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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Revlon Inc New | NYSE:REV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.8999 | 0 | 01:00:00 |
☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to Rule 14a-12
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REVLON, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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1.
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Election of all 13 director nominees to the Company’s Board of Directors for the coming year;
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2.
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Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020;
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3.
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Non-binding, advisory “say-on-pay” vote of stockholders on the Company’s executive compensation, as disclosed pursuant to Item 402 of Regulation S-K, including as disclosed in this Proxy Statement under “Corporate Governance,” “Executive Compensation,” the compensation tables and accompanying narrative; and
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4.
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Transaction of other business properly brought before the 2020 Annual Meeting or any adjournment.
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YOUR VOTE IS IMPORTANT TO US.
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PLEASE EXERCISE YOUR RIGHT TO VOTE
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Item
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Board Vote Recommendation
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1.
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Election of Directors
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FOR each Director nominee
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2.
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Ratification of the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2020
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FOR
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3.
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Non-binding, advisory “say-on-pay” vote of stockholders on the Company’s executive compensation
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FOR
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(1)
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FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;
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(2)
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FOR the ratification of the Audit Committee’s selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2020; and
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(3)
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FOR the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”).
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(1)
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FOR the election to the Board of Directors of each of the director nominees identified in this Proxy Statement;
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(2)
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FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020; and
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(3)
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FOR the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”).
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Ronald O. Perelman
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Age: 76
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Skills and Qualifications:
• Extensive business and financial experience (including managing diverse businesses within the MacAndrews & Forbes group of companies) • Public company board experience • Knowledge of the Company and long-standing service as a Company Director • Position as the Company’s controlling beneficial stockholder |
| |
Committees:
• None |
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Director Since:
1992 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (1992 – present)
• Revlon Consumer Products Corporation
(1992 – present)
• Scientific Games Corporation (2003 –
present)
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| |||
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Mr. Perelman has been Chairman of the Board of Directors of the Company and of 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, a company that acquires and manages a diversified portfolio of private and public companies, and certain of its affiliates since 1980. Mr. Perelman has also served as Chairman of the Board of Directors of Scientific Games Corporation (“Scientific Games”) since November 2013.
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Ambassador Nicole Avant
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Age: 51
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| |
Skills and Qualifications:
• Extensive governmental and public service experience • Involvement in diverse philanthropic, academic, charitable and political causes • Knowledge of the Company and on-going service as a Company Director |
| |
Committees:
• None |
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Director Since:
April 2019 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (April 2019 – present)
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Ambassador Avant has been a Director of the Company since April 2019. Ambassador Avant served as U.S. Ambassador to The Bahamas from 2009 to 2011.
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E. Scott Beattie
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Age: 61
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| |
Skills and Qualifications:
• Senior executive experience • Public company board experience • Familiarity with Elizabeth Arden and long-standing service as the former CEO of Elizabeth Arden • Knowledge of the Company and on-going service as a Company Director |
| |
Committees:
• None |
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Director Since:
2016 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2016 – present)
• Elizabeth Arden, Inc. (1995 – 2016)
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Mr. Beattie has been a Director of the Company since November 2016 and currently serves as a non-executive Vice Chairman of the Company’s Board of Directors. Mr. Beattie has also served as a non-employee senior advisor to the Company’s Chief Executive Officer. Previously, Mr. Beattie served as Chairman of Elizabeth Arden, Inc.’s (“Elizabeth Arden”) Board of Directors from April 2000 until its acquisition by the Company in September 2016 and as a member of its Board of Directors from January 1995 until September 2016. From March 1998 until September 2016, he also served as Elizabeth Arden’s President and Chief Executive Officer. Mr. Beattie previously served in other positions with Elizabeth Arden, including as its Chief Operating Officer and Vice Chairman of its Board of Directors. Since 2019, Mr. Beattie has also served on the Boards of Directors of Rexair, LLC. and Boost.ai.
