Company believes that its executive compensation structure is designed to pay for performance, to align the interests of management and employees with corporate performance and stockholder interests and to attract and retain the personnel needed to enable the Company to execute its business strategy in a competitive environment and, as such, that it is reasonably designed and appropriate for its purposes. MacAndrews & Forbes has informed the Company that it will vote
FOR the approval of the resolution described below. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any of the Company’s other stockholders, to approve and adopt Proposal No. 3 on a non-binding and advisory basis.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ADOPT THE
FOLLOWING RESOLUTION BY SUBMITTING THEIR NON-BINDING, ADVISORY “SAY-ON-PAY” VOTE FOR APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed
pursuant to Item 402 of Regulation S-K, including the Executive Compensation, Discussion and Analysis, compensation tables and compensation-related narrative discussion set forth in the Company’s proxy statement, is hereby approved.PROPOSAL NO. 4 — NON-BINDING, ADVISORY VOTE OF STOCKHOLDERS ON FREQUENCY OF FUTURE NON-BINDING, ADVISORY “SAY-ON-PAY” VOTES ON EXECUTIVE COMPENSATION
Pursuant to the Dodd-Frank Act, the Company is soliciting, under this Proposal No. 4, its stockholders’ advisory vote on how often the Company will solicit future stockholder non-binding, advisory “say-on-pay” votes on the Company’s executive compensation (the subject of Proposal No. 3, above). Under the Dodd-Frank Act, stockholders’ advisory votes on executive compensation are to be solicited once every 1, 2 or 3 years, subject to stockholders’ non-binding, advisory views on the frequency of the “say-on-pay” vote, which, under the Dodd-Frank Act, are to be solicited at least every 6 years. Pursuant to applicable law, the stockholder vote on the future frequency of stockholders’ “say-on-pay” is advisory in nature and non-binding.
Vote Required and Board of Directors’ Recommendation (Proposal No. 4)
Under the Dodd-Frank Act, the stockholder vote on this matter is advisory and non-binding, and therefore the Company is not required to obtain any specific percentage of stockholder approval. Your proxy card will afford you the opportunity to select conducting a “say-on-pay” vote once every 1, 2 or 3 years (or to abstain), as provided in the Dodd-Frank Act. The Company proposes to solicit its stockholders’ views on “say-on-pay” once every 3 years, as it believes that doing so more frequently would be burdensome, inefficient and not of meaningful value to stockholders and due to the fact that it is important to view the Company’s performance (and compensation for performance) over longer periods of time. MacAndrews & Forbes has informed the Company that it will vote for conducting future “say-on-pay” votes once every 3 years. Accordingly, the affirmative vote of MacAndrews & Forbes is sufficient, without the concurring vote of any of the Company’s other stockholders, to recommend
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QUESTIONS AND ANSWERS ABOUT THE 2020 ANNUAL MEETING AND VOTING Q.
| Why am I receiving these proxy materials? |
| Our Board of Directors is providing this Proxy Statement and other materials to you in connection with the Company’s 2020 Annual Meeting. This Proxy Statement describes the matters proposed to be voted on at the 2020 Annual Meeting, including: |
(1)
| the election of directors; |
| the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020; |
(3)
| the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”); and |
(4)
| such other business as may properly come before the 2020 Annual Meeting. |
The approximate date of making these proxy materials available to you is April 22, 2020.
| Why did I receive a notice regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials? |
| 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 2020 Annual Meeting, we are making the proxy materials and our 2019 Annual Report available to our stockholders on the Internet. On or about April 22, 2020, we are sending to our stockholders the Internet Notice. |
The Internet Notice contains instructions on how stockholders may access and review our proxy materials and our 2019 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 2020 Proxy Statement, the 2019 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, 2020 Annual Stockholders’ Meeting:
Our 2020 Proxy Statement, the Notice of Annual Stockholders’ Meeting and our 2019 Annual Report are available at www.proxyvote.com and at www.revloninc.com. Stockholders may also vote their shares at www.proxyvote.com.
