8-K
Revolve Group, Inc. (RVLV)
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 11, 2020
REVOLVE GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38927 | 46-1640160 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 12889 Moore Street<br><br><br>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. |
|---|
(e) Compensation for Named Executive Officers
On March 5, 2020, the Board of Directors of Revolve Group, Inc. (the “Company”) approved 2019 year-end bonuses and established 2020 base salaries and annual target bonus amounts for the Company’s named executive officers as follows, with the 2020 base salaries effective as of March 1, 2020:
| 2019 Bonus | 2020 Base Salary | 2020 Annual Target Bonus | |
|---|---|---|---|
| Michael Mente, Co-Chief Executive Officer | $ — | $ 450,000 | $ — |
| Mike Karanikolas, Co-Chief Executive Officer | — | 450,000 | — |
| David Pujades, Chief Operating Officer | 142,000 | 467,460 | 186,984 |
| Jesse Timmermans, Chief Financial Officer | 200,500 | 385,000 | 100,000 |
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: March 11, 2020 | By: | /s/ JESSE TIMMERMANS |
| Jesse Timmermans | ||
| Chief Financial Officer |
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