☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to Rule 14a-12
|
REVLON, INC.
|
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
|
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
|
1.
|
Election of all 9 director nominees to the Company’s Board of Directors for the coming year;
|
2.
|
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021;
|
3.
|
Approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan; and
|
4.
|
Transaction of other business properly brought before the 2021 Annual Meeting or any adjournment.
|
|
YOUR VOTE IS IMPORTANT TO US.
|
|
PLEASE EXERCISE YOUR RIGHT TO VOTE
|
|
|
|
| ||||||
|
Item
|
| |
Board Vote Recommendation
|
| |||
|
|
| ||||||
|
1.
|
| |
Election of Directors
|
| |
FOR each Director nominee
|
|
|
2.
|
| |
Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2021
|
| |
FOR
|
|
|
3.
|
| |
Approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan
|
| |
FOR
|
|
(1)
|
FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;
|
(2)
|
FOR the ratification of the Audit Committee’s selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2021; and
|
(3)
|
FOR the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan.
|
(1)
|
FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;
|
(2)
|
FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2021; and
|
(3)
|
FOR the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan.
|
|
Ronald O. Perelman
|
| ||||||
|
Age: 77
|
| |
Skills and Qualifications:
• Extensive business and financial experience (including
managing diverse businesses within the MacAndrews
& Forbes group of companies)
• Public company board experience
• Knowledge of the Company and long-standing service
as a Company Director
• Position as the Company’s controlling beneficial
stockholder
|
| |
Committees:
• None
|
|
|
Director Since:
1992
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (1992 – present)
• Revlon Consumer Products Corporation
(1992 – present)
• Scientific Games Corporation (2003 –
September 2020)
|
| |||
|
Mr. Perelman has been Chairman of the Board of Directors of the Company and of Products Corporation since June 1998 and a Director of the Company and of Products Corporation since their respective formations in 1992. Mr. Perelman has been Chairman of the Board and Chief Executive Officer of MacAndrews & Forbes, a company that acquires and manages a diversified portfolio of private and public companies, and certain of its affiliates since 1980. Mr. Perelman also served as Chairman of the Board of Scientific Games Corporation (“Scientific Games”) from November 2013 to September 2020.
|
|
|
E. Scott Beattie
|
| ||||||
|
Age: 62
|
| |
Skills and Qualifications:
• Senior executive experience
• Public company board experience
• Familiarity with Elizabeth Arden and
long-standing service as the former CEO
of Elizabeth Arden
• Knowledge of the Company and on-going
service as a Company Director
|
| |
Committees:
• None
|
|
|
Director Since:
2016
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2016 – present)
• Elizabeth Arden, Inc. (1995 – 2016)
|
| |||
|
Mr. Beattie has been a Director of the Company since November 2016 and currently serves as a non-executive Vice Chairman of the Company’s Board. Mr. Beattie also serves as a non-employee senior advisor to the Company’s Chief Executive Officer. Previously, Mr. Beattie served as Chairman of Elizabeth Arden’s Board from April 2000 until its acquisition by the Company in September 2016 and as a member of its Board from January 1995 until September 2016. From March 1998 until September 2016, he also served as Elizabeth Arden’s President and Chief Executive Officer. Mr. Beattie previously served in other positions with Elizabeth Arden, including as its Chief Operating Officer and Vice Chairman of its Board. He also serves on the Boards of Directors of Rexair, LLC and Boosted.ai and has served as a Board advisor for Crisp since 2019. Since May 2020, Mr. Beattie has served as Chairman of the Board of NexJ Systems, a company listed and traded on the Toronto Stock Exchange, and serves as a member of its Audit Committee and Governance Committee.
|
|
|
Alan Bernikow
|
| ||||||
|
Age: 80
|
| |
Skills and Qualifications:
• Senior executive and business experience
• Extensive accounting experience and
financial expertise, including 26 years
of service at Deloitte & Touche LLP
and its predecessors
• Public company board and audit
committee experience
• Knowledge of the Company and long-
standing service as a Company Director
|
| |
Committees:
• Audit (Chairman)
• Compensation (Chairman)
|
|
|
Director Since:
2003
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2003 – present)
• Revlon Consumer Products Corporation
(2003 – present)
• Mack-Cali Realty Corporation (2004 –
June 2020)
• UBS Funds (2005 – present)
• FCB Financial Holdings, Inc. (2010 –
January 2019)
• Destination XL Group, Inc. (2003 – 2017)
|
| |||
|
Mr. Bernikow has been a Director of the Company and of Products Corporation since September 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”). Prior to that, Mr. Bernikow held various senior executive positions at D&T and its predecessor, Touche Ross, which he joined in 1977. 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. From 2004 until June 2020, Mr. Bernikow served as a member of the Board and as Chairman of the Audit Committee of Mack-Cali Realty Corporation (“Mack-Cali”), a publicly-traded company which is required to file reports pursuant to the Exchange Act, and since 2014 served as its Lead Independent Director. Mr. Bernikow is also a director or trustee and serves as Chairman of the audit committees of certain funds (the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates serves as investment advisor, sub-advisor or manager. From 2003 until March 2017, Mr. Bernikow served as a member of the Board and as a member of the Nominating and Corporate Governance Committee of Destination XL Group, Inc. Mr. Bernikow also served as the Chairman of the Audit Committee, and as a member of the Nominating and Governance Committee, the Compensation Committee and the Asset/Liability Committee of FCB Financial Holdings, Inc. from 2010 until its merger into Synovus Financial Corporation in January 2019.
|
|
|
Kristin Dolan
|
| ||||||
|
Age: 54
|
| |
Skills and Qualifications:
• Extensive business and senior executive experience
• Public company board experience
• Knowledge of the Company and on-going service
as a Company Director
|
| |
Committees:
• Audit
|
|
|
Director Since:
2017
|
| |
Public Company Directorships Held During the Past 5 Years:
• Madison Square Garden Entertainment
Corp. (April 2020-present)
• Revlon, Inc. (2017 – present)
• MSG Networks, Inc. (2010 – 2015; and
April 2018 – present)
• AMC Networks Inc. (2011 – present)
• Madison Square Garden Sports Corp.