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Alan Bernikow
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Age: 79
|
| |
Skills and Qualifications:
• Senior executive and business experience • Extensive accounting experience and financial expertise, including 26 years of service at Deloitte & Touche LLP and its predecessors • Public company board and audit committee experience • Knowledge of the Company and long-standing service as a Company Director |
| |
Committees:
• Audit (Chairman) • Compensation (Chairman) |
|
|
Director Since:
2003 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2003 – present)
• Revlon Consumer Products Corporation
(2003 – present)
• Mack-Cali Realty Corporation (2004 –
present)
• UBS Funds (2005 – present)
• FCB Financial Holdings, Inc. (2010 –
January 2019)
• Destination XL Group, Inc. (2003 – 2017)
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Mr. Bernikow has been a Director of the Company and of Products Corporation since September 2003 and serves as Chairman of the Company’s Audit Committee and as Chairman of the Company’s Compensation Committee. From 1998 until his retirement in May 2003, Mr. Bernikow served as the Deputy Chief Executive Officer of Deloitte & Touche LLP (“D&T”). Prior to that, Mr. Bernikow held various senior executive positions at D&T and its predecessor, Touche Ross, which he joined in 1977. Prior to that, Mr. Bernikow was the National Administrative Partner in Charge for the accounting firm, J.K. Lasser & Company, which he joined in 1966. Since 2004, Mr. Bernikow has served as a member of the Board of Directors and as Chairman of the Audit Committee of Mack-Cali Realty Corporation (“Mack-Cali”), and since 2014 has served as its Lead Independent Director. Mr. Bernikow is also a director or trustee and serves as Chairman of the audit committees of certain funds (the “UBS Funds”) for which UBS Global Asset Management (US) Inc., a wholly-owned subsidiary of UBS AG, or one of its affiliates serves as investment advisor, sub-advisor or manager. From 2003 until March 2017, Mr. Bernikow served as a member of the Board of Directors and as a member of the Nominating and Corporate Governance Committee of Destination XL Group, Inc. Mr. Bernikow also served as the Chairman of the Audit Committee, and as a member of the Nominating and Governance Committee, the Compensation Committee and the Asset/Liability Committee of FCB Financial Holdings, Inc. from 2010 until its merger into Synovus Financial Corporation in January 2019.
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Kristin Dolan
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Age: 53
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Skills and Qualifications:
• Extensive business and senior executive experience • Public company board experience • Knowledge of the Company and on-going service as a Company Director |
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Committees:
• None |
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Director Since:
2017 |
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Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2017 – present)
• MSG Networks, Inc. (2010 – 2015; and
April 2018 – present)
• AMC Networks Inc. (2011 – present)
• The Madison Square Garden Company
(2015 – present)
• The Wendy’s Company (2017 – present)
• Cablevision Systems Corporation (2010 –
2016)
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Ms. Dolan has served as a Director of the Company since May 2017. She also has served since November 2016 as Founder and Chief Executive Officer of 605, LLC, as well as Founder and Managing Partner of Dolan Family Ventures. Prior to that, Ms. Dolan held several executive roles at Cablevision Systems Corporation, including as Chief Operating Officer from 2014 until its sale in 2016; President of Optimum Services from 2013 until 2014; Senior Executive Vice President of Product Management and Marketing from 2011 until 2013; and Senior Vice President from 2003 until 2011. Ms. Dolan has served as a member of the Board of Directors of The Madison Square Garden Company since 2015; AMC Networks Inc. since 2011; The Wendy’s Company since July 2017; and MSG Networks, Inc. from 2010 to 2015, and recommencing in April 2018. From 2010 until its sale in 2016, Ms. Dolan served as a member of the Board of Directors of Cablevision Systems Corporation. Ms. Dolan previously served on the Foundation Board for SUNY Albany and the National Board for Women in Cable & Telecommunications.
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Mitra Hormozi
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Age: 50
|
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Skills and Qualifications:
• Senior executive and business experience • Public company board experience • Knowledge of the Company and long-standing service as the former Executive Vice President and General Counsel of the Company • On-going service as a Company Director |
| |
Committees:
• None |
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Director Since:
2019 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2019 – present)
• Athene Holding Ltd. (including one or
more of its U.S. subsidiaries) (2018-
present)
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Ms. Hormozi has been a Director of the Company since November 2019. Ms. Hormozi previously served as the Company’s Executive Vice President and General Counsel from April 2015 to July 2019, responsible for overseeing the Company’s worldwide legal affairs. Ms. Hormozi also acted as the Company’s Interim Chief Human Resources Officer from October 2018 to February 2019. Prior to joining the Company in April 2015, Ms. Hormozi was a litigation partner at two major law firms from 2011 to 2015 and previously served as Deputy Chief of Staff to then New York State Attorney General, Andrew Cuomo. Ms. Hormozi also served as an Assistant United States Attorney prosecuting high-profile complex racketeering cases in the Eastern District of New York. Since December 2018, Ms. Hormozi has served as a director of Athene Holding Ltd. (including one or more of its U.S. subsidiaries), which is a NYSE-listed company that offers and reinsures retirement savings products. With her background, Ms. Hormozi has extensive experience in both the public and private sectors of the legal field, as well as senior executive and business experience, governmental experience, public company board experience, combined with in-depth knowledge of the Company. Ms. Hormozi also currently sits on the Board of New York University School of Law’s Program on Corporate Compliance and Enforcement. Ms. Hormozi received a Bachelor of Arts in history from the University of Michigan and a Juris Doctor from the New York University School of Law.
