This Proxy Statement is being furnished on or about April 21, 201019, 2011 by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Revlon, Inc. (the “Company” or “Revlon”) in connection with the solicitation of proxies to be voted at the 20102011 Annual Meeting of Stockholders (the “2010“2011 Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on Thursday, June 3, 2010,2, 2011, at Revlon’s Research Center at 2121 Route 27, Edison, NJ 08818, and at any adjournments thereof. The 20092010 Annual Report furnished with our Proxy Statement does not form any part of the material for the solicitation of proxies.

Pursuant to the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are required to provide our stockholders with access to our proxy materials over the Internet rather than only in paper form.Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Internet Notice”), rather than a printed copy of the proxy materials, to our stockholders of record as of April 8, 2010.2011. You will not receive a printed copy of the proxy materials unless you already had a request for paper copies on file with our transfer agent or your broker. If you want to receive paper copies of the proxy materials, you must request them through one of the methods identified elsewhere in this Proxy Statement or in the Internet Notice.There is no charge imposed by the Company for requesting paper copies. Our proxy materials, including the Internet Notice, are being made available to stockholders entitled to vote at the 20102011 Annual Meeting on or about April 21, 2010.19, 2011.

At the 20102011 Annual Meeting, the Company’s stockholders will be asked to: (1) elect the following persons (all of whom currently are directors)directors of the Company) as directors of the Company until the Company’s next annual stockholders’ meeting and until each such director’s successor is duly elected and has been qualified: Ronald O. Perelman, Alan S. Bernikow, Paul J. Bohan, Alan T. Ennis, Meyer Feldberg, David L. Kennedy, Debra L. Lee, Tamara Mellon, Richard J. Santagati, Barry F. Schwartz and Kathi P. Seifert; (2) approve the Revlon Executive Incentive Compensation Plan (the “Incentive Compensation Plan”); (3) ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2010;2011; (3) provide their non-binding, advisory approval of the Company’s executive compensation, as disclosed pursuant to Item 402 ofRegulation S-K, including as disclosed in the “Compensation Discussion and Analysis,” compensation tables and accompanying narrative set forth in this Proxy Statement(“say-on-pay”);(4) consider and submit their non-binding, advisory vote on the future frequency of the“say-on-pay” vote on executive compensation(“say-on-frequency”); and (5) take such other action as may properly come before the 20102011 Annual Meeting or any adjournments thereof.

The Company’s principal executive offices are located at 237 Park Avenue, New York, NY 10017, and its main telephone number is(212) 527-4000.

In order to be admitted to the 20102011 Annual Meeting in person, you should check the appropriate box on your proxy card (or indicate that you will attend when prompted by electronic voting means which you may access) indicating that you intend to attend in person and you will need to presentvalid picture identification, such as a driver’s license or passport, as well as originalproof of ownershipof shares of Revlon, Inc. Class A Common Stock, Class B Common Stock or Series A Preferred Stock as of 5:00 p.m., Eastern Time, on the April 8, 20102011 record date. If your shares are held other than as a stockholder of record (such as beneficially through a brokerage, bank or other nominee account), you will need to present original documents (copies will not be accepted) to evidence your stock ownership as of 5:00 p.m., Eastern Time, on the April 8, 20102011 record date, such as an original of a legal proxy from your bank or broker (“Requests for Admission” will not be accepted) or your brokerage account statement demonstrating that you held Revlon, Inc. voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 20102011 record date, or, if you did not already return it to your bank or broker, an original voting instruction form issued by your bank or broker, demonstrating that you held Revlon, Inc. voting capital stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 20102011 record date.

Only holders of record of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock” and, together with the Common Stock, the “Voting Capital Stock”), at 5:00 p.m., Eastern Time, on April 8, 20102011 (the “Record Date”) will be entitled to notice of and to vote at the 20102011 Annual

Only holders of record of shares of the Company’s Voting Capital Stock on the Record Date will be entitled to notice of and to vote at the 20102011 Annual Meeting or any adjournments thereof. Stockholders will be entitled to vote the number of voting shares held by them on the Record Date.

The accompanying form of proxy is being solicited on behalf of the Company’s Board of Directors. We will bear all costs in connection with preparing, assembling and furnishing this Proxy Statement and related materials,

The name, age (as of December 31, 2009)2010), principal occupation for the last five years, public company board service for the last five years, selected biographical information and period of service as a Director of the Company of each of the nominees for election as a director are set forth below.

Mr. Perelman (66)(67) has been Chairman of the Board of Directors of the Company and of Revlon Consumer Products Corporation, the Company’s wholly-owned operating subsidiary (“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 Holdings Inc. (“MacAndrews & Forbes”), a diversified holding company, and certain of its affiliates since 1980. Mr. Perelman has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (1992 — present); Products Corporation (1992 — present); REV Holdings LLC (2002 — 2006); Scientific Games Corporation (“Scientific Games”) (2003 — present); Allied Security Holdings LLC (“Allied Security”) (2004 — 2008); and M&F Worldwide Corp. (1995 — present), a holding company that owns and operates various businesses, for which Mr. Perelman has served as Chairman of the Board of Directors since 2007 and as a director since 1995 (“M&F Worldwide”).