(formerly known as The Madison Square
Garden Company) (2015 – present)
• The Wendy’s Company (2017 – present)
• Cablevision Systems Corporation (2010 –
2016)
|
| |||
|
Ms. Dolan has served as a Director of the Company since May 2017 and has served as a member of the Company’s Audit Committee since July 2020. She also has served since November 2016 as Founder and Chief Executive Officer of 605, LLC, 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 its sale in 2016; 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 has served as a member of the Board of Madison Square Garden Entertainment Corp. since April 2020, Madison Square Garden Sports Corp. (formerly known as The Madison Square Garden Company) since 2015; AMC Networks Inc. since 2011; The Wendy’s Company since July 2017; and MSG Networks, Inc. from 2010 to 2015, and recommencing in April 2018. From 2010 until its sale in 2016, Ms. Dolan served as a member of the Board of Cablevision Systems Corporation. Ms. Dolan previously served on the Foundation Board for SUNY Albany and the National Board for Women in Cable & Telecommunications.
|
|
|
Cristiana Falcone
|
| ||||||
|
Age: 47
|
| |
Skills and Qualifications:
• Senior executive and marketing experience
• Public company board experience
• Knowledge of the Company and long-standing service as a Company Director
|
| |
Committees:
• None
|
|
|
Director Since:
2014
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2014 – present)
• Viacom, Inc. (2013 – 2019)
|
| |||
|
Ms. Falcone has served as a Director of the Company since March 2014. Since January 2020, Ms. Falcone has served as a strategic adviser and philanthropist investor to a range of companies. From 2018 to 2019 she served as Principal Adviser, Media Affairs at the World Economic Forum (“WEF”), having previously served as Senior Adviser to the Chairman at the WEF, a position she has held since 2009 and since 2015 as CEO of the JMCMRJ Sorrell Foundation. Since 2013 and until Viacom, Inc. merged with CBS Corporation in December 2019 to form ViacomCBS, Inc., Ms. Falcone served as a member of the Board of Viacom and served as a member of its Governance and Nominating Committee from 2016 until such merger. Ms. Falcone formerly served as Principal Consultant for the Office of Outreach and Partnership for the Inter-American Development Bank from 2011 to 2015. Prior to joining the WEF in 2004, Ms. Falcone 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 Internews and of Global Fashion Agenda, 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.
|
|
|
Ceci Kurzman
|
| ||||||
|
Age: 50
|
| |
Skills and Qualifications:
• Senior executive experience in talent representation
and talent-related brand-to-brand business
development strategies
• Marketing experience
• Knowledge of the Company and long-standing service
as a Company Director
|
| |
Committees:
• Audit
• Compensation
|
|
|
Director Since:
2013
|
| |
Public Company Directorships Held During the Past 5 Years:
• Warner Music Group (October 2020-
present)
• Revlon, Inc. (2013 – present)
• Revlon Consumer Products Corporation
(2019 – present)
|
| |||
|
Ms. Kurzman has been a Company Director since February 2013 and a Director of Products Corporation since June 2019, and serves as a member of the Company’s Audit Committee and Compensation Committee. Ms. Kurzman serves as President of Nexus Management Group, Inc. (“Nexus”), a talent representation, consulting and private investing group focused on 360-degree marketing and asset-building strategies, which she founded in 2004. Prior to founding Nexus, Ms. Kurzman joined Epic/Sony Music in 1997 as Vice President of Worldwide Marketing and held positions of increasing responsibility there until 2004. From 1992 to 1997, Ms. Kurzman held positions of increasing responsibility at Arista Records, including serving as Director of Artist Development. Since October 2020, Ms. Kurzman has served on the Board of Warner Music Group and has served as a member of its Nominating and Corporate Governance Committee. Ms. Kurzman also serves as a member of the Board of Choate Rosemary Hall, the Barefoot Foundation, Migreat Ltd., Tortoise Media Ltd., and Man Group plc., a company listed and traded on the London Stock Exchange. Ms. Kurzman has also served as a member of the Board of Medecins du Monde, Cirque du Soleil Entertainment Group of Spring Studios, the Desmond Tutu Peace Foundation and the Women’s Forum of New York.
|
|
|
Victor Nichols
|
| ||||||
|
Age: 64
|
| |
Skills and Qualifications:
• Extensive business and senior executive experience
• Public company board experience
• Knowledge of the Company and on-going service as a
Company Director
|
| |
Committees:
• Audit
|
|
|
Director Since:
2019
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2019 – present)
• Bank of Hawaii Corporation (2014 –
present)
• Zovio Inc. (formerly known as
Bridgepoint Education, Inc.) (2014 –
present)
|
| |||
|
Mr. Nichols has been a Director of the Company since June 2019 and has been a member of the Company’s Audit Committee since July 2020. Mr. Nichols is currently an investor and strategic advisor. Since 2014, Mr. Nichols has served on the Board of Bank of Hawaii Corporation and Zovio Inc. (formerly known as Bridgepoint Education, Inc.). Mr. Nichols served as an independent advisor to Vericast (formerly known as Harland Clarke Holdings Corp.) (“Vericast”) from June 2019 to March 2020. Vericast is a portfolio of companies optimizing customer relationships through a broad variety of omnichannel solutions and is a wholly-owned subsidiary of MacAndrews & Forbes. Mr. Nichols served as a member of the Board of Vericast from January 2017 to June 2019, served as its Chief Executive Officer from January 2017 until December 2018 and served as its Chairman from January 2019 to June 2019. Mr. Nichols served as Chief Executive Officer of Valassis Communications, Inc., a wholly-owned subsidiary of Vericast, from April 2015 through December 2016. He served as Chief Executive Officer for North America at Experian plc from January 2010 through March 2014, as well as Managing Director for the U.K. and EMEA at Experian plc from February 2008 until January 2010. Prior to that, Mr. Nichols served as Chief Information Officer for Wells Fargo & Company, as Chief Executive Officer of Vicor, Inc., as President of Safeguard Business Systems Inc., as well as having served in various senior leadership positions at Bank of America Corporation. Mr. Nichols also served as Chairman of the Board of Crystal Cove Conservancy from 2014 to 2017.
