The Annual Meeting of Stockholders is being convened for the following purposes:

This is a summary only, and does not contain all of the information that you should consider in connection with this Proxy Statement. Please read the entire Proxy Statement carefully before voting.

Stockholders are being asked to vote on the following matters:

Stockholders will also transact any other business that may properly come before the meeting.

We believe our directors have an appropriate balance of knowledge, experience, attributes, skills, diversity and expertise as a group to ensure that the Board appropriately fulfills its oversight responsibilities and acts in the best interests of stockholders. Although specific qualifications for Board membership may vary from time to time, desired qualities include (A) the highest personal integrity and ethics, (B) relevant expertise upon which to be able to offer advice and guidance to management, (C) demonstrated excellence in his or her field, (D) sound business judgment, and (E) sufficient time to devote to the affairs of the Company and (F) commitment to rigorously represent the long-term interests of our stockholders. The following charts show the key skills and experience that we consider important in light of our current business structure and that our directors bring to our boardroom:

We sent you the proxy notice because our Board is soliciting your proxy to vote at our Annual Meeting, including at any adjournments or postponements of the meeting. We have elected to provide access to the full proxy materials over the Internet and have provided our stockholders with instructions on how to access the proxy materials in the Notice of Internet Availability of Proxy Materials (the “Notice”) that you received.

We intend to mail the Notice to all stockholders of record entitled to vote at the Annual Meeting on or about March 24, 2021.2022.

This year’s Annual Meeting will be held entirely online due to the public health concerns regarding the COVID-19 pandemic.online. You will not be able to attend the Annual Meeting in person. The meeting will be held virtually on May 5, 20214, 2022 at 10:00 a.m. Central Time via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2021.RVNC2022. To attend the meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. Central Time and you should allow ample time for the check-in procedures.

The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Information on how to vote by Internet before and during the Annual Meeting is discussed below.

During the Annual Meeting, you may submit questions in the question box provided at www.virtualshareholdermeeting.com/RVNC2021.RVNC2022. We will respond to as many inquiries at the Annual Meeting as time allows.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting audio-only webcast during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page.

You may vote your shares electronically before the meeting by Internet, by proxy or by telephone as described below. You do not need to access the Annual Meeting audio-only webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the Annual Meeting.

Only stockholders of record at the close of business on March 11, 20212022 will be entitled to vote at the Annual Meeting. On thisthe record date, there were 71,382,89471,431,155 shares of common stock outstanding and entitled to vote.

If on March 11, 20212022 your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote by Internet before or during the Annual meeting, by telephone or by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the proxy card or vote by Internet or by telephone before the meeting to ensure your vote is counted.

If on March 11, 20212022 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may vote your shares by Internet during the meeting with the 16-digit control number included in the Notice, proxy card or in the other materials provided by your bank, brokerage firm or other nominee.

There are fourthree matters scheduled for a vote:

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons designated in the accompanying proxy intend to vote on those matters in accordance with their best judgment.

You may either vote “For” or “Withhold” for each of the nominees to the Board.

For the proposal to ratify the selection of PwC, to approve, on an advisory basis, the compensation of our named executive officers and to approve the amendment to our Charter, you may vote “For,” “Against” or abstain from voting.

The procedures for voting are fairly simple:

If you are a stockholder of record, you may vote by Internet before or during the Annual Meeting, by telephone before the Annual Meeting or by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

If you are a beneficial owner of shares registered in the name of your broker or other agent, you should have received a notice containing voting instructions from that organization rather than from Revance. Simply follow the voting instructions in the notice to ensure that your vote is counted. You may vote your shares by Internet during the meeting with the 16-digit control number included in the Notice, proxy card or in the other materials provided by your bank, brokerage firm or other nominee.

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 11, 2021.2022.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone before the Annual Meeting, or through the Internet before or during the Annual Meeting, your shares will not be voted.

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange ("NYSE"), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Under the rules and interpretations of NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Therefore, without your instructions, your broker or other agent may not vote your shares on Proposal 1 (election of directors) or Proposal 3 (advisory vote on executive compensation), which are considered to be "non-routine" matters, but may vote your shares on Proposal 2 (ratification of auditors) and Proposal 4 (amendment to our Charter to increase the authorized shares of our common stock), which areis considered to bea "routine" matters.matter.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director, “For” the ratification of the selection of PwC as the independent registered public accounting firm for the fiscal year 2021,2022, and “For” the compensation of our named executive officers and "For" the amendment to our Charter to increase the authorized shares of our common stock.officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

We will pay for the entire cost of soliciting proxies. We have engaged Alliance Advisors as our proxy solicitor to help us solicit proxies for a fee of $22,500, plus reasonable out-of-pocket expense. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker or agent, you should follow the instructions provided by your broker or agent.

