8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2014

REVANCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-36297	75-0551645
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Revance Therapeutics, Inc.

7555 Gateway Boulevard

Newark, California 94560

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 742-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d) Appointment of Director

On March 4, 2014, Revance Therapeutics, Inc. (the “Company”) increased the size of its Board of Directors (the “Board”) by one to eight members. Following such increase, the Board elected Angus C. Russell to serve as its Chairman. Mr. Russell’s term expires at the Company’s 2015 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Russell’s election was recommended to the Board by its Nominating and Corporate Governance Committee.

In accordance with the Company’s Non-Employee Director Compensation Policy, Mr. Russell is entitled to receive a $39,500 annual retainer for service as a Board member. Additionally, Mr. Russell will receive a supplemental annual retainer of $24,500 as the Chairman of the Board. Also, on March 4, 2014, Mr. Russell was granted an option to purchase 18,000 shares of Common Stock under the Company’s 2014 Equity Incentive Plan with an exercise price equal to $28.71. The option will vest on the one year anniversary of the date of grant, subject to Mr. Russell’s continued service as a director through the vesting date.

The Company also entered into the Company’s standard form of indemnification agreement with Mr. Russell. The indemnification agreement provides, among other things, that the Company will indemnify Mr. Russell for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Amended and Restated Bylaws. The form of indemnification agreement was previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-193154), as amended, as filed on January 27, 2014, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Russell and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Russell and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Russell and the Company.

A copy of the Company’s press release announcing the appointment of Mr. Russell is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Number	Description
99.1	Press Release dated March 5, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 5, 2014	Revance Therapeutics, Inc.
	By:	/s/ Lauren P. Silvernail
		Lauren P. Silvernail
		Executive Vice President, Corporate Development and Chief Financial Officer

EXHIBIT INDEX

Number	Description
99.1	Press Release dated March 5, 2014.

EX-99.1

Exhibit 99.1

Revance to add Angus C. Russell as Chairman to its Board of Directors

NEWARK, Calif., Mar. 5, 2014 – Revance Therapeutics, Inc. (NASDAQ:RVNC), a specialty biopharmaceutical company which develops botulinum toxin products for use in aesthetic and therapeutic indications, today announced that Angus C. Russell has been appointed as Chairman to its Board of Directors, effective immediately.

Mr. Russell is a veteran in the global biopharmaceutical industry with over 30 years of experience in commercial execution, operations, and strategic acquisitions. He currently serves on the Board of Directors at InterMune, Inc. and Questcor Pharmaceuticals, Inc. and from 1999 to April, 2013, Mr. Russell served as a Director at Shire Plc. During his tenure at Shire Plc, Mr. Russell served as CEO from 2008 to 2013 and CFO from 1999 to 2008. While CEO at Shire, Mr. Russell was also the Chair of Shire’s Leadership Team and a lead member of the Shire Management Committee, which designed and implemented Shire’s immensely successful long-term business strategy.

“Angus’ impressive track record in the global biopharmaceutical industry will bring significant value to Revance and its Board of Directors,” said Dan Browne, President and CEO of Revance. “With his extensive experience growing companies commercially, I am thrilled to have him as a partner as we continue to execute and build our business.”

“Revance’s innovative pipeline portfolio in the field of aesthetics and dermatology, coupled with experienced leadership team, make joining the Board an exciting opportunity for me,” said Angus Russell. “I look forward to working with the Board and the team at Revance to help execute on a solid strategy to commercialize RT001 and RT002 for multiple aesthetic and therapeutic indications.”

About Revance Therapeutics, Inc.

Revance Therapeutics, Inc. (NASDAQ:RVNC) is a specialty biopharmaceutical company which develops botulinum toxin products for use in aesthetic and therapeutic indications. Revance has developed a platform technology, TransMTS^®, that enables local, targeted delivery of botulinum toxin and other potent macromolecules across skin without patches, needles or other invasive procedures.

Contact

Westwicke Partners

Ana Petrovic

(415) 513-1281

ana.petrovic@westwicke.com