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Ceci Kurzman
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Age: 49
|
| |
Skills and Qualifications:
• Senior executive experience in talent representation and talent-related brand-to-brand business development strategies • Marketing experience • Knowledge of the Company and long-standing service as a Company Director |
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Committees:
• Audit • Compensation |
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Director Since:
2013 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2013 – present)
• Revlon Consumer Products Corporation
(2019 – present)
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|
Ms. Kurzman has been a Company Director since February 2013 and a Director of Products Corporation since June 2019, and serves as a member of the Company’s Audit Committee and Compensation Committee. Ms. Kurzman serves as President of Nexus Management Group, Inc. (“Nexus”), a talent representation, consulting and private investing group focused on 360-degree marketing and asset-building strategies, which she founded in 2004. Prior to founding Nexus, Ms. Kurzman joined Epic/Sony Music in 1997 as Vice President of Worldwide Marketing and held positions of increasing responsibility there until 2004. From 1992 to 1997, Ms. Kurzman held positions of increasing responsibility at Arista Records, including serving as Director of Artist Development. Ms. Kurzman also serves as a member of the Board of Directors of Spring Studios, Choate Rosemary Hall, Medecins du Monde, the Barefoot Foundation and Cirque du Soleil Entertainment Group. Ms. Kurzman also serves on the Boards of Directors of Migreat Ltd., Tortoise Media Ltd., the Women’s Forum of New York and Man Group plc, a company listed and traded on the London Stock Exchange.
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|
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Victor Nichols
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| ||||||
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Age: 63
|
| |
Skills and Qualifications:
• Extensive business and senior executive experience • Public company board experience • Knowledge of the Company and on-going service as a Company Director |
| |
Committees:
• None |
|
|
Director Since:
2019 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2019 – present)
• Bank of Hawaii Corporation (2014 –
present)
• Zovio Inc. (formerly known as Bridgepoint
Education, Inc.) (2014 – present)
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|
Mr. Nichols has been a Director of the Company since June 2019 and has served as an independent advisor of Vericast (formerly known as Harland Clarke Holdings Corp.) (“Vericast”) since June 2019. Vericast is a premier marketing solutions company that influences consumer purchasing and transaction behavior at scale and is a wholly-owned subsidiary of MacAndrews & Forbes. Mr. Nichols has served as a member of the Board of Directors of Vericast since January 2017, served as its Chief Executive Officer from January 2017 until December 2018 and served as its Chairman from January 2019 until June 2019. Mr. Nichols served as Chief Executive Officer of Valassis Communications, Inc., a wholly-owned subsidiary of Vericast, from April 2015 through December 2016. He served as Chief Executive Officer for North America at Experian plc from January 2010 through March 2014, as well as Managing Director for the U.K. and EMEA at Experian plc from February 2008 until January 2010. Prior to that, Mr. Nichols served as Chief Information Officer for Wells Fargo & Company, as Chief Executive Officer of Vicor, Inc., as President of Safeguard Business Systems Inc., as well as having served in various senior leadership positions at Bank of America Corporation.
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Debra Perelman
|
| ||||||
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Age: 46
|
| |
Skills and Qualifications:
• Senior executive and business experience • Public company board experience • Knowledge of the Company, both as an executive and as a Company Director |
| |
Committees:
• None |
|
|
Director Since:
2015 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2015 – present)
• Revlon Consumer Products Corporation
(May 2018 – present)
• Scientific Games Corporation (2014 –
2015)
|
| |||
|
Ms. Perelman has served as the Company’s President and Chief Executive Officer since May 2018, as a Director of the Company since June 2015 and as a Director of Products Corporation since May 2018. Ms. Perelman served as a member of the Company’s Compensation Committee until January 2018. Ms. Perelman served as the Company’s Chief Operating Officer from January 2018 until May 2018. She also served as the Company’s Executive Vice President, Strategy, Digital Content and New Business Development from December 2017 until January 2018 under a secondment arrangement with MacAndrews & Forbes. From 2014 until December 2017, Ms. Perelman also served as Executive Vice President, Strategy and New Business Development of MacAndrews & Forbes, a company that acquires and manages a diversified portfolio of private and public companies. Ms. Perelman joined MacAndrews & Forbes in 2004 as Vice President. Prior to joining MacAndrews & Forbes, Ms. Perelman held various positions at the Company in corporate finance and brand marketing. Ms. Perelman also serves as a founding member and Vice Chairman of the Child Mind Institute, a member of the President’s Advisory Council at Princeton University, a member of the Board of Overseers at Columbia Business School and as a trustee of the NYU Langone Medical Center. From 2014 until 2015, Ms. Perelman served as a member of the Board of Directors of Scientific Games.