|
|
|
Debra Perelman
|
| ||||||
|
Age: 47
|
| |
Skills and Qualifications:
• Senior executive and business experience
• Public company board experience
• Knowledge of the Company, both as an executive and
as a Company Director
|
| |
Committees:
• None
|
|
|
Director Since:
2015
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2015 – present)
• Revlon Consumer Products Corporation
(May 2018 – present)
• Scientific Games Corporation (2014 –
2015)
|
| |||
|
Ms. Perelman has served as the Company’s President and Chief Executive Officer since May 2018, as a Director of the Company since June 2015 and as a Director of Products Corporation since May 2018. Ms. Perelman served as a member of the Company’s Compensation Committee until January 2018. Ms. Perelman served as the Company’s Chief Operating Officer from January 2018 until May 2018. She also served as the Company’s Executive Vice President, Strategy, Digital Content and New Business Development from December 2017 until January 2018 under a secondment arrangement with MacAndrews & Forbes. From 2014 until December 2017, Ms. Perelman also served as Executive Vice President, Strategy and New Business Development of MacAndrews & Forbes, a diversified holding company. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice 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, a member of the President’s Advisory Council at Princeton University, a member of the Board of Overseers at Columbia Business School and as a trustee of the NYU Langone Medical Center. From 2014 until 2015, Ms. Perelman served as a member of the Board of Scientific Games.
|
|
|
Barry F. Schwartz
|
| ||||||
|
Age: 71
|
| |
Skills and Qualifications:
• Senior executive and business experience
• Extensive legal experience
• Public company board experience
• Knowledge of the Company and long-standing service as a Company Director
|
| |
Committees:
• None
|
|
|
Director Since:
2007
|
| |
Public Company Directorships Held During the Past 5 Years:
• Revlon, Inc. (2007 – present)
• Revlon Consumer Products Corporation
(2004 – present)
• Scientific Games Corporation (2003 –
September 2020)
• Gaming and Leisure Properties, Inc.
(2017 – present)
|
| |||
|
Mr. Schwartz has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes since July 2019 and prior to that as Vice Chairman of MacAndrews & Forbes and various affiliates since December 2015. Mr. Schwartz was Executive Vice Chairman of MacAndrews & Forbes and various affiliates from October 2007 to December 2015. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes and various affiliates from 1989 to 1993. Mr. Schwartz was formerly Vice Chairman and has served as a member of the Board of Trustees of The City University of New York until 2020. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly a member of the Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of NYU Langone Medical Center and Jazz at Lincoln Center. Mr. Schwartz served as a member of the Board of Scientific Games from 2003 to September 2020, where he served as a member of the Compliance Committee, Compensation Committee and Executive and Finance Committee until September 2020. Mr. Schwartz has served as a member of the Board of Gaming and Leisure Properties, Inc. since May 2017, where he currently serves as a member of the Audit and Compliance Committee.
|
|
•
|
the stockholder’s name and address, evidence of such stockholder’s ownership of Revlon Common Stock, including the number of shares owned and the length of time of continuous ownership, and a statement as to the number and names of director candidates such stockholder has previously submitted to the Company during the period that such stockholder has owned such shares;
|
•
|
the name of the candidate;
|
•
|
the candidate’s resume or a listing of his or her qualifications to be a director of the Company;
|
•
|
any other information regarding the candidate that would be required to be disclosed in a proxy statement filed with the SEC if the candidate were nominated for election to the Board; and
|
•
|
the candidate’s signed, written consent to be named as a director, if selected and nominated by the Board.
|
•
|
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;
|
•
|
enterprise risk assessment and the Company’s risk management guidelines, processes and policies, including reviewing cybersecurity risk mitigation policies and initiatives;
|
•
|
the performance of the Company’s internal audit functions; and
|
•
|
the Revlon, Inc. Related Party Transaction Policy.
|
•
|
reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s CEO and other Named Executive Officers (“NEOs”), evaluating the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determining, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations;
|
•
|
reviewing and approving compensation and incentive arrangements for certain key employees of the Company;
|
•
|
reviewing and approving awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the “Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and overseeing the administration of such plans;
|
•
|
planning for the succession of the Company’s CEO and key senior officers; and
|
•
|
considering the existence of any potential conflicts of interest with its independent outside compensation consultant, Compensation Advisory Partners LLC (“CAP”).
|
•
|
Compensation for the NEOs;
|
•
|
The structure of the annual bonus programs and long-term incentive plans (“LTIPs”) under the Incentive Compensation Plan and the Stock Plan, respectively;
|
•
|
Performance-based objectives for the NEOs and other participants in annual bonus programs and LTIPs;
|
•
|
Certifying management’s assessment of the achievement of performance targets; and
|
•
|
Grants of equity-based awards under the Stock Plan.
|
•
|
Reviews and approves corporate performance objectives relevant to the compensation of the Company’s CEO and the other NEOs;
|
•
|
Evaluates the Company’s performance against its corporate performance objectives and the CEO’s and the other NEOs’ performance; and
|
•
|
Reviews and approves the CEO’s and the other NEOs’ total compensation based on that evaluation process.
|
•
|
The proxy peer group and approach used to benchmark total target compensation for the NEOs;
|
•
|
The structure and components of the Company’s incentive compensation programs; and
|
•
|
Review and approval of the employment agreement and separation agreement of Sergio Pedreiro, the Company’s former Chief Operating Officer.