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by November 24, 2021,2022, to Secretary, Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560.1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, you must do so no earlier than the close of business on January 5, 2022,4, 2023, and no later than the close of business on February 4, 2022.3, 2023. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count:

For Proposal 1 (election of directors), withhold votes and broker non-votes have no effect and will not be counted towards the number of shares voted “For”.“For.” For Proposal 2 (ratification of auditors), abstentions (and broker non-votes, if any) will be counted towards the vote total and will have the same effect as “Against” votes. For Proposal 3 (advisory vote on executive compensation), abstentions will be counted towards the vote total and will have the same effect as “Against” votes, while broker non-votes will have no effect. For Proposal 4 (Charter amendment), abstentions (and broker non-votes, if any) will be counted towards the vote total and will have the same effect as “Against” votes.

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to

Assuming that a quorum is present at the annual meeting, the following votes will be required for approval:

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present at the meeting in person, by remote communication or represented by proxy. On the record date of March 11, 2021,2022, there were 71,382,89471,431,155 shares outstanding and entitled to vote. Thus, the holders of 35,691,44835,715,578 shares must be present in person, by remote communication or represented by proxy at the meeting to have a quorum.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Our Board is divided into three classes, with each class having a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with the Company's counsellegal department to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the pertinent listing standards of Nasdaq, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions and relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that all of our directors except for Mr. Foley, our President and CEO, and Mr. Rankin, our President of Innovation & Technology, representing seven of our nineeight continuing directors, are “independent directors” within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Our Board has an independent chair (the “Board Chair”), Mr. Russell, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and CEO reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. In addition, our Audit Committee has the responsibility to consider the adequacy and effectiveness of our information security policies and practices and the internal controls regarding information security, including those concerning data privacy, cybersecurity, and backup of information systems.systems and compliance with the payment data security standards set forth by the PCIDSS. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our ESG strategy and corporate governance policies, including whether they are successful in preventing illegal or improper liability-creating conduct, and stockholder engagement. Our Compensation Committee reviews and approves executive officer compensation and its alignment with the Company's business and strategic plans and assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

In 2020, the Board’s oversight of corporate strategy increased following the onset of the COVID-19 pandemic. The Board assessed the impact of the COVID-19 pandemic on all aspects of our business, in particular financial impacts, the effect of the pandemic on the agencies that regulate our business, including the FDA, measures taken to protect the health and safety of the Company’s employees, the continued operations of our clinical development programs and manufacturing function and the Company’s business continuity strategy. The Board applied this knowledge to provide advice and oversight to management as it worked toward the development of a strategy to mitigate the immediate and potential long-term impacts of the pandemic, protect the health of the Company and its employees and continue to execute on our strategic objectives and deliver value to our stockholders. Management provided regular updates to the Board and its committees regarding the progress on this strategy.

The Board met sevenfive times during 2020.2021. All directors attended 100%75% or more of the aggregate number of meetings of the Board and of the committees on which they served during 2020.2021.

The Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Science and Technology Committee and a Brand Strategy Committee. The following table provides membership information for each of the Board committees as of December 31, 2020:2021:

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act, of 1934, as amended, (the "Exchange Act"), to oversee our corporate accounting and financial reporting processes and audits of itsour consolidated financial statements. The principal duties and responsibilities of our Audit Committee include:

Our Board has determined that all current members of our Audit Committee satisfy the independence requirements under Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Nolet is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has determined that the composition of our Audit Committee meets the criteria for independence under, and the functioning of our Audit Committee complies with, the applicable requirements of the Nasdaq listing rules and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and comply with future requirements to the extent that they become applicable to our Audit Committee.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20202021 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on February 25, 2021.28, 2022.

The foregoing report has been furnished by the Audit Committee.