Q.
| How can I request paper copies of proxy materials? |
| You will not receive a printed copy of the proxy materials unless you request them. There is no charge imposed by the Company for paper copies. To request paper copies, stockholders can: (i) go to www.proxyvote.com and follow the instructions; (ii) call 1-800-579-1639; or (iii) send an email to sendmaterial@proxyvote.com. If you request materials by email, send a blank email with your Control Number(s) that are located in the subject line of the Internet Notice. To facilitate timely delivery, please make your paper copy request no later than May 21, 2020. |
Q.
| When and where is the 2020 Annual Meeting? |
| The 2020 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2020, at Revlon’s Research Center at 2121 Route 27, Edison, New Jersey 08818. While we currently intend to hold our 2020 Annual Meeting in person at this location, we are actively monitoring the COVID-19 pandemic and we are sensitive to the health and travel concerns of our stockholders and the regulations, protocols and other requirements that federal, state and local governments have imposed, or may in the future impose, in response to the COVID-19 pandemic. Accordingly, under these circumstances, we may determine that it is not practicable to hold our 2020 Annual Meeting in person. If so, as soon as practicable (by means of a press release and/or on our website at https://investors.revlon.com/proxy-statements), we will announce alternative arrangements for the 2020 Annual Meeting, which may include holding a virtual meeting solely by means of remote communications at http://www.virtualshareholdermeeting.com/REV2020. If our 2020 Annual Meeting is held in a virtual meeting format at |
conducting future “say-on-pay” votes once every 3 years. TheTABLE OF CONTENTS
http://www.virtualshareholdermeeting.com/REV2020, you will need to enter your Control Number(s) listed on your Internet Notice or proxy card provides shareholdersin order to be admitted to the 2020 Annual Meeting, and you will be able to vote or ask questions by following the instructions available on the meeting website during the 2020 Annual Meeting.
Q.
| What is the purpose of the 2020 Annual Meeting? |
| At the 2020 Annual Meeting, the Company’s stockholders will act upon the following matters set forth in the Notice of Annual Stockholders’ Meeting: |
the election of the following director nominees to the Company’s Board of Directors to serve until the next annual stockholders’ meeting and until such directors’ successors are elected and shall have been qualified: Ronald O. Perelman (Chairman), Ambassador Nicole Avant, E. Scott Beattie, Alan Bernikow, Kristin Dolan, Mitra Hormozi, Ceci Kurzman, Victor Nichols, Debra Perelman, Paul Savas, Barry F. Schwartz, Jonathan Schwartz and Cristiana Falcone Sorrell. If any nominee is unable or declines unexpectedly to stand for election as a director at the 2020 Annual Meeting, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees and proxies will be voted for any such substitute nominee;
the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020;
the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”); and
the transaction of such other business as may properly come before the 2020 Annual Meeting.
Q.
| What are the voting recommendations of the Board? |
A.
| The Board recommends the following votes: |
FOR each of the director nominees;
FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020; and
FOR the non-binding, advisory approval of the Company’s executive compensation.
Q.
| What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
| Many holders of Revlon Common Stock hold such shares through a broker or other nominee (i.e., as a beneficial owner), rather than directly in their own name (i.e., as a stockholder of record). As summarized below, there are some distinctions between shares held of record and those owned beneficially. |
| • | Stockholder of Record. If your shares are registered in your name with the Company’s transfer agent, American Stock Transfer Company, as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date, you are considered the stockholder of record with respect to those shares, and the Company is making these proxy materials available, electronically or otherwise, directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to a third party, or to vote in person at the 2020 Annual Meeting. The Company has made available a proxy card or electronic voting that stockholders can use to vote. |
| • | Beneficial Owner. If your shares are held in a brokerage account or by another nominee as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date, you are considered the beneficial owner of shares held in “street name,” and the Company is making these proxy materials available, electronically or otherwise, to your broker, nominee or trustee. These intermediaries should forward these materials to you. |
A.