|
|
Name
(a)
|
| |
Fees Earned or
Paid in Cash
(b)
|
| |
All Other Compensation
(c)
|
| |
Total
|
|
|
Ronald O. Perelman
|
| |
—
|
| |
—
|
| |
—
|
|
|
Nicole Avant
|
| |
$59,000
|
| |
—
|
| |
$59,000
|
|
|
E. Scott Beattie
|
| |
$67,479
|
| |
$72,916
|
| |
$140,396
|
|
|
Alan Bernikow
|
| |
$96,625
|
| |
$15,625
|
| |
$112,250
|
|
|
Kristin Dolan
|
| |
$74,625
|
| |
—
|
| |
$74,625
|
|
|
Cristiana Falcone
|
| |
$51,363*
|
| |
—
|
| |
$51,363
|
|
|
Mitra Hormozi
|
| |
$47,626
|
| |
$145,833
|
| |
$193,459
|
|
|
Ceci Kurzman
|
| |
$84,750
|
| |
$15,625
|
| |
$100,375
|
|
|
Victor Nichols
|
| |
$79,521
|
| |
—
|
| |
$79,512
|
|
|
Debra Perelman
|
| |
—
|
| |
—
|
| |
—
|
|
|
Paul Savas
|
| |
—
|
| |
—
|
| |
—
|
|
|
Barry F. Schwartz
|
| |
$73,375
|
| |
$15,625
|
| |
$89,000
|
|
|
Jonathan Schwartz
|
| |
$65,500
|
| |
$12,500
|
| |
$78,000
|
|
*
|
Net of withholding taxes
|
(a)
|
As previously disclosed in Current Reports on Form 8-K filed with the SEC, Mr. Savas resigned from the Company’s Board effective June 23, 2020, and Mses. Avant and Hormozi and Mr. J. Schwartz resigned from the Company’s Board effective July 14, 2020. Mr. Perelman and Ms. Perelman did not receive any compensation for their service as Directors during 2020. For Ms. Perelman, see the “Summary Compensation Table” regarding compensation earned by Ms. Perelman in her role as the Company’s President & CEO during 2020.
|
(b)
|
At the beginning of 2020, the Company’s Board compensation program was comprised of the following components: (i) an annual Board retainer of $115,000; (ii) Board and Committee meeting fees of $1,500 per meeting; (iii) an additional annual retainer of $10,000 for each Committee chairman; and (iv) an additional annual Audit Committee membership retainer of $10,000. On March 30, 2020, at the Compensation Committee’s recommendation and as part of our response to the COVID-19 pandemic, the Company’s Board approved a temporary 50% reduction in the Board compensation program as well as a full elimination of per meeting fees. Accordingly, during such period the Board compensation program consisted of the following components: (i) annual Board retainer of $57,500 (reduced from $115,000); (ii) a full elimination of the Board and Committee meeting fees (reduced from $1,500 per meeting); (iii) annual retainer of $5,000 for each Committee chairman (reduced from $10,000); and (iv) annual Audit Committee membership retainer of $5,000 (reduced from $10,000). The CEO was given the authority to reinstate the Board compensation program in effect immediately prior to the COVID-19 pandemic at any time she deemed appropriate, in her sole discretion, exercised reasonably. On November 3, 2020, at the Compensation Committee’s recommendation, the CEO reinstated the following components of the Board compensation program to that which was in effect prior to March 30, 2020: (i) an annual Board retainer of $115,000; (ii) an additional annual retainer of $10,000 for each Committee chairman; and (iii) an additional annual Audit Committee membership retainer of $10,000. The Board and Committee meeting fees were not reinstated.
|
(c)
|
For Mr. Beattie, the amount shown under the “All Other Compensation” column reflects fees received by Mr. Beattie in respect of 2020 for advisory services to the Company, pursuant to the terms of the Consulting Agreement, dated November 3, 2016, between the Company and Mr. Beattie (the “Beattie Original Consulting Agreement”). As previously disclosed in the Company’s 2017 Proxy Statement on Schedule 14A filed with the SEC on April 21, 2017, pursuant to the Beattie Original Consulting Agreement, Mr. Beattie agreed to provide advisory services to the Company’s CEO through November 3, 2019 for a fee of $500,000 per year and for which he received $3 million of RSUs representing the right to receive 93,458 shares of Revlon Common Stock which vested in 3 equal installments
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership
(Revlon Common Stock)
|
| |
Percentage of Class
(Revlon Common Stock)
|
|
|
Ronald O. Perelman(1)
c/o MacAndrews & Forbes Incorporated, 35 E. 62nd St., New York, NY 10065
|
| |
46,223,321
|
| |
86.42%
|
|
|
E. Scott Beattie
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
50,248
|
| |
*
|
|
|
Alan Bernikow
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
13,250
|
| |
*
|
|
|
Kristin Dolan
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
—
|
| |
—
|
|
|
Victoria Dolan(2)
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
62,500
|
| |
*
|
|
|
Cristiana Falcone
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
—
|
| |
—
|
|
|
Ceci Kurzman
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
—
|
| |
—
|
|
|
Victor Nichols
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
—
|
| |
—
|
|
|
Sergio Pedreiro(3)
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
—
|
| |
—
|
|
|
Debra Perelman(4)
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004
|
| |
114,564
|
| |
*
|
|
|
Barry F. Schwartz
c/o MacAndrews & Forbes Incorporated, 35 E. 62nd St., New York, NY 10065
|
| |
—
|
| |
—
|
|
|
All Current Directors and Executive Officers, as a Group (11 Persons)
|
| |
46,463,883
|
| |
86.87%
|
|
*
|
Less than one percent.
|
(1)
|
Mr. Perelman, through MacAndrews & Forbes, beneficially owned 46,223,321 shares of Revlon Common Stock, representing approximately 86.42% of the Company’s issued and outstanding voting capital stock as of March 31, 2021. MacAndrews & Forbes has advised the Company that it has pledged shares of Revlon Common Stock to secure certain obligations of MacAndrews & Forbes. Additional shares of the Company and shares of common stock of intermediate holding companies between the Company and MacAndrews & Forbes may from time-to-time be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that are secured by the pledged shares could cause a foreclosure with respect to such shares of Revlon Common Stock, Products Corporation’s common stock or stock of intermediate holding companies between the Company and MacAndrews & Forbes. A foreclosure upon any such shares of common stock or dispositions of shares of Revlon Common Stock, Products Corporation’s common stock or stock of intermediate holding companies between the Company and MacAndrews & Forbes that are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a “change of control” under (i) the Term Credit Agreement, dated as of September 7, 2016, by and among Products Corporation, as borrower, Revlon, certain lenders party thereto and Citibank, N.A. as administrative agent and collateral agent (as may be amended, supplemented or otherwise modified from time to time, the “2016 Credit Agreement”), (ii) the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016, by and among Products Corporation, as borrower, Revlon, certain local borrowing subsidiaries from time to time party thereto,
|
(2)
|
For a description of restricted shares of Revlon Common Stock and RSUs held by Ms. Victoria Dolan, see the “Summary Compensation Table” under “Stock Awards” column.