Mr. Ennis (39)(40) has been the Company’s and Products Corporation’s President and Chief Executive Officer since May 2009. Mr. Ennis has served as a Director of the Company and of Products Corporation since March 2009. Mr. Ennis served as President, Revlon International from May 2008 to March 2009. Mr. Ennis served as the Company’s and Products Corporation’s Executive Vice President and Chief Financial Officer from November 2006 to May 2009, Treasurer from June 2008 to May 2009, and Corporate Controller and Chief Accounting Officer from September 2006 to March 2007. From March 2005 to September 2006, Mr. Ennis served as the Company’s Senior Vice President, Internal Audit. From 1997 through 2005, Mr. Ennis held several senior financial positions with Ingersoll-Rand Company Limited, a NYSE-listed company, where his duties included regional responsibility for Internal Audit in Europe and global responsibility for financial planning and analysis. Mr. Ennis began his career in 1991 with Arthur Andersen in Ireland. Mr. Ennis is a Chartered Accountant and member of the Institute of Chartered Accountants in Ireland. Mr. Ennis has served as a director of the Ireland — U.S. Council, a non-profit organization that seeks to build business links between America and Ireland, since November 2009. Mr. Ennis has a Bachelor of Commerce Degree from University College, Dublin, Ireland, and a Master of Business Administration Degree from New York University, New York, NY. Mr. Ennis has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2009 — present) and Products Corporation (2009 — present).

Mr. Kennedy (63)(64) has been the Company’s and Products Corporation’s Vice Chairman since May 2009. Mr. Kennedy has served as a Director of the Company and of Products Corporation since September 2006. Mr. Kennedy has also served as Senior Executive Vice President of MacAndrews & Forbes since May 2009. Since April 2011, Mr. Kennedy has served as Vice Chairman and Chief Administrative Officer of Scientific Games (after serving as Vice Chairman since November 2010 and non-executive Vice Chairman since late 2009). Mr. Kennedy served as the Company’s and Products Corporation’s President and Chief Executive Officer from September 2006 to May 2009, and Executive Vice President, Chief Financial Officer and Treasurer from March 2006 to September 2006, and as the Company’s Executive Vice President and Products Corporation’s President, International from June 2002 until March 2006. From 1998 until 2001, Mr. Kennedy was Managing Director (CEO) and a member of the Board of Directors ofCoca-Cola Amatil Limited, a publicly-traded company headquartered in Sydney,

Ms. Mellon (42)(43) has been a Director of the Company since August 2008. Ms. Mellon is the PresidentChief Creative Officer and Founder of J. Choo Limited (“Jimmy Choo”), a leading manufacturer and international retailer of glamorous,ready-to-wear women’s shoes and accessories based in London, England. Ms. Mellon has served in a senior executive capacity with Jimmy Choo since its inception in 1996. Prior to that, Ms. Mellon served as accessories editor forBritish Voguemagazine, since 1990, and previously held positions atMirabellamagazine and Phyllis Walters Public Relations. Ms. Mellon also serves on the Board of Directors and on the Creative Advisory Board of The H Company Holdings, LLC, a privately held holding company which owns and manages the Halston fashion design company. Ms. Mellon has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: the Company (2008 — present).

Mr. Santagati (66)(67) has been a Director of the Company since October 2009. Mr. Santagati served as the President of Merrimack College from 1994 to 2008. Prior to his tenure at Merrimack College, Mr. Santagati served as President and Chief Executive Officer of Artel Communications Corporation, a high-tech company (“Artel”), from 1991 to 1994, as a Partner of Lighthouse Capital, Inc., a private investment management firm, from 1990 to 1991, and as Chief Executive Officer of Gaston & Snow, formerly a nationally-recognized, Boston-based law firm, from 1986 to 1990. From 1965 to 1986, Mr. Santagati served in various senior management roles of increasing responsibility with various telecommunications providers, including serving as President and Chief Executive Officer of NYNEX Business Information Systems from 1982 to 1986. Mr. Santagati is also involved with a number of civic organizations and institutions, including serving as Chairman of the Board of the Lawrence General Hospital; on the Executive Committee of the New England Colleges Foundation; and on the Board of Governors of the Lawrence Girls & Boys Club. Mr. Santagati serves as a member of each of the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Mr. Santagati has not served on the Boards of Directors of any companies that were required to file reports under the Exchange Act within the last five years other than the Company (2009 — present).