| You may vote using one of the following methods: |
| • | Internet. To vote through the Internet, go to www.proxyvote.com and follow the steps on their 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, 2020, which is the day before the June 4, 2020 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. |
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| • | 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, 2020 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. |
| • | Mail. If you receive paper copies of the proxy materials by mail, you may vote by mail by marking your proxy card, dating and signing it, and returning it in the postage-prepaid envelope provided, or to Vote Processing (Revlon), c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You should return your completed proxy card so that Broadridge receives it prior to the closing of the voting polls for the June 4, 2020 Annual Meeting. |
| • | In Person. You may vote your shares in person by attending the 2020 Annual Meeting and submitting a valid proxy at the meeting. If you are a “registered owner” or “record holder” (i.e., you are listed as a stockholder on the books and records of our transfer agent), you may vote in person by submitting your proxy card or casting a ballot furnished by the Company at the 2020 Annual Meeting prior to the closing of the polls. If you are a “beneficial owner” (i.e., your shares are held by a nominee, such as a bank or broker or in “street name”), you may not vote your shares in person at the 2020 Annual Meeting unless you obtain and present to the Company an original legal proxy from your bank or broker authorizing you to vote the shares. Copies and “Requests for Admission” will not be accepted. |
| • | Voting, Generally. All shares that have been voted properly by an unrevoked proxy will be voted at the 2020 Annual Meeting in accordance with your instructions. In relation to how your proxy will be voted, see “How will my proxy be voted?” below. |
If you are a “beneficial owner” because your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive instructions on how to vote from your bank, broker or other record holder. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, the broker may vote your shares only with respect to Proposal No. 2 (Ratification of the Audit Committee’s selection of the Company’s independent registered public accounting firm), which is considered a “routine” matter, but not with respect to Proposal No. 1 (Election of Directors) or Proposal No. 3 (“say-on-pay”).
Q.
| How are broker non-votes counted? |
| A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At the 2020 Annual Meeting, only Proposal No. 2 (Ratification of the Audit Committee’s selection of the Company’s independent registered public accounting firm) is considered a routine matter. Your broker will therefore not have discretion to vote on Proposal No. 1 (Election of Directors) or Proposal No. 3 (“say-on-pay”), which are “non-routine” matters, absent direction from you, and such broker non-votes will have no effect on the approval of these proposals. |
Still, as there is at least one “routine” matter up for consideration at the 2020 Annual Meeting, broker non-votes will be counted towards determining whether or not a quorum is present.
| The only stockholders who are entitled to vote are: (1) stockholders of record of Revlon Common Stock (which is the only outstanding class of the Company’s voting capital stock) at 5:00 p.m., Eastern Time, on April 8, 2020, the record date for the 2020 Annual Meeting; and (2) those who have been granted and present an original, signed, valid legal proxy in appropriate form from a holder of record of Revlon Common Stock as of 5:00 p.m., Eastern Time, on April 8, 2020. Each share of Revlon Common Stock is entitled to one vote. |
Q.
| How will my proxy be voted? |
| When properly submitted to us, and not revoked by you, your proxy will be voted in accordance with your instructions. If you sign and return your proxy card without indicating how you would like your shares to be voted, |
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the persons designated by the Company as proxies will vote in accordance with the opportunityrecommendations of the Board of Directors, as follows: (1) FOR Proposal No. 1 (Election of Directors); (2) FOR Proposal No. 2 (Ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020); and (3) FOR Proposal No. 3 (“say-on-pay”).
Although we are not aware of any other matter that will be properly presented at the 2020 Annual Meeting, if any other matter is properly presented, the persons designated by the Company as proxies may vote on such matters in their discretion.
Q.
| Can I change or revoke my vote? |
| Yes. If you are a stockholder of record, you can change or revoke your vote at any time before it is voted at the 2020 Annual Meeting by: |
| • | executing and delivering a proxy bearing a later date, which must be received by the Company’s Secretary at One New York Plaza, 50th Floor, New York, NY 10004, Attention: Michael T. Sheehan or via email at michael.sheehan@revlon.com, before the original proxy is voted at the 2020 Annual Meeting; |
filing a written revocation or written notice of change, as the case may be, which must be received by the Company’s Secretary, before the original proxy is voted at the 2020 Annual Meeting; or
attending the 2020 Annual Meeting and voting in person.
If you are a beneficial owner, please follow the voting instructions sent to choose among four options (holdingyou by your broker, trustee or nominee to change or revoke your vote.
To revoke a vote previously submitted electronically through the Internet or by telephone, you may simply vote once every 1, 2again at a later date, using the same procedures, in which case the later submitted vote will be recorded and the earlier vote revoked.
Q.
| What if I am a participant in the Revlon 401(k) Plan? |
| This Proxy Statement is being furnished to you if Revlon Common Stock is allocated to your account within the 401(k) Plan. The trustee of the 401(k) Plan, as the record holder of the Company’s shares held in the 401(k) Plan, will vote the shares allocated to your account under the 401(k) Plan in accordance with your instructions. If the trustee of the 401(k) Plan does not otherwise receive voting instructions for shares allocated to your 401(k) Plan Account, the trustee, in accordance with the 401(k) Plan trust agreement, will vote any such shares in the same proportion as it votes those shares allocated to 401(k) Plan participants’ accounts for which voting instructions were received by the trustee. |
401(k) Plan participants must submit their voting instructions to the trustee of our 401(k) Plan in accordance with the instructions included with the proxy card or 3 years, or abstaining)Internet Notice so that they are received by 11:59 p.m. Eastern Time on May 29, 2020 to allow the trustee time to receive such voting instructions and therefore, stockholdersvote on behalf of participants in the 401(k) Plan. Voting instructions received from 401(k) Plan participants after this deadline, under any method, will not be considered timely and will be voted by the trustee at the 2020 Annual Meeting in the manner described in the previous paragraph.
