SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2021
REVOLVE GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
(Commission File Number)
12889 Moore Street
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code
(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:
Name of each exchange on which registered:
Class A Common Stock, par value $0.001 per share
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2021, David Pujades informed Revolve Group, Inc. (the “Company”) that he will resign as Chief Operating Officer, effective as of September 15, 2021, to spend more time with his family before evaluating his next career opportunity. Mr. Pujades will continue to serve as Chief Operating Officer until September 15, 2021 to help ensure a smooth transition of responsibilities to other team members at the Company.
Mr. Pujades made many valued contributions to the Company over the last 12 years, including leading successful efforts to raise the bar on customer service, improve logistics and fulfillment efficiency, enhance data analytics and build a strong team of operations leaders within the Company. The Company greatly appreciates his tireless leadership and wishes him all the best going forward.
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 11, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 67,122,748 shares of the Company’s common stock, together representing 93.0% of the combined voting power of all issued and outstanding shares of Class A common stock and Class B common stock, were present in person or by proxy and voted on the following two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2021.
1. The stockholders elected the five individuals listed below as directors to serve on the Board of Directors of the Company, each to serve until the 2022 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The voting results were as follows:
2. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REVOLVE GROUP, INC.
Date: June 16, 2021
/s/ JESSE TIMMERMANS
Chief Financial Officer