Mr. Schwartz (60)(61) has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Executive Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes since October 2007, and as Chief Executive Officer of M&F Worldwide since January 2008. Prior to that, Mr. Schwartz was M&F Worldwide’s Acting Chief Executive Officer and General Counsel since September 2007 and its Executive Vice President and General Counsel since 1996. Mr. Schwartz served as Senior Vice President of MacAndrews & Forbes from 1989 to 1993 and as Executive Vice President and General Counsel of MacAndrews & Forbes and various of its affiliates from 1993 to 2007. Mr. Schwartz is a member of the Board of Trustees of Kenyon College. In addition, Mr. Schwartz is a member of the Board of Visitors of the Georgetown University Law Center. Mr. Schwartz serves as a member of the Company’s Compensation Committee. Mr. Schwartz has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: REV Holdings LLC (2002 — 2006); Scientific Games (2003 — present); Products Corporation (2004 — present); Harland Clarke Holdings Corp. (2005 — present); Allied Security (2007 — 2008); the Company (2007 — present); and M&F Worldwide (2008 — present).

Ms. Seifert (60)(61) has been a Director of the Company since January 2006. Ms. Seifert has been Chairperson of Katapult, LLC, a business consulting company, since July 2004. Ms. Seifert served as Corporate Executive Vice President — Personal Care of Kimberly-Clark Corporation, a global health and hygiene company (“Kimberly-Clark”), from 1999 until her retirement in June 2004. Ms. Seifert joined Kimberly-Clark a global health and hygiene company, in 1978 and, prior to her retirement, served in several senior executive positions in connection with Kimberly-Clark’s domestic and international consumer products businesses. Prior to joining Kimberly-Clark, Ms. Seifert held management positions at The Procter & Gamble Company, Beatrice Foods, Inc. and Fort Howard Paper Company. Ms. Seifert serves as a member of each of the Company’s Audit Committee and its Compensation Committee. Ms. Seifert has served on the Boards of Directors of the following companies which were required to file reports under the Exchange Act within the last five years: Eli Lilly & Company (1995 — present), for which she also currently serves as a member of its audit committee (“Eli Lilly”); Albertson’s Inc. (2004 — 2006); Paperweight Development Corp. (2004 — present) (“Paperweight Development”); Appleton Papers Inc. (2004 — present) (“Appleton”); the Company (2006 — present); Lexmark

The Board of Directors currently has the following standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (the “Governance Committee”). Each of these committees and their functions are described in further detail below.

The Company is a “controlled company” (one(i.e., one in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) within the meaning of the rules of the New York Stock Exchange (the “NYSE”). Accordingly, the Company is not required under the NYSE rules to have a majority of independent directors, a nominating and corporate governance committee or a compensation committee (each of which, under the NYSE’s rules, would otherwise be required to be comprised entirely of independent directors).

While the Company is not required under NYSE rules to satisfy the above-listed NYSE corporate governance requirements due to its “controlled company” status, the Board has determined that more than a majority of its directors (including Messrs. Bernikow, Bohan, Feldberg and Santagati and Mses. Lee, Mellon and Seifert) qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence, which the Board adopted in accordance with Section 303A.02 of the NYSE Listed Company Manual. The Board Guidelines for Assessing Director Independence are attached hereto asAnnex A, and a printable copy is available atwww.revloninc.com under the heading Investor Relations (Corporate Governance).

Notwithstanding the fact that the Company qualifies for the “controlled company” exemption, the Company maintains the Governance Committee and the Compensation Committee. The Company maintains the Governance Committee (comprised of Messrs. Feldberg (Chairman), Santagati (since February 2010) and Bohan and Ms. Lee), and the Board of Directors has determined that all members of the Governance Committee qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence. The Company maintains the Compensation Committee (comprised of Messrs. Bernikow (Chairman), Santagati (since February 2010) and Schwartz and Ms. Seifert), and the Board has determined that three of the four directors on the Compensation Committee (Mr. Bernikow, Mr. Santagati and Ms. Seifert) qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the Board Guidelines for Assessing Director Independence and also qualify as “non-employee directors” within the meaning of Section 16 of the Exchange Act and as “outside directors” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

In October 2009, the Company closed itsa voluntary exchange offer transaction, pursuant to which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and certain of its affiliates) 9,336,905 shares of Preferred Stock (the “Exchange Offer”). In connection with the Exchange Offer, the Company entered into a Contribution and Stockholder Agreement, dated August 9, 2009, as amended, with MacAndrews & Forbes, pursuant to which the parties agreed, among other things, that, until October 8, 2013, the Company will continue to maintain a majority of independent directors on its Board of Directors, each of whom meets the “independence” criteria as set forth in Section 303A.02 of the NYSE Listed Company Manual (see “Certain Relationships and Related Transactions — Contribution and Stockholder Agreement”).

During 2009,2010, the Board of Directors held 11six meetings and acted foursix times by unanimous written consent; the Audit Committee held seven meetings and acted four times by unanimous written consent;six meetings; the Compensation Committee held seven meetings; and the Governance Committee held six meetings.

While the Board has not adopted a formal policy regarding directors’ attendance at the Company’s annual stockholders’ meeting, directors are invited to attend such meetings. Seven membersOne member of the Company’s Board of Directors attended the Company’s 20092010 Annual Stockholders’ Meeting.