|
(3)
|
For a description of RSUs held by Mr. Pedreiro, see the “Summary Compensation Table” under “Stock Awards” column.
|
(4)
|
For a description of RSUs held by Ms. Perelman, see the “Summary Compensation Table” under “Stock Awards” column.
|
|
Name
|
| |
Current Position
|
|
|
Debra Perelman
|
| |
President & Chief Executive Officer
|
|
|
|
| |
|
|
|
Victoria Dolan
|
| |
Chief Financial Officer
|
|
|
Name
|
| |
Position(s) during 2020
|
|
|
Debra Perelman
|
| |
President & Chief Executive Officer
|
|
|
|
| |
|
|
|
Victoria Dolan
|
| |
Chief Financial Officer
|
|
|
|
| |
|
|
|
Sergio Pedreiro
|
| |
Former Chief Operating Officer
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(a)
|
| |
Bonus
($)(b)
|
| |
Stock
Awards
$(c)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)
|
| |
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation
($)(d)
|
| |
Total
($)
|
|
|
|
| ||||||||||||||||||||||||
|
Debra Perelman
President & CEO
|
| |
2020
|
| |
936,779
|
| |
693,309
|
| |
4,750,000
|
| |
—
|
| |
—
|
| |
84,184
|
| |
6,464,272
|
|
|
2019
|
| |
1,133,654
|
| |
—
|
| |
4,750,000
|
| |
—
|
| |
—
|
| |
123,065
|
| |
6,006,719
|
| |||
|
|
| ||||||||||||||||||||||||
|
Victoria Dolan
CFO
|
| |
2020
|
| |
547,200
|
| |
288,417
|
| |
500,000
|
| |
—
|
| |
—
|
| |
39,489
|
| |
1,375,106
|
|
|
2019
|
| |
624,646
|
| |
—
|
| |
612,333
|
| |
224,667
|
| |
—
|
| |
70,415
|
| |
1,532,061
|
| |||
|
|
| ||||||||||||||||||||||||
|
Sergio Pedreiro
Former COO
|
| |
2020
|
| |
611,846
|
| |
1,600,000
|
| |
366,667
|
| |
—
|
| |
—
|
| |
869,883
|
| |
3,448,396
|
|
(a)
|
The amounts set forth under the “Salary” column reflect salary adjustments during the year as described below under “Employment Agreements.”
|
(b)
|
The amounts set forth under the “Bonus” column reflect bonuses paid to the NEOs as part of the Company’s Annual Bonus Programs for 2020, and also include discretionary bonuses, sign-on bonuses and guaranteed minimum bonuses provided for in an executive’s employment agreement.
|
(c)
|
Amounts set forth under the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock awards and restricted stock units granted during the applicable year, as determined in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 12, “Stock Compensation Plan” to the Company's Audited Consolidated Financial Statements in the Company’s 2020 Form 10-K.
|
(d)
|
For 2019 and 2020, the amounts shown under “All Other Compensation” column consist of:
|
|
Name
|
| |
Year
|
| |
Car
Allowance
($)
|
| |
Tax
Preparation
and Financial
Counseling
Services
($)
|
| |
Profit Sharing
and Matching
Contributions1 ($)
|
| |
Supplemental
Medical
Coverage
($)
|
| |
Other
Perquisites
($)
|
| |
Separation
Benefits2
($)
|
| |
Total All Other
Compensation
($)
|
|
|
Debra Perelman
|
| |
2020
|
| |
—
|
| |
10,000
|
| |
8,550
|
| |
65,634
|
| |
—
|
| |
—
|
| |
84,184
|
|
|
2019
|
| |
—
|
| |
10,000
|
| |
50,925
|
| |
62,140
|
| |
—
|
| |
—
|
| |
123,065
|
| |||
|
Victoria Dolan
|
| |
2020
|
| |
24,000
|
| |
10,000
|
| |
5,040
|
| |
449
|
| |
—
|
| |
—
|
| |
39,489
|
|
|
2019
|
| |
24,000
|
| |
10,000
|
| |
35,982
|
| |
433
|
| |
—
|
| |
—
|
| |
70,415
|
| |||
|
Sergio Pedreiro
|
| |
2020
|
| |
21,046
|
| |
8,769
|
| |
4,731
|
| |
15,337
|
| |
—
|
| |
820,000
|
| |
869,883
|
|
1
|
The amounts shown under “Profit Sharing and Matching Contributions” column are under the Amended and Restated Revlon Excess Savings Plan (the “Excess Savings Plan”) and the 401(k) Plan. On March 30, 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, Products Corporation’s Board approved an amendment to the 401(k) Plan, that, among other things, gave the Company’s and Products Corporation’s CEO the authority, in her discretion, to suspend and re-institute profit-sharing contributions and matching contributions under the 401(k) Plan. The 401(k) matching contributions were in effect until April 10, 2020 and were suspended for the remainder of 2020. The discretionary profit-sharing program was suspended for all of 2020. The 401(k) matching contributions were reinstated beginning on January 15, 2021 and the discretionary profit-sharing program was reinstated for all of 2021.
|
2
|
For Mr. Pedreiro, the terms of his separation agreement are described below under “Employment Agreement.”
|
|
Church & Dwight
|
| |
Hain Celestial
|
| |
Post Holdings
|
|
|
Clorox
|
| |
Helen of Troy
|
| |
Sensient Technologies
|
|
|
Coty
|
| |
International Flavors & Fragrances
|
| |
Tupperware Brands
|
|
|
Edgewell Personal Care
|
| |
Nu Skin
|
| |
|
|
•
|
Based on these values, each of Mses. Perelman’s and Dolan’s 2020 target total compensation was below the 50th percentile of the 2020 Proxy Peer Group.