Q.
| Who can attend the 2020 Annual Meeting? |
| Anyone who was a stockholder of the Company as of 5:00 p.m., Eastern Time, on April 8, 2020, the record date for the 2020 Annual Meeting, and who provides the necessary identification materials referred to earlier in this Proxy Statement may attend the 2020 Annual Meeting. Directions to the location of the 2020 Annual Meeting are available on various Internet travel sites, or you may seek assistance from the Company when pre-registering. |
To attend the 2020 Annual Meeting, please follow these instructions:
If you were a stockholder of record on the April 8, 2020 record date, check the appropriate box on the proxy card indicating that you plan on attending the 2020 Annual Meeting. If you vote on the Internet, please indicate that you will attend the 2020 Annual Meeting when prompted during the voting process. Please present at the 2020 Annual Meeting a government-issued form of picture identification, such as a driver’s license or passport.
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To be admitted to approvethe 2020 Annual Meeting if you are a beneficial owner whose shares are held in a brokerage account or disapproveby another nominee, please present at the recommendation2020 Annual Meeting a government-issued form of picture identification, such as a driver’s license or passport, as well as original proof of your ownership of shares of Revlon Common Stock as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date. As noted, you will need to present original evidence of your stock ownership, such as an original of a legal proxy from your bank or broker or your brokerage account statement, demonstrating that you held shares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date. “Requests for Admission” will not be accepted. If you did not already return it to your bank or broker, you must also present an original voting instruction form issued by your bank or broker, demonstrating that you held shares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date.
In order to ensure the safety and security of our meeting attendees, packages and bags may be inspected and may have to be checked and, in some cases, may not be permitted. We thank you in advance for your cooperation with these security measures.
Q.
| Should I pre-register for the 2020 Annual Meeting? |
| In order to expedite the admission registration process required for you to enter the 2020 Annual Meeting, we encourage stockholders to pre-register by phone. Stockholders should pre-register by calling Kassi Mettler, Legal Assistant, at (925) 808-5802, Monday through Friday from 9:00 a.m. through 5:00 p.m., Eastern Time, up until 10:00 a.m., Eastern Time, on Wednesday, June 3, 2020 (the day prior to the 2020 Annual Meeting). Stockholders pre-registering by phone will be admitted to the 2020 Annual Meeting by presenting a government-issued picture identification and, if your shares are held in a brokerage account or by another nominee, original evidence of your ownership of shares of Revlon Common Stock as of the April 8, 2020 record date. |
Q.
| Can I bring a guest to the 2020 Annual Meeting? |
| Yes. If you plan to bring a guest to the 2020 Annual Meeting, please provide us with advance notice of that pursuant to the pre-registration procedures noted above. When you go through the registration area at the 2020 Annual Meeting, please be sure your guest is with you. Guests must also present a government-issued picture identification to gain access to the 2020 Annual Meeting. We reserve the right to limit guest attendance due to space limitations. |
Q.
| Can I still attend the 2020 Annual Meeting if I have previously voted or returned my proxy? |
| Yes. Attending the 2020 Annual Meeting does not revoke a previously submitted valid proxy. See, “Can I Change or Revoke My Vote?” above. |
Q.
| What shares are covered by my proxy card or electronic voting form? |
| The shares covered by your proxy card or electronic voting form represent all of the shares of Revlon Common Stock that you own in the account referenced on the proxy card. Any shares that may be held for your account by the 401(k) Plan or another account will be represented on a separate proxy card and/or by a separate Control Number. |
Q.
| What does it mean if I get more than one proxy card? |
| It means you have multiple accounts at our transfer agent and/or with banks or stockbrokers. Please vote all of your shares. |
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DISTRIBUTION OF PROXY MATERIALS; COSTS OF DISTRIBUTION AND SOLICITATION; INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON The accompanying form of proxy is being solicited on behalf of the
Board.THE BOARDCompany’s Board of Directors. The Company will bear all costs in connection with preparing, assembling and furnishing this Proxy Statement and related materials. Such costs include reimbursing banks, brokerage houses and other custodians, nominees, agents and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. The Company engaged Broadridge to assist it in distributing and hosting on the Internet proxy materials and providing Internet and telephone voting for the 2020 Annual Meeting. The estimated fee for Broadridge’s services is approximately $10,000, plus out-of-pocket expenses, such as postage.