The Company believes that its board leadership structure is appropriate given the specific circumstances of the Company, as its Board continues to function effectively and efficiently. Notwithstanding the fact that the Company is a “controlled” company, more than a majority of the Company’s Directors are independent under applicable SEC and NYSE rules. The Board has established audit, nominating and compensation committees, each operating under written charters, to assist the Board in its oversight functions, and in each case those committees are comprised of at least a majority of independent Directors (with each of the Board’s Audit Committee and Governance Committee each being comprised entirely of independent directors and three of the four members of the Compensation Committee being independent directors). The qualifications and experience of nominees for board service and committee membership are reviewed by the Governance Committee. Nominees for board membership are then recommended by such committee for appointment by the Board. Respective committee chairmen lead each committee. The Company has not established a “lead director” role. At Board and committee meetings, the Chairman of the Board and the Chairman of each such committee, as applicable, presides for the purpose of conducting an orderly and efficient meeting. Independent directors or any other director may lead or initiate discussion, in the interest of promoting thorough consideration of any issue before the Board or any committee. The Company has historically maintained separate positions of Chairman and Chief Executive Officer. Mr. Perelman, Chairman and Chief Executive Officer of MacAndrews & Forbes, has held the position of Chairman of the Company’s Board since June 1998 and Mr. Ennis has held the position of President and Chief Executive Officer of the Company since May 2009. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer provides leadership in respect to theday-to-day management and operation of the Company’s business. The Board and each committee conduct annual self-assessments to review and monitor their respective continued effectiveness. As part of its 20092010 self-assessment exercise, the Board determined, among other things, that its size, composition and structure were appropriate. The Company believes this separation of the Chairman and Chief Executive Officer positions and its overall board leadership structure are appropriate.

Set forth below is a summary of the Company’s respective Directors’ experience, qualifications (including management experience, education and professional training) and background (including public company board experience and familiarity with the Company, including past service on the Company’s Board of Directors), which, among other factors, including as summarized in each Director’s biographical information presented above in this Proxy Statement, and as set forth below, support their respective qualifications to continue to serve on the Company’s Board of Directors. Without limiting the foregoing —

The Audit Committee is comprised of Messrs. Bernikow (Chairman), Bohan and Feldberg and Ms. Seifert, each of whom the Board of Directors has determined satisfies the NYSE’s and the SEC’s audit committee

The Compensation Committee is also responsible for reviewing and discussing with the Company’s Chief Executive Vice President, Human ResourcesOfficer and Chief LegalAdministrative Officer the Compensation Discussion and Analysis required by

The following table sets forth each of the Named Executive Officers of the Company as of December 31, 20092010 (and their respective current positions with the Company as of the date hereof):

The following sets forth the age (as of December 31, 2009)2010), positions held with the Company and selected biographical information for the Company’s Named Executive Officers whose biographical information is not included in this Proxy Statement, above, with the Company’s other Directors:

Mr. Elshaw (49)(50) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Operating Officer since May 2009. Mr. Elshaw previously served as the Company’s Executive Vice President and General Manager, U.S. Region, from October 2007 until May 2009. From July 2002 until September 2007, Mr. Elshaw held several leadership roles within Revlon International, including Senior Vice President and Managing Director, Europe, Middle East and Canada from May 2006 to October 2007; Managing Director of Europe and the Middle East from December 2003 to May 2006; General Manager of the U.K., Ireland and European Distributor Markets from February 2003 to December 2003; and General Manager of the U.K. and Ireland from July 2002 to February 2003. Prior to joining the Company, Mr. Elshaw held several senior management sales and marketing positions at Bristol-Myers Squibb (Clairol Division) from 1996 until 2002, including serving as General Manager of the U.K. and Ireland from 2000 until 2002. From 1983 to 1995, Mr. Elshaw served in various European senior sales and marketing positions at Alberto Culver. Mr. Elshaw is a board member of the Personal Care Products Council (formerly known as the Cosmetic, Toiletry & Fragrance Association), a cosmetic and personal care products industry association.

Mr. Kretzman (58)(59) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Administrative Officer since November 2010 and as each of such companies’ General Counsel from January 2000 to March 2011. Formerly, he served as the Company’s and Products Corporation’s Chief Legal Officer and General Counsel sincefrom December 2003 to November 2010, and also as the Company’s and Products Corporation’s Executive Vice President, Human Resources sincefrom October 2006.2006 to November 2010. Mr. Kretzman formerly served as the Company’s and Products Corporation’s Secretary from September 1992 to June 2009. Mr. Kretzman served as the Company’s and Products Corporation’s Senior Vice President, General Counsel and Secretary from January 2000 until December 2003. Prior to becoming General Counsel, Mr. Kretzman served as Senior Vice President, Deputy General Counsel and Secretary from March 1998 to January 2000, as Vice President, Deputy General Counsel and Secretary from January 1997 to March 1998, and as Vice President and Secretary from September 1992 to January 1997. Mr. Kretzman joined the Company in 1988 as Senior Counsel responsible for mergers and acquisitions. Mr. Kretzman has also served as the Company’s Chief Compliance Officer since January 2000.