Mr. Chris Nolet

Mr. Robert Byrnes

The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee our compensation strategy, policies, plans and programs, including:

The Compensation Committee has retained Radford, part of the RewardsAon's Human Capital Solutions practice, ata division of Aon plc (“Radford”Aon”), as its independent compensation consultant. The Compensation Committee requested that Radford:Aon:

As noted above, during the year ended December 31, 2020, Mr. Byrnes, Dr. Gardner2021, Ms. Beraud, Ms. Kolaja and Mr. Russell served on the Compensation Committee, with Mr. ByrnesMs. Beraud serving as its chair. None of Mr. Byrnes, Dr. Gardner orMs. Beraud, Ms. Kolaja and Mr. Russell is currently or has been at any time one of our employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has oneanother company, or moreas a director of another company, whose executive officers servingalso served on our Compensation Committee or as a memberone of our Board or Compensation Committee.directors.

Our Nominating and Corporate Governance Committee makes recommendations regarding corporate governance, the composition of our Board, identification, evaluation and nomination of director candidates and the

In the case of new director candidates, the Nominating and Corporate Governance Committee uses its network of contacts and of the Board and management to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee also determines whether the nominee is

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560,1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203, not later than November 24, 2021,2022, to be considered for inclusion in next year’s proxy materials, and not later than February 4, 2022,3, 2023, nor earlier than January 5, 2022,4, 2023, to be considered timely for purposes of the advance notice provisions set forth in the Company’s bylaws. Submissions must include the name, age, business address and residence address of such nominee, the principal occupation or employment of such nominee, the class and number of shares of each class of our capital stock which are owned of record and beneficially by such nominee, the date or dates on which such shares were acquired and the investment intent of such acquisition, a statement whether such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or reelection at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the Board, and such other information requirements set forth in the Company's bylaws. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

The principal duties and responsibilities of our Science and Technology Committee include:

The principal duties and responsibilities of our Brand Strategy Committee include:

The Board, as well as management, is committed to responsible corporate governance to ensure that we are managed for the benefit of our stockholders. To that end, the Board and management regularly review and update our corporate governance policies and practices, as appropriate and based on feedback received during stockholder engagement, and, when required, make changes to such policies and practices as mandated by the Sarbanes-Oxley Act of 2022, the Dodd-Frank Act, other SEC rules and regulations and the Nasdaq listing standards.

At our 20202021 Annual Meeting of Stockholders, we held our secondthird "say on pay" advisory vote. Our stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our 20202021 proxy statement. The proposal was supported by approximately 52%84% of the total votes cast. This levelcast, a 32% increase over our 2020 "say on pay" advisory vote. We believe this increase of support was, a significant decline fromin part, the result of the stockholder outreach that we commenced and changes we made to our firstexecutive compensation program over the past two years. Following the 2020 "say on pay" advisory vote, in 2019,2021, we engaged in whichsignificant stockholder outreach and held informative discussions with stockholders representing approximately 92%49% of votes were cast in favor of the program. Our Compensation Committee felt it was essential to understand the change inour outstanding common stock, excluding shares held by directors and executive officers. Although the level of support for our compensation program increased significantly, our Compensation Committee and Nominating and Corporate Governance Committee felt that it was important to continue to engage in dialog with our stockholders regardingon an annual basis. We believe that regular and transparent engagement with our investors on topics such as ESG, corporate governance and executive compensation program. As a result,will promote long-term value for our stakeholders. In 2021, we reached out to our largest stockholders representing approximately 76% of our outstanding common stock, and in 2022, we reached out to gain a better understandingapproximately 61% of their views regarding our outstanding common stock, excluding shares held by directors and executive compensation program as well as other governance and sustainability matters.officers. Since our 20202021 Annual Meeting of Stockholders, members of our executive management team held informative discussions with stockholders representing approximately 49%33% of our outstanding common stock, excluding shares held by directors and executive officers. Stockholders’ feedback was regularly reviewed by the Compensation Committee, the Nominating and Corporate Governance Committee and the management team.

Our Compensation Committee will continue to evaluate our executive compensation program going forward in light of our stockholders views and our transforming business needs. Our Compensation Committee will continue to consider the outcome of our "say on pay" votes and our stockholders' views when making future compensation decisions for our NEOs. As part of our commitment to building strong corporate governance, we will continue to seek input from our stockholders on a variety of corporate governance and sustainability topics and other issues that may impact our business or reputation.

The Company’s stockholders may communicate with the Board or any of its directors, through the “Contact Revance” page on our website at www.revance.com. These communications will be received and reviewed by our Senior Vice President, General Counsel & Corporate Secretary, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). All communications directed to the Audit Committee in accordance with the Company’s Whistleblower Policy are sent directly to the Chair of the Audit Committee and our Senior Vice President, General Counsel & Corporate Secretary.