|
|
|
| |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of Shares
or Units of Stock That
Have Not Vested (#)(a)
|
| |
Market Value of Shares
or Units of Stock That
Have Not Vested ($)(b)
|
| |
Equity Incentive Plan Awards:
Number of Unearned Shares,
Units or Other Rights That Have
Not Vested (#)(c)
|
| |
Equity Incentive Plan Awards:
Market or Payout Value of Unearned
Shares, Units or Other Rights That
Have Not Vested ($)(b)
|
|
|
Debra Perelman
|
| |
—
|
| |
—
|
| |
531,028
|
| |
6,308,613
|
|
|
Victoria Dolan
|
| |
23,256
|
| |
276,281
|
| |
61,829
|
| |
734,529
|
|
|
Sergio Pedreiro
|
| |
—
|
| |
—
|
| |
24,509
|
| |
291,167
|
|
(a)
|
For Ms. Dolan, subject to certain terms and conditions, the remaining tranche of her restricted shares vest after December 31, 2020 on March 15, 2021 (of which 23,255 shares vested on March 15, 2019 and 23,256 shares vested on March 15, 2020).
|
(b)
|
The market value is based on the $11.88 per share NYSE closing price of Revlon Common Stock on December 31, 2020.
|
(c)
|
For Ms. Perelman, the RSUs granted to her under the 2018 LTIP represent the sum of: (1) 73,986 time-based RSUs that are scheduled to vest ratably over a 3-year service period in 3 equal installments on March 15, 2019 (of which 24,662 shares vested on March 15, 2019), March 15, 2020 (of which 24,662 shares vested on March 15, 2020) and March 15, 2021; and (2) 13,317 performance-based RSUs that will vest in March 2021 at the completion of the 3-year performance period (i.e., 2018, 2019 and 2020), based on the Company’s payout of 18% of its performance targets over the 3 separately-measured 1-year performance periods. The RSUs granted to Ms. Perelman under the 2019 LTIP represent the sum of (1) 105,321 time-based RSUs that are scheduled to vest ratably over a 3-year service period in 3 equal installments on March 15, 2020 (of which 35,107 shares vested on March 15, 2020), March 15, 2021 and March 15, 2022; and (2) 105,322 performance-based RSUs that are scheduled to cliff-vest in March 2022 at the completion of the 3-year performance period (i.e., 2019, 2020 and 2021), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods. The RSUs granted to Ms. Perelman under the 2020 LTIP represent the sum of (1) 158,756 time-based RSUs that are scheduled to vest ratably over a 3-year service period in 3 equal installments on March 15, 2021, March 15, 2022 and March 15, 2023; and (2) 158,757 performance-based RSUs that are scheduled to cliff-vest in March 2023 at the completion of the 3-year performance period (i.e., 2020, 2021 and 2022), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods.
|
|
|
| |
Termination Without “Cause” or for “Good Reason”
|
| |
Termination Without “Cause” or for “Good Reason” in connection with a “Change of Control”
|
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate
Cost
|
| |
Severance Benefit
|
| |
Approximate
Cost
|
|
|
Base Salary
|
| |
12 months
|
| |
$1,125,000
|
| |
24 months
|
| |
$2,250,000
|
|
|
Bonus
|
| |
Annual bonus earned for the year prior to the year of termination
|
| |
$693,309
|
| |
2 times the average amount of the gross bonus amounts earned over up to 5 prior years of service
|
| |
$657,206
|
|
|
2020 Annual Bonus
|
| |
Pro-rated, based on actual results
(represents target bonus of 110% of earned payout)
|
| |
$693,309
|
| |
Pro-rated, based on actual results
(represents target bonus of 110% of earned payout)
|
| |
$693,309
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$65,634
|
| |
12 months
|
| |
$65,634
|
|
|
2018 LTIP
|
| |
The 2018 LTIP time-based RSUs accelerate to date of termination and the performance-based 2018 LTIP RSUs continue to vest during the performance period, subject to achievement of applicable performance goals
|
| |
$748,186
|
| |
Unvested time-based and performance-based RSUs vest in full on an accelerated basis with performance-based RSUs vesting at target
|
| |
$748,186
|
|
|
2019 LTIP
|
| |
The 2019 LTIP time-based RSUs accelerate to date of termination and the performance-based 2019 LTIP RSUs continue to vest during the performance period, subject to achievement of applicable performance goals
|
| |
$3,958,333
|
| |
Unvested time-based and performance-based RSUs vest in full on an accelerated basis with performance-based RSUs vesting at target
|
| |
$3,958,333
|
|
|
2020 LTIP
|
| |
The 2020 LTIP RSUs continue to vest for 12 months following date of termination, subject to achievement of applicable performance goals for performance-based portion
|
| |
$2,375,000
|
| |
Unvested time-based and performance-based RSUs vest in full on an accelerated basis with performance-based RSUs vesting at target
|
| |
$4,750,000
|
|
|
Profit Sharing and Matching Contributions
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$118,650
|
|
|
Total:
|
| |
$9,658,771
|
| |
Total:
|
| |
$13,241,318
|
|
|
|
| |
Termination Without “Cause” or for “Good Reason”
|
| |
Termination Without “Cause” or for “Good Reason” in connection with a “Change of Control”
|
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate
Cost
|
| |
Severance Benefit
|
| |
Approximate
Cost
|
|
|
Base Salary
|
| |
12 months
|
| |
$624,000
|
| |
24 months
|
| |
$1,248,000
|
|
|
Bonus
|
| |
Based on actual results
|
| |
$288,417
|
| |
2 times the average amount of the gross bonus amounts earned over up to 5 prior years of service
|
| |
$492,278
|
|
|
Life Insurance
|
| |
12 months
|
| |
$1,348
|
| |
24 months
|
| |
$2,696
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$449
|
| |
24 months (Executive waived medical coverage)
|
| |
$899
|
|
|
2018 LTIP
|
| |
Pro-rated vesting (of both time-based and performance-based RSUs) based on actual results
|
| |
$128,326
|
| |
Unvested time-based RSUs and performance-based RSUs vest in full at target
|
| |
$128,326
|
|
|
2019 LTIP
|
| |
Unvested next time-based tranche vests
|
| |
$83,333
|
| |
Unvested time-based RSUs and performance-based RSUs vest in full at target
|
| |
$416,667
|
|
|
2020 LTIP
|
| |
—
|
| |
—
|
| |
Unvested time-based RSUs and performance-based RSUs vest in full at target
|
| |
$500,000
|
|
|
2019 TIP
|
| |
Accelerated Vesting
|
| |
$168,500
|
| |
Accelerated Vesting
|
| |
$168,500
|
|
|
Restricted Stock
|
| |
Unvested next tranche vests (based on $11.88 per share NYSE closing price on December 31, 2020)
|
| |
$276,281
|
| |
