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): January 13, 2022

REVOLVE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38927	46-1640160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12889 Moore Street Cerritos, California		90703
(Address of Principal Executive Offices)		(Zip Code)

(562) 677-9480

(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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Class A Common Stock, par value $0.001 per share	RVLV	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2022, the board of directors (the “Board”) of Revolve Group, Inc. (the “Company”) appointed Oana Ruxandra to serve as a member of the Board, effective immediately. The Board also appointed Ms. Ruxandra to serve as a member of the Audit Committee and the Compensation Committee.

Ms. Ruxandra has served as chief digital officer and executive vice president of business development for Warner Music Group since June 2019. In such capacity, Ms. Ruxandra oversees global digital partnerships and negotiations with a focus on exploring new forms of commercial innovation and creating new digital revenue opportunities. Ms. Ruxandra previously served as Warner Music Group’s chief acquisition officer and executive vice president, new business channels from December 2018 to June 2019, and prior to that she served as senior vice president of digital strategy and partnerships at Universal Music Group from 2016 to December 2018. Prior to Universal Music Group, Ms. Ruxandra held various digital strategy and business development positions at Warner Music Group, and prior to that she worked in the financial industry at firms such as BlackRock and Constellation Capital Management. Ms. Ruxandra received her B.A. in economics and political science from Columbia University and her M.B.A. from The Wharton School at the University of Pennsylvania. The Board believes that Ms. Ruxandra’s experience as a business development and digital strategy executive qualifies her to serve on the Board.

Ms. Ruxandra will be entitled to receive cash and equity compensation under the Company’s outside director compensation policy, which is described in the section of the Company’s definitive proxy statement on Schedule 14A titled “Board of Directors and Corporate Governance—Outside Director Compensation Policy,” filed with the SEC on April 29, 2021.

There are currently no agreements, arrangements or understandings between Ms. Ruxandra and any other person pursuant to which Ms. Ruxandra was appointed to serve as a member of the Board. There are currently no transactions in which Ms. Ruxandra has an interest requiring disclosure under Item 404(a) of Regulation S-K as promulgated under the Securities Exchange Act of 1934, as amended.

In addition, on January 13, 2022, Hadley Mullin submitted her resignation from the Board, the Audit Committee and the Compensation Committee effective upon Ms. Ruxandra’s appointment to the Board. In submitting her resignation, Ms. Mullin did not express any disagreement on any matter relating to the Company’s operations, policies or practices.

On January 18, 2022, the Company issued a press release announcing the appointment of Ms. Ruxandra to the Board, which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.	Description
99.1	Press Release dated January 18, 2022
104	Cover page interactive data file (embedded with the inline XBRL document)

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: January 18, 2022	By:	/s/ JESSE TIMMERMANS
		Jesse Timmermans
		Chief Financial Officer

Exhibit 99.1

REVOLVE Appoints Oana Ruxandra, Chief Digital Officer of Warner Music Group, to the Board of Directors

Los Angeles, CA – January 18, 2022 - Revolve Group, Inc. (NYSE: RVLV) today announced the appointment of Oana Ruxandra to its board of directors, as well as the audit and compensation committees, effective immediately.

Ruxandra is Chief Digital Officer & EVP, Business Development at Warner Music Group, where she oversees global digital partnerships and negotiations with a focus on exploring new forms of commercial innovation and creating new digital revenue opportunities. In recent years, Ruxandra’s team has led successful growth in emerging streaming platforms that have become Warner Music Group’s fastest-growing source of revenue by partnering with leading social media, gaming and connected fitness brands. She is also guiding the company’s expansion into other emerging digital market opportunities as the world of web3 evolves and more time is spent in the metaverse and with digital goods (e.g., NFTs).

“We are thrilled to welcome Oana to our board of directors as her impressive technology background nicely complements the experience and expertise of our existing board members,” said co-founder and co-CEO Michael Mente. “Oana is a visionary leader with a digital-first mindset and an exceptional track record. Her experience driving consumer engagement across a variety of emerging digital channels will provide valuable perspective to our board discussions as we prioritize the many growth opportunities ahead.”

“I am excited to join the REVOLVE board and to contribute to the company’s next phase of growth,” said Ruxandra. “REVOLVE has done an outstanding job of deeply connecting its premium lifestyle brands with engaged consumers on digital channels globally. I see great potential to further build upon the momentum generated by their strong leadership team.”

Ruxandra has steadily advanced into leadership roles with increasing responsibility throughout her more than seven-year combined tenure at Warner Music Group, serving as EVP, New Business Channels – Chief Acquisition Officer prior to her current role. She has also served as SVP of Digital Strategy and Partnerships for Universal Music Group. Ruxandra began her career in the financial services industry, including experience as a portfolio manager at BlackRock. She holds a B.A. degree in Economics and Political Science from Columbia University and an M.B.A. from The Wharton School at the University of Pennsylvania.

Ruxandra is replacing Hadley Mullin on the board. Mullin, a senior managing director at TSG Consumer and a REVOLVE director since 2012, submitted her resignation from the board on January 13, 2022 effective upon Ruxandra's appointment to the board.

“On behalf of the board and leadership team, I want to thank Hadley for her invaluable contributions and partnership during the past ten years,” said co-founder and co-CEO Mike Karanikolas. “Her deep knowledge of consumer markets and strategic thinking played a critical role in helping us to expand the reach of our brands to accelerate growth and scale the business, as well as navigate the IPO process and successfully transition into a public company.”

“I am so proud to have contributed to REVOLVE’s successful journey over the past ten years,” said Hadley Mullin. “It has been a personal career highlight to help Mike, Michael and their talented REVOLVE team achieve incredible market share gains through execution of their innovative approach to nearly all aspects of the business. As an industry leader with an exceptional brand and digital first focus, REVOLVE is well positioned for exciting opportunities ahead as the retail landscape continues to shift online. I will always be their biggest fan and I look forward to watching REVOLVE’s continued evolution in the years ahead.”

About Revolve Group, Inc.

Revolve Group (RVLV) is the next-generation fashion retailer for Millennial and Generation Z consumers. As a trusted, premium lifestyle brand, and a go-to online source for discovery and inspiration, we deliver an engaging customer experience from a vast yet curated offering of apparel, footwear, accessories, and beauty styles. Our dynamic platform connects a deeply engaged community of millions of consumers, thousands of global fashion influencers, and hundreds of emerging, established and owned brands.

We were founded in 2003 by our co-CEOs, Michael Mente and Mike Karanikolas. We sell merchandise through two complementary segments, REVOLVE and FWRD, that leverage one platform. Through REVOLVE, we offer an assortment of premium apparel and footwear, accessories, and beauty products from emerging, established and owned brands. Through FWRD, we offer a highly curated assortment of iconic and emerging luxury brands. For more information, visit www.revolve.com.

Investor Relations Contact:

Erik Randerson, CFA

1-562-677-9513

[email protected]

Media Contact:

Meghan Murray-Merriman

[email protected]