The Company’s NEOs receive compensation, including base salary, annual bonuses, LTIPs, restricted stock and other fringe benefits, as described under the “Executive Compensation” portion of this 2020 Proxy Statement.
HOUSEHOLDING OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS PROVIDE THEIR NON-BINDING, ADVISORY VOTE FOR CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION ONCE EVERY 3 YEARS.STOCKHOLDER MATERIALS
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” stockholder materials, such as proxy statements, information statements and annual reports. This means that only one copy of our Internet Notice or proxy materials may have been sent to multiple stockholders in your household, if any. We will promptly deliver a separate copy of our Internet Notice or the 2020 proxy materials to you if you contact us at: Revlon, Inc., Investor Relations Department, One New York Plaza, New York, NY 10004, at (212) 527-4040; or our proxy distributor at the following address: Broadridge, 51 Mercedes Way, Edgewood, NY 11717, at 1-866-540-7095.
If you want to receive separate copies of the stockholder materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address. In the interest of reducing costs and promoting environmental responsibility, we encourage our stockholders to review electronic versions of our proxy materials, via the Internet.
SUBMISSION OF STOCKHOLDER PROPOSALS Stockholder proposals intended for inclusion in next year’s proxy statement pursuant to Rule 14a-8 under the Exchange Act must be received by the Company’s Secretary, at Revlon, Inc., One New York Plaza,
4950th Floor, New York, NY 10004, attention: Michael T. Sheehan
or via email at michael.sheehan@revlon.com, no later than December
22, 2017 (provided, 23, 2020 (provided, however, if the date of the
20182020 annual stockholders’ meeting is changed by more than 30 days from the date of the
2017 meeting,2020 Annual Meeting, then the
Company will inform stockholders of a new deadline,
iswhich shall be a reasonable time before the Company begins to print and send its proxy materials). The Company’s By-laws require that stockholder proposals made outside of Rule 14a-8 (i.e., proposals that are not to be included in the proxy statement, but to be otherwise considered at the annual stockholders’ meeting) must comply with the requirements of Article II, Section 3 of the Company’s By-laws and
in the case of the 2021 annual stockholders’ meeting, must be received by the Company’s Secretary by no earlier than March
2, 20186, 2021 and by no later than April
1, 2019 (provided, 5, 2021 (provided, however, that if the
20182021 annual stockholders’ meeting is called for a date that is not within 30 days before or after the 1-year anniversary of the
20172020 Annual Meeting date, the stockholder’s notice, in order to be timely, must be received by the Company’s Secretary not later than the close of business on the 10
th day following the earlier of the day on which such notice of the date of the
20182021 annual stockholders’ meeting is mailed or such public disclosure of the date of the
20182021 annual stockholders’ meeting is made).
VOTING THROUGH THE INTERNET OR BY TELEPHONE Our stockholders voting through the Internet or telephone should understand that there may be costs associated with such voting methods, such as usage charges from Internet access providers or telephone companies, which must be borne by the stockholder. To vote by telephone if you are a stockholder of record of our voting capital stock as of the Record Date, call toll free 1-800-690-6903 and follow the instructions provided by the recorded message. To vote by telephone if you are a beneficial owner of our voting capital stock as of the April 8, 2020 Record Date (i.e., your shares are held in a brokerage account or by another nominee), call the toll free number listed on your voting instruction form or follow the instructions provided by your broker. To vote through the Internet, log on to the Internet and go to www.proxyvote.com and follow the steps on the secure website. In either case, you should have your Control Number(s) listed on your Internet Notice or proxy available for voting.