Mr. Berns (45)(46) has served as the Company’s and Products Corporation’s Executive Vice President and Chief Financial Officer since May 2009. Mr. Berns also served as the Company’s and Products Corporation’s Treasurer from May 2009 to February 2010. Mr. Berns previously served as Chief Financial Officer of Tradeweb, LLC a leadingover-the-counter, multi-asset class online marketplace, from November 2007 to May 2009. From November 2005 until July 2007, Mr. Berns served as President, Chief Financial Officer and Director of MDC Partners Inc. From September 2004 to November 2005, Mr. Berns served as Vice Chairman and Executive Vice President of MDC Partners. Prior to that, Mr. Berns was the Senior Vice President and Treasurer of The Interpublic Group of Companies, Inc., an organization of advertising agencies and marketing services companies, from August 1999 until September 2004. Before that, Mr. Berns held a variety of positions in finance with the Company from April 1992 until August 1999, becoming Senior Vice President and Treasurer in 1996, after having served as the Company’s Vice President, Corporate Finance, Investor Relations. Prior to joining the Company, Mr. Berns worked at Paramount Communications Inc. and at a predecessor public accounting firm of Deloitte & Touche. He has

The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

The Company’s senior management is responsible for identifying and managing risks to the Company’s business and the Board’s Audit Committee is responsible for reviewing and discussing that process with management. In accordance with applicable NYSE rules for listed issuers, the Audit Committee maintains an Audit Committee charter that addresses the duties and responsibilities of the Audit Committee, including the requirement that such committee discuss the Company’s policies with respect to risk assessment and risk management. As part of the Company’s enterprise risk management function, management identifies internal and external risk factors, monitors identified risks and takes appropriate action to mitigate such identified risks. Specifically, the Company’s internal audit group, with input from the Company’s senior management, leads a comprehensive enterprise risk assessment annually using an established risk management framework. This process identifies and characterizes risks based on the possible impact to the Company’s business and likelihood of occurrence. The Company’s management puts in place appropriate plans to mitigate the risks identified. The risk assessment is also taken into account in the formulation of the internal audit plan for the ensuing year. The Audit Committee reviews and discusses the Company’s risk assessment and risk management policies and processes at least annually. Further, the Board reviews the Company’s business plan and receives regular business and financial updates, including progress against the Company’s business plan, at Board meetings, enabling the Board to understand, and remain updated on, the business risks faced by the Company and the Company’s management of those risks.

Set forth below is a discussion and analysis of all material elements of the Company’s compensation of its Named Executive Officers, including: (i) the objectives of the Company’s compensation program; (ii) what the compensation program is designed to reward; (iii) each element of compensation; (iv) why the Company chooses to pay each element; (v) how the Company determines the amount (and, where applicable, the formula) for each element to pay; and (vi) how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and may affect decisions regarding other elements of compensation.

InFor 2010, the faceCompany determined to provide merit increases to salaries in March 2010 and to accrue its 2010 bonus program at 100% of target, subject to the Company achieving its 2010 corporate performance goals (i.e., 2010 adjusted EBITDA and free cash flow, as more fully described below).

Set forth below is a summary of the uncertain economic conditions in 2009, to balance the Company’s goal of providing competitive compensation with its goal of maintaining financial flexibility to achieve its financial objectives,key actions which the Company took the following compensation actions affecting certain ofin respect to its 20092010 compensation programs:

The Company’s philosophy is to provide a compensation package that is reasonably designed to satisfy the following objectives:

In order to achieve the objectives discussed above, the Company maintains a relatively simple compensation program. This program consists principally of: (i) base salary; (ii) eligibility for annual cash bonuses under the Incentive Compensation Plan, contingent upon achieving specific Company performance goals and individual performance objectives; and (iii) eligibility for long-term incentive compensation under such plan,the Incentive Compensation Plan, contingent upon the Company achieving specific Companyperformance goals and individualparticipants’ achieving “target” performance objectives (which elements of compensation are referred to, collectively, in this Proxy Statement as “total compensation,” unless otherwise noted). Traditionally,Historically, prior to 2009, the Company’s long-term incentive compensation hashad been comprised of annual equity grants (principally, restricted stock)stockand/or stock options) under the Company’s Stock Plan. DuringHowever, as with 2009, during 2010 the Company determined not to implement an annual equity award program under its Stock Plan. To enable the Company to maintain total compensation at competitive levels, the Company adopted angranted LTIP componentawards under its Incentive Compensation Plan, to position the Company to make future LTIP awards, from and after 2010 (for further discussion of the LTIP, see Proposal No. 2, in this Proxy Statement, below).Plan.

TheIn the past, the performance-based and incentive compensation elements of cash bonus and prior equity grants have not resulted in significant wealth accumulation for the Company’s employees, including its Named Executive Officers. The Company’s bonus programs have beenwere accrued and paid at 0%, 50%, 75% and 50% of target, respectively, for 2006, 2007, 2008 and 2009. Based on the $17.01$9.84 NYSE closing price of the Company’s Class A Common Stock on December 31, 2009,2010, all stock options held by the Named Executive Officers were “out of the money,” as the exercise

The Company’s Compensation and Human Resources departments and the Compensation Committee, with input from the Compensation Committee’s outside compensation consultant, consider the compensation of the Named Executive Officers in order to balance compensation opportunities and reward and retain the Company’s higher-performinghigh-performing executives and incent them to maximize their performance.performance in furtherance of the execution of the Company’s business plan.

