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): June 11, 2021

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 5.02Departure 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:

Name	Votes For	Votes Withheld	Broker Non-Votes
Michael Karanikolas	374,482,206	16,203,163	4,238,377
Michael Mente	374,516,756	16,168,613	4,238,377
Melanie Cox	390,547,779	137,590	4,238,377
Hadley Mullin	381,111,898	9,573,471	4,238,377
Marc Stolzman	381,111,889	9,573,480	4,238,377

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:

Votes For	Votes Against	Abstentions
393,344,913	1,571,241	7,592

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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: June 16, 2021	By:	/s/ JESSE TIMMERMANS
		Jesse Timmermans
		Chief Financial Officer

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XML

Document and Entity Information	Jun. 11, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2021
Entity Registrant Name	REVOLVE GROUP, INC.
Entity Central Index Key	0001746618
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-38927
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-1640160
Entity Address, Address Line One	12889 Moore Street
Entity Address, City or Town	Cerritos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90703
City Area Code	562
Local Phone Number	677-9480
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security12b Title	Class A Common Stock, par value $0.001 per share
Trading Symbol	RVLV
Security Exchange Name	NYSE