Unvested next tranche vests (based on $11.88 per share NYSE closing price on December 31, 2020)
|
| |
$276,281
|
|
|
Profit Sharing and Matching Contributions
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$70,572
|
|
|
Tax Preparation and Financial Counseling Services
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$20,000
|
|
|
Car Allowance
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$48,000
|
|
|
Total:
|
| |
$1,570,654
|
| |
Total:
|
| |
$3,372,219
|
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate Cost
|
|
|
Base Salary
|
| |
12 months
|
| |
$820,000
|
|
|
Bonus
|
| |
2020 Guaranteed Bonus
|
| |
$820,000
|
|
|
Life Insurance
|
| |
12 months
|
| |
$1,771
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$17,337
|
|
|
2020 LTIP
|
| |
Next Tranche Vesting
|
| |
$366,667
|
|
|
Profit Sharing and Matching Contributions
|
| |
—
|
| |
—
|
|
|
Tax Preparation and Financial Counseling Services
|
| |
—
|
| |
—
|
|
|
Car Allowance
|
| |
—
|
| |
—
|
|
|
Total:
|
| |
$2,025,775
|
|
|
Plan Category
|
| |
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
| |
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
| |
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities
reflected in column (a))
|
|
|
Previously Approved by Stockholders: Stock Plan
|
| |
1,725,078(1)
|
| |
N/A(2)
|
| |
1,736,968(3)
|
|
|
Not Previously Approved by Stockholders:
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The amount shown under column (a) reflects the number of outstanding RSUs as of December 31, 2020, of which 1,053,604 were granted under the 2020 LTIP. 50% of the 2020 LTIP awards are time-based RSUs that are scheduled to vest ratably over a 3-year service period, with the balance being performance-based RSUs that are scheduled to cliff-vest in March 2023 at the completion of the 3-year performance period (i.e., 2020, 2021 and 2022), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods. Under the 2019 TIP, 11,715 additional time-based RSUs were issued in May 2020 that are scheduled to vest ratably over a 2-year service period with 50% vesting on December 31, 2020 and 50% vesting on December 31, 2021.
|
(2)
|
The restricted stock units described under column (a) have no exercise price.
|
(3)
|
As of December 31, 2020, all of these shares remained available for issuance as awards of any kind permissible under the Stock Plan, including awards of restricted stock and restricted stock units.
|
|
Types of Fees
(USD in millions)
|
| |
2020
|
| |
2019
|
|
|
Audit Fees
|
| |
$8.1
|
| |
$10.6
|
|
|
Audit-Related Fees
|
| |
$0.5
|
| |
$0.4
|
|
|
Tax Fees
|
| |
$1.6
|
| |
$0.5
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total Fees
|
| |
$10.2
|
| |
$11.5
|
|
•
|
We had outstanding unvested RSUs or restricted stock with respect to 1,762,302 shares of our Common Stock, assuming target performance of performance-based RSUs.
|
•
|
We had no outstanding stock options or stock appreciation rights.
|
•
|
We had 1,760,441 shares available for grant.
|
|
Name and Position
|
| |
Number of RSUs
Awarded(1)
|
|
|
Debra Perelman, President & CEO
|
| |
317,513
|
|
|
Victoria Dolan, CFO
|
| |
33,422
|
|
|
Sergio Pedreiro, Former COO
|
| |
24,509
|
|
|
All current executive officers as a group (2 people)
|
| |
350,935
|
|
|
All current directors who are not executive officers as a group
|
| |
—
|
|
|
All employees other than current executives as a group
|
| |
714,384
|
|
(1)
|
Includes performance-based RSUs at target level.
|
Q.
|
Why am I receiving these proxy materials?
|
A.
|
Our Board of Directors is providing this Proxy Statement and other materials to you in connection with the Company’s 2021 Annual Meeting. This Proxy Statement describes the matters proposed to be voted on at the 2021 Annual Meeting, including:
|
(1)
|
the election of directors;
|
(2)
|
the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2021;
|
(3)
|
the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan; and
|
(4)
|
such other business as may properly come before the 2021 Annual Meeting.
|
Q.
|
Why did I receive a notice regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
|
A.
|
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 2021 Annual Meeting, we are making the proxy materials and our 2020 Annual Report available to our stockholders on the Internet. On or about April 20, 2021, we are sending to our stockholders the Internet Notice.
|
Q.
|
How can I request paper copies of proxy materials?
|
A.
|
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 20, 2021.
|
Q.
|
When and where is the 2021 Annual Meeting?
|
A.
|
The 2021 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 3, 2021 in a virtual-only format accessible at http://www.virtualshareholdermeeting.com/REV2021. You will need to enter your Control Number(s) listed on your Internet Notice or proxy card in order to be admitted to the 2021 Annual Meeting.
|
Q.
|
Why is the meeting being held virtually?
|
A.
|
We believe that a virtual meeting will provide expanded stockholder access and participation, improved communications, as well as additional safeguards for health and safety in light of developments related to COVID-19 pandemic.
|
Q.
|
Do I have to do anything in advance if I plan to attend the virtual Annual Meeting?
|
A.
|
Stockholder of Record: Shares Registered in Your Name. If you were a stockholder of record at the close of business on the Record Date, you do not need to do anything in advance to attend and/or vote your shares at the virtual Annual Meeting.
|
Q.
|
What should I do if I experience technical difficulties?
|
A.
|
If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the login page for the 2021 Annual Meeting.
|
Q.
|
What is the purpose of the 2021 Annual Meeting?
|
A.
|
At the 2021 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), E. Scott Beattie, Alan Bernikow, Kristin Dolan, Cristiana Falcone, Ceci Kurzman, Victor Nichols, Debra Perelman, and Barry F. Schwartz. If any nominee is unable or declines unexpectedly to stand for election as a director at the 2021 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 2021;
|
•
|
the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan; and
|
•
|
the transaction of such other business as may properly come before the 2021 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 2021; and
|
•
|
FOR the approval of the Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan.