As part of its assessment of the compensation opportunities forof the Named Executive Officers, the Company also compares the Named Executive Officers’ total compensation to the total compensation opportunities for executives at comparison group companies. The Company seeks to design its total compensation to be competitive with other leading consumer products companies and other companies outside of the consumer products field, as the Company believes that the market for certain executive talent is broader than the consumer products field. When reviewing and setting Named Executive Officer compensation for 2009,2010, the Company compared the total compensation of its executive officers to market compensation data for certain groups of companies in Towers Perrin’sWatson’s U.S. compensation data banks for similarly situated executives (sometimes referred to herein as “competitive benchmark norms” or “competitive benchmarks,” with such companies being referred to herein as the “Comparison Group”). The Comparison Group for 20092010 consisted of the companies listed onAnnex B.A.

For 2009, total compensation for the Company’s Named Executive Officers was below the 50th percentile of competitive benchmark norms. Specifically,2010, the Named Executive Officers’ total compensation, for 2009, as aan approximate percentage of the 50th percentileand the 75th percentiles of compensation in the relevant Comparison Group, was as follows: (i) 39.8%24% and 13.7%, respectively, for Mr. Kennedy;Kennedy (Mr. Kennedy did not participate in the Company’s 2010 Incentive Compensation Programs; his base salary for 2010 was 121.7% and 83.4%, respectively, of the 50th and 75th percentiles of base salary in the Comparison Group); (ii) 33.1%77.9% and 56.8%, respectively, for Mr. Ennis; (iii) 48.9%124% and 86.3%, respectively, for Mr. Elshaw; (iv) 55.6%100.7% and 79.6%, respectively, for Mr. Kretzman;Berns; and (v) 47.9%149.4% and 100.6%, respectively, for Mr. Berns.Kretzman.

Base salary adjustments are considered annually and may be based on individual performance, assumption of new responsibilities, competitive data from the Comparison Group, employee retention efforts and the Company’s overall compensation guidelines and annual salary budget guidelines. Higher annual increases may be made to higher performers and key contributors, provided that the overall increases are within budgeted guidelines.

Each year, the Compensation Committee reviews and establishes the performance measures for the Company’s annual cash bonus programincentive compensation program(s), which are intended to have the effect of fostering shareholder value creation over the long term, to ensure that the program design appropriately motivates executives to achieve the Company’s financial and operational performance goals, which are designed to be challenging and linked directly to the Company’s business plan for the year. As more fully described below, for 2010, the components of the Company’s incentive compensation program were a cash bonus under the 2010 Bonus Program, payable in March 2011, to the extent performance goals were achieved, and a cash-based LTIP award under the 2010 LTIP Program, payable in March 2011, to the extent performance goals were achieved, in three equal annual installments.

Payouts under the Company’s 2009 Bonus Program2010 Incentive Compensation Programs were contingent upon the achievement of identified corporate andperformance goals. Additionally, payout to a participant under the 2010 Bonus Program was contingent upon such individual’s achievement of his or her own individual performance objectives.objectives; and, payout to a participant under the 2010 LTIP Program was contingent upon such individual having received a performance rating of “target” or higher under the Company’s 2010 Performance Management Review process. The Company’s corporate performance goals under the 2010 Incentive Compensation Programs was the Company’s achievement of

Upon achievingThe 2010 Incentive Compensation Programs featured a customary payout curve, to account for the extent to which the Company partially achieved or over achieved the Company’s 2009 EBITDA2010 Performance Goal, participants inGoals.

Under the 20092010 Bonus Program, were eligible to receive 50% of their target bonus award if they achieved their individual performance objectives and met or exceeded expectations based on their 2009 Performance Management Review. Dependingdepending on the assessment of individual performance, participants could receive between 75% toand 150% of their 50% adjusted target bonus award, to enable managers to reward higher-performing employees, as long as the overall bonuscompensation budget of 50% of target was not exceeded.

The Company’s President and Chief Executive Officer and theits Executive Vice President Human Resourcesand Chief Administrative Officer develop, for review and approval by the Compensation Committee, the annual objectives thatagainst which each Named Executive Officer is expected to achieve, and against which theirOfficer’s performance is assessed. The Company’s President and Chief Executive Officer in conjunction with the Executive Vice President Human Resourcesand Chief Administrative Officer and the Company’s Vice Chairman, develops,develop, for review and approval by the Compensation Committee, histhe CEO’s objectives to support and drive the execution of the Company’s business strategy. These objectives are derived from the Company’s annual financial and strategic planning sessions in which the Company’s Named Executive Officers and other senior executives participate.business plan. These objectives are established by the Compensation Committee at the start of the year and then reviewed after the end of the year to assess the extent to which they have been achieved.