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The Company will provide stockholders with a copy of its Annual Report on Form 10-K for the fiscal year ended December 31,
20162019 filed with the SEC on March
3, 2017,12, 2020, including financial statements and financial statement schedules, without charge, upon written request to the Company’s Secretary, at Revlon, Inc., One New York Plaza,
4950th Floor, New York, NY 10004, attention: Michael T. Sheehan (or via email to michael.sheehan@revlon.com). To ensure timely delivery of such documents prior to the
20172020 Annual Meeting, any request should be sent to the Company promptly.
For your convenience, please note that current electronic printable copies of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as a copy of our Internet Notice and this Proxy Statement, are available on the Company’s website at
www.revloninc.com under the heading
“Investors - Filings & Reports - SEC Filings”, as well as the SEC’s website at
www.sec.gov through the Filings and Forms (EDGAR) pages. In addition, electronic printable copies of the Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence, Code of Conduct and Business Ethics, Audit Committee Pre-Approval Policy and the current charters of the Audit Committee and Compensation Committee are available at
www.revloninc.com under the heading
“Investors - Corporate Governance.” Any person wishing to receive an electronic copy of the Company’s
20162019 Form 10-K, without charge, may send an email making such a request and including a return email address to michael.sheehan@revlon.com (note that the Company’s ability to respond may be subject to file size limitations imposed by Internet service providers and e-mail services).
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Management does not intend to present any other items of business
at the 2020 Annual Meeting and is not aware of any matters other than those set forth in this Proxy Statement that will be presented for action at the
20172020 Annual Meeting. However, if any other matters properly come before the
20172020 Annual Meeting, the persons designated by the Company as proxies may vote the shares of Revlon Common Stock that they represent in their discretion.
By Order of the Board of Directors
Michael T. Sheehan
Senior Vice President, Deputy General Counsel
and Secretary
New York, New York
April 21, 2017
| | | By Order of the Board of Directors |
| | | |
| | | Michael T. Sheehan |
| | | Senior Vice President, Deputy General Counsel & Secretary |
| | | New York, New York |
| | | April 22, 2020 |
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ANNEX A2016 PROXY PEER GROUP
Avon Products
Church & Dwight
Clorox
Coty
Edgewell Personal Care
Hain Celestial
Helen of Troy
International Flavors & Fragrances
Mead Johnson Nutrition
Nu Skin
Post Holdings
Sensient Technologies
Tupperware Brands
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ANNEX B
REVLON, INC.
2017
2020 AUDIT COMMITTEE PRE-APPROVAL POLICY
I.
| I. | STATEMENTSTATEMENT OF PRINCIPLESPRINCIPLES |
The Audit Committee is required to pre-approve the audit and non-audit services performed by the Company’s independent auditor, KPMG LLP (“KPMG LLP”LLP” or the “independent auditor”“independent auditor”), in order to assure that KPMG LLP’s provision of such services does not impair its independence. Unless a type of service to be provided by the independent auditor is within the pre-approved services and dollar limits set forth in the appendices attached to this Policy, the provision of such service by the independent auditor will require specific pre-approval by the Audit Committee.
The appendices to this Policy describe the Audit Services, Audit-Related Services, Tax Services and All Other Services that have the general pre-approval of the Audit Committee for 2017,2020, as well as the applicable dollar limits for the particular services. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.
II.
| II. | DELEGATIONDELEGATION |
The Audit Committee may delegate pre-approval authority to one or more of its members for Audit-Related, Tax Services or All Other Services (each as defined below) to be provided by the independent auditor (but excluding Annual Audit Services referred to in Section III below and prohibited services referred to in Section VII below). Specifically, the Chairman of the Audit Committee may approve services which are not Annual Audit Services referred to in Section III below or prohibited services referred to in Section VII below if the fees as to any applicable project will not exceed $35,000, provided that the independent auditor complies with any applicable rules or requirements of this Policy to document the services to the Audit Committee and to discuss such services with the Audit Committee. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at least quarterly on the services provided by KPMG LLP and the approximate fees paid or payable to KPMG LLP for such services during the preceding quarter, including a report on any services pre-approved during such quarter by the Chairman of the Audit Committee pursuant to this Section II.
III.
| III. | AUDIT SERVICESAUDIT SERVICES |
The terms and fees of the annual Audit Services engagement, including, without limitation, the independent auditor'sauditor’s services in connection with the audit of the Company'sCompany’s annual financial statements and internal control over financial reporting and the independent auditor'sauditor’s review of the Company'sCompany’s financial statements included in the Company'sCompany’s quarterly reports on Form 10-Q, are subject to the specific pre-approval of the Audit Committee. Any changes in terms, conditions and fees resulting from changes in audit scope or other matters, if necessary, are also subject to Audit Committee approval.