|
Q.
|
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
A.
|
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, 2021 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 at the 2021 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, 2021 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.
|
Q.
|
How do I vote?
|
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 2, 2021, which is the day before the June 3, 2021 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 2, 2021 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 3, 2021 Annual Meeting.
|
•
|
At the Meeting. You may vote at the meeting by following the instructions available on the meeting website during the 2021 Annual Meeting.
|
•
|
Voting, Generally. All shares that have been voted properly by an unrevoked proxy will be voted at the 2021 Annual Meeting in accordance with your instructions. In relation to how your proxy will be voted, see “How will my proxy be voted?” below.
|
Q.
|
How are broker non-votes counted?
|
A.
|
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 2021 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 (Stock Plan Amendment), which are “non-routine” matters, absent direction from you, and such broker non-votes will have no effect on the approval of these proposals.
|
Q.
|
Who can vote?
|
A.
|
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, 2021, the record
|
Q.
|
How will my proxy be voted?
|
A.
|
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, the persons designated by the Company as proxies will vote in accordance with the recommendations 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 2021); and (3) FOR Proposal No. 3 (Stock Plan Amendment).
|
Q.
|
Can I change or revoke my vote?
|
A.
|
Yes. If you are a stockholder of record, you can change or revoke your vote at any time before it is voted at the 2021 Annual Meeting by:
|
•
|
executing and delivering a proxy bearing a later date, which must be received by the Company’s Secretary via email at grace.fu@revlon.com, before the original proxy is voted at the 2021 Annual Meeting; or
|
•
|
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 2021 Annual Meeting.
|
Q.
|
What if I am a participant in the Revlon 401(k) Plan?
|
A.
|
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.
|
Q.
|
Who can attend the 2021 Annual Meeting?
|
A.
|
Anyone who was a stockholder of the Company as of 5:00 p.m., Eastern Time, on April 8, 2021, the record date for the 2021 Annual Meeting may attend the 2021 Annual Meeting. You will need to enter your Control Number(s) listed on your Internet Notice or proxy card in order to be admitted to the 2021 Annual Meeting.
|
Q.
|
Should I pre-register for the 2021 Annual Meeting?
|
A.
|
You do not need to pre-register for the 2021 Annual Meeting.
|
Q.
|
Can a guest attend the 2021 Annual Meeting?
|
A.
|
Yes, if you do not have a valid control number, you may attend the 2021 Annual Meeting as a guest, but you will not have the ability to vote your shares or ask questions during the virtual meeting. Go to http://www.virtualshareholdermeeting.com/REV2021 and, when prompted, register as a guest in order to listen to the meeting.
|
Q.
|
Can I still attend the 2021 Annual Meeting if I have previously voted or returned my proxy?
|
A.
|
Yes. Attending the 2021 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?
|
A.
|
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?
|
A.
|
It means you have multiple accounts at our transfer agent and/or with banks or stockbrokers. Please vote all of your shares.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Grace Fu
|
|
| |
Deputy General Counsel & Corporate Secretary
|
|
| |
New York, New York
|
|
| |
April 20, 2021
|
I.
|
STATEMENT OF PRINCIPLES
|
II.
|
DELEGATION
|
III.
|
AUDIT SERVICES
|
IV.
|
AUDIT-RELATED SERVICES
|
V.
|
TAX SERVICES
|
VI.
|
ALL OTHER SERVICES
|
VII.
|
PROHIBITED SERVICES
|
VIII.
|
PRE-APPROVAL FEE LEVELS
|
IX.
|
PROCEDURES
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre- Approved Audit Services:
$250,000
|
| |||
|
1.
|
| |
Statutory audits or financial audits for subsidiaries of the Company
|
| |||
|
2.
|
| |
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in responding to SEC comment letters
|
| |||
|
3.
|
| |
Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies
|
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre- Approved Audit- Related Services:
$200,000
|
| |||
|
1.
|
| |
Due diligence services pertaining to potential business acquisitions/dispositions
|
| |||
|
2.
|
| |
Financial statement audits of employee benefit plans
|
| |||
|
3.
|
| |
Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters
|
| |||
|
4.
|
| |
Attest services and internal control reviews not required by statute or regulation
|
| |||
|
5.
|
| |
Audit work in connection with liquidations and contract terminations; legal entity dissolution/restructuring assistance; and inventory audits
|
|
|
Service
|
| |
Total Pre-Approved
Annual Fees for Pre-
Approved Tax Services:
$675,000
|
| |||
|
1.
|
| |
U.S. federal, state and local tax compliance, including, without limitation, review of income, franchise and other tax returns
|
| |||
|
2.
|
| |
International tax compliance, including, without limitation, review of income, franchise and other tax returns
|
| |||
|
3.
|
| |
U.S. federal, state and local tax advice, including, without limitation, general tax advisory services
|
| |||
|
4.
|
| |
International tax advice, including, without limitation, intercompany pricing and advanced pricing agreement services, general tax advisory services and tax audits and appeals services
|
| |||
|
5.
|
| |
Global trade and customs consulting and advisory services
|
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre- Approved All Other Services:
$35,000 per project
|
|
|
All Other Services approved by the Chairman of the Audit Committee pursuant to Section II of this policy, provided that the independent auditor complies with any applicable rules and requirements of this Policy to document the services to the Audit Committee and to discuss such services with the Audit Committee (and in each case excluding Audit Services described in Section III and prohibited services described in Section VII).
|
|
I.
|
PROHIBITED NON-AUDIT SERVICES
|
■
|
Bookkeeping or other services related to the accounting records or financial statements of the audit client
|
■
|
Financial information systems design and implementation*
|
■
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
|
■
|
Actuarial services*
|
■
|
Internal audit outsourcing services*
|
■
|
Management functions
|
■
|
Human resources
|
■
|
Broker-dealer, investment adviser or investment banking services
|
■
|
Legal services
|
■
|
Expert services unrelated to the audit
|
II.
|
PROHIBITED TAX SERVICES
|
(a)
|
The first sentence of Section 1.5(a) is hereby amended to read in its entirety as follows:
|
(b)
|
The first sentence of Section 3.14 is hereby amended to read in its entirety as follows:
|