¹ Adjusted EBITDA is a non-GAAP financial measure which the Company defines as income from continuing operations before interest, taxes, depreciation, amortization, gains/losses on foreign currency transactions,fluctuations, gains/losses on the repurchaseearly extinguishment of debt and miscellaneous expenses. In calculating adjusted EBITDA, the Company excludes the effects of gains/losses on foreign currency transactions,fluctuations, gains/losses on the repurchaseearly extinguishment of debt, results of and gains/losses on discontinued operations and miscellaneous expenses because the Company’s management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of the Company’s operating performance.

As noted above, based on the Company’s achievement of its review and discussion of these materials, and following its determination that the Company had exceeded its 2009 EBITDA2010 Performance Goal,Goals, in February 2011, the Compensation Committee determined, pursuant to the terms and conditions of the 2010 Incentive Compensation Programs, that such programs would be funded at 100% of target. Additionally in February 2011, based upon a comprehensive review of each Named Executive Officer’s 2010 that each ofperformance, the Compensation Committee determined the extent to which the Named Executive Officers had achieved (and in a number of cases exceeded) all of their respective individual performance objectives. As a result ofobjectives (including, in the achievement or over-achievement of their performance objectives, the Compensation Committee awarded eachcase of Messrs. Ennis, Elshaw, Berns and Kretzman, objectives for 2010 established in compliance with Section 162(m)). Based upon the foregoing determinations, bonuses and LTIP payouts were earned by each of the eligible Named Executive Officers in respect of 2010 (see the “Summary Compensation Table,” below).

Per the terms of their respective employment agreements, Mr. Ennis was eligible during 2010 for a target bonus of 100% of his base salary, and each of Messrs Elshaw, Berns 102.9%and Kretzman was eligible during 2010 for a target bonus of 75% of his respective base salary.

As noted above (see, “Incentive Compensation; Generally”),based upon the Company’s degree of achievement of its 2010 Performance Goals, the Compensation Committee determined to fund the 2010 Bonus Program at 100% of target and, based upon its determinations as to the Named Executive Officers’ degree of achievement of their respective performance objectives, awarded Messrs. Ennis, Elshaw, Berns and Kretzman 96.2%, 104.8%95.7%, 103.1% and 106.7%106.5% and 103.2%, respectively, of their adjusted target bonuses for 2009.2010.

The Summary Compensation Table, below, reflects the actual bonus awards that were made for 20092010 to the Named Executive Officers under the 20092010 Bonus Program.

The third principal component of total compensation for the Company’s key employees (i.e., base salary, cash bonus and long-term incentive compensation) is long-term incentive compensation awards. Historically, this hashad taken the form of an annual grant of equity awards, usually in the form of restricted stock and, in prior years,and/or stock options, under the Stock Plan.

However, duringbeginning with 2009 (and again in 2010), the Company decided not to implement an annual equity award program under its Stock Plan and does not intend to issue equity as a component of long-term compensation in 2010 or beyond.compensation. To enable the Company to seek to maintain competitive total compensation, the Company adopted ana cash-based LTIP component under its Incentive Compensation Plan, effective from and after 2010. The 2010 (for further discussioncalendar year was the first performance year under the Company’s newly-implemented LTIP.

Approximately 50 senior employees, including the Named Executive Officers, were eligible to participate in the 2010 LTIP Program. Funding of the 2010 LTIP see Proposal No. 2,Program was based on the Company’s degree of achievement of

Awards under the 2010 LTIP Program were structured as flat dollar amounts, tiered to levels of responsibility within the organization, and were approved by the Compensation Committee. Once earned, based upon the achievement of the Company’s 2010 Performance Goals, the award amount is to be paid out in this Proxy Statement, below).equal one-third amounts in March 2011, March 2012 and March 2013, provided the participant received a “target” or better performance rating under the Company’s Performance Management Review process for 2010 and remains employed with the Company on the applicable payment date. By deferring payments over three years for the 2010 performance year, the program’s structure is intended to have a retentive element for the key personnel expected to implement the Company’s business plan from year to year.

The Company also maintains fairly standard benefits that are consistent with those offered by other major corporations and which are generally available to all of the Company’s full time employees (subject to meeting basic eligibility requirements). These plans include fairly standard medical, dental, vision and life insurance coverages that are available to allU.S.-based, non-union employees.

The Company also maintains a limited number of benefit programs that are available to the Named Executive Officers and other senior employees qualifying for eligibility based on salary grade level. These benefits and perquisites include an automobile allowance or use of a Company automobile and limited reimbursement of certain costs for financial counseling, tax preparation and life insurance premiums. These types of benefits are commonly made available to senior executives at other major corporations and assist the Company in attracting and retaining key talent.

The Compensation Committee reviews and approves, among other things, compensation for the Company’s Named Executive Officers; the structure of the Company’s annual bonus program under the Incentive Compensation Plan, including setting annual performance objectives for the Named Executive Officers and annually assessing the extent to which those objectives have been achieved; and the structure of and actual grants under the Company’s long-term incentive compensation award programs.programs and annually assessing the extent to which those objectives have been achieved.

