a51117982.htm
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:  June 4, 2015
(Date of earliest event reported:  June 4, 2015)

Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-11178
13-3662955
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 

One New York Plaza
New York, New York
10004
(Address of Principal Executive Offices)
(Zip Code)
 
 
(212) 527-4000
(Registrant’s telephone number, including area code)
 
None
(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 Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.

On June 4, 2015, Revlon, Inc. (the "Company’’) held its 2015 Annual Stockholders' Meeting (the "Meeting") at which the Company's stockholders:

(i)  
approved the election of each of the following 12 director nominees standing for election and named in the Company's proxy statement, dated April 21, 2015, to serve as directors until the next annual stockholders' meeting and until such directors' respective successors shall have been elected and qualified, such directors consisting of:  Ronald O. Perelman, Alan S. Bernikow, Lorenzo Delpani, Viet D. Dinh, Meyer Feldberg, David L. Kennedy, Robert K. Kretzman, Ceci Kurzman, Tamara Mellon, Debra Perelman, Barry F. Schwartz and Cristiana Falcone Sorrell;

(ii)  
ratified the Audit Committee’s selection of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for 2015; and

(iii)  
re-approved the Revlon Executive Incentive Compensation Plan.

The following is a tabulation of the votes cast at the Meeting with respect to each proposal:

Proposal No. 1 -- the annual Election of Directors:

Proposal No. 1 – Election of Directors
 
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Ronald O. Perelman
46,796,271
2,186,291
1,818,231
Alan S. Bernikow
45,599,596
3,382,966
1,818,231
Lorenzo Delpani
47,118,729
1,863,833
1,818,231
Viet D. Dinh
47,799,577
1,182,985
1,818,231
Meyer Feldberg
47,949,978
1,032,584
1,818,231
David L. Kennedy
46,868,181
2,114,381
1,818,231
Robert K. Kretzman
45,685,078
3,297,484
1,818,231
Ceci Kurzman
46,133,485
2,849,077
1,818,231
Tamara Mellon
42,973,724
6,008,838
1,818,231
Debra Perelman
46,811,387
2,171,175
1,818,231
Barry F. Schwartz
45,797,638
3,184,924
1,818,231
Cristiana Falcone Sorrell
48,916,751
65,811
1,818,231

Proposal No. 2 – the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2015:

Proposal No. 2 -- Ratification of Audit Committee’s Selection of KPMG LLP*
 
 
Votes For
Votes Against
Abstentions
Ratification of KPMG
50,753,804
44,861
2,128
 
*There were no broker non-votes with respect to the ratification of the Audit Committee’s selection of KPMG, as this was a “routine” proposal.

Proposal No. 3 — the re-approval of the Revlon Executive Incentive Compensation Plan:

Proposal No. 3 – Re-approval of the Revlon Executive Incentive Compensation Plan
 
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Re-approval of Plan
46,873,413
2,101,884
7,265
1,818,231

 
 
 
 
SIGNATURE

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 hereunto duly authorized.
 
  REVLON, INC.  
       
 
By:
/s/  Michael T. Sheehan    
  Michael T. Sheehan  
  Senior Vice President, Deputy General  
  Counsel & Secretary  


June 4, 2015