UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbol(s): |
|
Name of each exchange on which registered: |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2023, Revolve Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Three proposals were submitted to the Company’s stockholders at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2023. The final voting results were as follows:
Proposal No. 1: Election of Directors
Based on the votes set forth below, the stockholders elected the individuals listed below as directors to serve on the Board of Directors of the Company (the “Board”), each to serve until the 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Name |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Michael Karanikolas |
|
342,954,640 |
|
15,758,534 |
|
2,448,507 |
Michael Mente |
|
343,242,538 |
|
15,470,636 |
|
2,448,507 |
Melanie Cox |
|
358,454,123 |
|
259,051 |
|
2,448,507 |
Oana Ruxandra |
|
358,459,374 |
|
253,800 |
|
2,448,507 |
Marc Stolzman |
|
357,559,275 |
|
1,153,899 |
|
2,448,507 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Based on the votes set forth below, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
360,823,184 |
|
266,613 |
|
71,884 |
|
— |
Proposal No. 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers
Based on the votes set forth below, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
357,173,801 |
|
1,463,176 |
|
76,197 |
|
2,448,507 |
2
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 thereunto duly authorized.
|
|
REVOLVE GROUP, INC. |
|
|
|
|
|
Date: June 13, 2023 |
|
By: |
/s/ JESSE TIMMERMANS |
|
|
|
Jesse Timmermans |
|
|
|
Chief Financial Officer |
3