The Compensation Committee reviews and approves goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluates the CEO’sChief Executive Officer’s performance in respect of those goals and objectives and determines, either as a committee or together with the Governance Committeeand/or the Board of Directors, the CEO’sChief Executive Officer’s total compensation level based on that evaluation process. The Compensation Committee also reviews and approves compensation and incentive arrangements for the Company’s other Named Executive Officers.

The Compensation Committee reviews “tally sheets,” which include key components of each Named Executive Officer’s compensation, thatwhich enables the Compensation Committee to make informed decisions regarding future elements of compensation.

The Company’s Executive Vice President Human Resources,and Chief Administrative Officer, in consultation with the Company’s Chief Executive Officer, works with the Company’s Compensation Department to recommend: (i) merit increase guidelines based on external benchmarks under the Company’s salary administration program; (ii) the structure of the Company’s annual bonus program under the Incentive Compensation Plan; and (iii) the structure of its long-term incentive compensation programs (as noted above, the Company did not implement any annual equity award program under the Stock Plan in 2009).programs.

As part of the Company’s processes and procedures for determining the amount and form of executive officer and director compensation, the Company’s Compensation Committee relies in part upon informed proposals and information provided by management, as well as market data, analysis and guidance provided by its outside compensation consultant. During 2009,2010, the Compensation Committee consulted withand/or considered advice provided by its outside compensation advisors (Mercer through the third quarter of 2009 and thereafter, Compensationadvisor (Compensation Advisory Partners LLC (“CAP”)) with respect to the following matters, among others: (i) the Company’s adoption of a cash-based, long-term incentive compensation component to its executive incentive compensation plan, effective from and after January 1, 2010; (ii) the structure and components of the Company’s incentive compensation programs, as well as March 2010 Bonus Program; and (iii)merit salary adjustmentsincreases for various executives who took on new roles in the organization during 2009 (including Mr. Kennedy as Vice Chairman, Mr. Ennis as President and ChiefNamed Executive Officer, Mr. Elshaw as Executive Vice President and Chief Operating Officer, and Mr. Berns, who was hired as Executive Vice President and Chief Financial Officer). Additionally, the Compensation Committee received guidance from CAP during 2009 when considering increases

The following table sets forth information for the years indicated concerning the compensation awarded to, earned by or paid to the persons who served as the Company’s Chief Executive Officer and the Chief Financial Officer during 20092010 and the three other most highly paid executive officers (see footnote (a) below), other than the Chief Executive Officer and the Chief Financial Officer, who served as executive officers of the Company during 20092010 (collectively, the “Named Executive Officers”), for services rendered in all capacities to the Company and its subsidiaries during such periods. TheAs with last year’s proxy statement, the amounts under the columns “Stock Awards” and “Option Awards,” in the Summary Compensation Table below, have been calculated based upon the aggregate grant date fair value of the stock and option awards made during each given fiscal year, if any, in each case as determined in accordance with applicable financial accounting standards (namely, FASB Accounting Standards Codification Topic 718). Historic amounts for 2008 and 2007 under the columns “Stock Awards” and “Option Awards,” if any, and the corresponding historic amounts in the “Total” column, in the Summary Compensation Table below, have been adjusted and are re-presented in accordance with the SEC’s recent amendments to Item 402 ofRegulation S-K under the Exchange Act. Additionally, as it did last year, the Company is presenting its 20092010 annual cash bonus awards under the Revlon Executive Incentive Compensation Plan, as well as its historic presentation of those awards for 20082009 and 2007,2008, in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below, for awards of target bonuses for the year, and any discretionary annual cash bonus in excess of target bonuses for the year in the “Bonus” column. For 2010, such column wherealso includes earned 2010 LTIP Program awards, as more fully set forth in footnote (d), below (although 2010 LTIP Program awards have been listed in the table below at their full-value, only one-third of such amounts was actually paid in March 2011; the remaining two-thirds of such 2010 LTIP awards are payable in March 2012 and March 2013, only if the executive remains employed with the Company formerly disclosed all of its annual cash bonus payments (i.e., annual target bonus plus any discretionary annual cash bonus)on each respective payout date). In all cases, stock option awards outstanding as of December 31, 20092010 were“out-of-the-money,” in that in each case they had exercise prices that were above the $17.01$9.84 per share NYSE closing market price of the Company’s Class A Common Stock on December 31, 20092010 and therefore had no realizable monetary value to the Named Executive Officers on such date. See “Outstanding Equity Awards at Fiscal Year End.”

Each of Messrs. Kennedy, Ennis, Elshaw, Kretzman and Berns, who were the Company’s Named Executive Officers during 2009,2010, has an executive employment agreement with Products Corporation.

Mr. Kennedy’s employment agreement (as amended and restated, his “employment agreement”) provides that he will serve as Vice Chairman of the Board of Directors at an annual base salary of not less than $650,000.$150,000 (which was his base salary as of December 31, 2010).