In addition to the foregoing annual Audit Services engagement, the Audit Committee may grant pre-approval for other Audit Services, which are those services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements and other services that generally only the independent auditor reasonably can provide, such as comfort letters, statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. The Audit Committee has pre-approved the other Audit Services listed in Appendix A, provided that such services do not exceed the pre-approved fees set forth on Appendix A. All other Audit Services not listed in Appendix A must be specifically pre-approved by the Audit Committee.
IV.
| IV. | AUDIT-RELATED SERVICESAUDIT-RELATED SERVICES |
Audit-Related Services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor, and in each case which are not covered by the Audit Services described in Section III. Such services could include, among other things, employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, attest services and internal control reviews that are not required by statute
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and regulation and consultations concerning financial accounting and reporting standards. The Audit Committee believes that the provision of Audit-Related Services does not impair the auditor’s independence, and has pre-approved the Audit-Related Services listed in Appendix B, provided that such services do not exceed the pre-approved fees set forth on Appendix B. All other Audit-Related Services not listed in Appendix B must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation of authority under Section II above. As to all non-audit internal control services to be provided to the Company, the
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independent auditor must: (1) describe in writing to the Audit Committee the scope of the proposed non-audit internal control service; (2) discuss with the Audit Committee any potential effects on the independent auditor'sauditor’s independence that could be caused by the independent auditor'sauditor’s performance of the proposed non-audit internal control service; and (3) document the substance of such discussions with the Audit Committee.
V.
| V. | TAX SERVICESTAX SERVICES |
The Audit Committee believes that the independent auditor can provide certain Tax Services to the Company, such as: (i) tax compliance (e.g., preparing original and amended state and federal corporate tax returns, planning for estimated tax payments and preparation of tax return extensions); (ii) tax advice; and (iii) tax planning, without impairing the auditor’s independence. Tax advice and tax planning could include, without limitation, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans and request for rulings or technical advice from taxing authorities. However, the Audit Committee will not permit the retention of the independent auditor (or any affiliate of the independent auditor) in connection with the provision of any prohibited tax service listed in Exhibit 1 to the Company or its affiliates, as the PCAOB has determined that such prohibited tax services would impair the independent auditor'sauditor’s independence.
The Audit Committee has pre-approved the Tax Services listed in
Appendix C, provided that such services do not exceed the pre-approved fees set forth on
Appendix C. All other Tax Services for the Company not listed in
Appendix C must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation of authority under Section II above, provided that the independent auditor complies with any applicable rules and the following requirements to document the applicable Tax Services to the Audit Committee and to discuss such services with the Audit Committee.
As to all Tax Services for the Company, the independent auditor must: (1) describe in writing to the Audit Committee the scope of the proposed Tax Service, the proposed fee structure for the engagement and any agreement between the independent auditor and the Company and its affiliates relating to the proposed Tax Service; (2) describe in writing to the Audit Committee any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the independent auditor or any of its affiliates and any person (other than the Company and its affiliates) with respect to the promoting, marketing or recommending of any transaction covered by the Tax Service; (3) discuss with the Audit Committee any potential effects of the proposed Tax Services on the independent auditor’s independence; and (4) document the substance of such discussions with the Audit Committee.
VI.
| VI. | ALL OTHER SERVICESALL OTHER SERVICES |
The Audit Committee may grant general pre-approval to those permissible non-audit services classified as All Other Services that it believes are routine and recurring services, and would not impair the auditor’s independence, provided such All Other Services may not include Audit Services referred to in Section III above or prohibited services referred to in Section VII below. The Audit Committee has pre-approved the All Other Services listed in Appendix D, provided that such services do not exceed the pre-approved fees set forth on Appendix D. Permissible All Other Services other than those listed in Appendix D must be specifically pre-approved by the Audit Committee, except to the extent covered by the delegation of authority under Section II above.
VII.
| VII. | PROHIBITED SERVICESPROHIBITED SERVICES |
The Company will not retain its independent auditors for any services that are “prohibited services” as defined by applicable statutes or regulations, as may be in effect from time to time, including, without limitation, those services prohibited by Section 201(a) of the Sarbanes-Oxley Act of 2002 and the SEC'sSEC’s or the PCAOB'sPCAOB’s rules and regulations and such other rules and regulations as may be promulgated thereunder from time to time. Attached to this policy as Exhibit 1 is a list of the SEC’s and PCAOB'sPCAOB’s prohibited non-audit services, including prohibited tax services.