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|
Paul Savas
|
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|
Age: 56
|
| |
Skills and Qualifications:
• Senior executive and business experience • Extensive financial and capital markets experience • Public company board experience • Knowledge of the Company and on-going service as a Company Director |
| |
Committees:
• Compensation |
|
|
Director Since:
2016 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2016 – present)
• SIGA Technologies, Inc. (2004 – present)
• Vericast (2006 – present)
• vTv Therapeutics Inc. (2015 – present)
|
| |||
|
Mr. Savas has been a Director of the Company since June 2016 and has served as a member of the Company’s Compensation Committee since November 2018. Mr. Savas has also served as Executive Vice President and Chief Financial Officer of MacAndrews & Forbes since 2007 and as Executive Vice President and Chief Financial Officer of M&F Worldwide Corp. since 2006. Mr. Savas previously served as Director of Corporate Finance, and in various positions of increasing responsibility, at MacAndrews & Forbes since 1994. Mr. Savas has served as a member of the Board of Directors and on the Compensation Committee of SIGA Technologies, Inc. since 2004, and served on its Audit Committee from 2004 to 2018. Mr. Savas has also served as a member of the Board of Directors of Vericast (formerly known as Harland Clarke Holdings Corp., which ceased to be a publicly traded company in February 2014) since 2006 and as a member of the Board of Directors and as Chairperson of the Compensation Committee of vTv Therapeutics Inc. since 2015.
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Barry F. Schwartz
|
| ||||||
|
Age: 70
|
| |
Skills and Qualifications:
• Senior executive and business experience • Extensive legal experience • Public company board experience • Knowledge of the Company and long-standing service as a Company Director |
| |
Committees:
• None |
|
|
Director Since:
2007 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2007 – present)
• Revlon Consumer Products Corporation
(2004 – present)
• Scientific Games Corporation (2003 –
present)
• Gaming and Leisure Properties, Inc.
(2017 – present)
|
| |||
|
Mr. Schwartz has been a Director of the Company since November 2007 and a Director of Products Corporation since March 2004. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes since July 2019 and prior to that as Vice Chairman of MacAndrews & Forbes and various affiliates since December 2015. Mr. Schwartz was Executive Vice Chairman of MacAndrews & Forbes and various affiliates from October 2007 to December 2015. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes and various affiliates from 1989 to 1993. Mr. Schwartz is Vice Chairman and a member of the Board of Trustees of The City University of New York. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly a member of Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of NYU Langone Medical Center, Jazz at Lincoln Center and The Ronald O. Perelman Center for Performing Arts at the World Trade Center. Mr. Schwartz has served as a member of the Board of Directors of Scientific Games since 2003, for which he also currently serves as a member of the Compliance Committee and Compensation Committee and served as a member of its Executive and Finance Committee until April 2019. Mr. Schwartz has also served as a member of the Board of Directors of Gaming and Leisure Properties, Inc. since May 2017, for which he also currently serves as a member of its Audit and Compliance Committee. From 2005 to 2014, Mr. Schwartz served as a member of the Board of Directors of Harland Clarke Holdings Corp. (now known as Vericast).
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Jonathan Schwartz
|
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Age: 58
|
| |
Skills and Qualifications:
• Senior executive and business experience • Extensive legal and governmental experience • Knowledge of the Company and on-going service as a Company Director |
| |
Committees:
• Audit |
|
|
Director Since:
2017 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2017 – present)
• Revlon Consumer Products Corporation
(2019 – present)
|
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|
Mr. Schwartz has been a Director of the Company since May 2017 and a Director of Products Corporation since June 2019. He has served as the Chief Legal and Corporate Affairs Officer of Univision Communications Inc. (“Univision”) since May 2016. Prior to that, Mr. Schwartz served as Executive Vice President, General Counsel & Head of Government Relations and Secretary for Univision from December 2012 until May 2016. Prior to joining Univision, Mr. Schwartz served as Managing Director and General Counsel for JPMorgan’s Investment Banking division from 2010 until 2012. Previously, Mr. Schwartz was Executive Vice President and General Counsel at Cablevision Systems Corporation from 2003 until 2009. Mr. Schwartz served as Senior Vice President and Deputy General Counsel of AOL Time Warner Inc. from 2002 until 2003, and as General Counsel of Napster, Inc. from 2001 until 2002. From 1995 to 2001, Mr. Schwartz served in various roles in the Office of the Deputy Attorney General at the U.S. Department of Justice in Washington D.C., including as Principal Associate Deputy Attorney General. Prior to that, Mr. Schwartz served as a federal prosecutor in the U.S. Attorney’s Office for the Southern District of New York and as a law clerk to Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit and to Associate Justice Thurgood Marshall on the U.S. Supreme Court. Mr. Schwartz is a member of the Council on Foreign Relations, the Dean’s Advisory Council at Stanford Law School, and the University of Pennsylvania’s Athletics Board of Overseers.
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Cristiana Falcone Sorrell
|
| ||||||
|
Age: 46
|
| |
Skills and Qualifications:
• Senior executive and marketing experience • Public company board experience • Knowledge of the Company and long-standing service as a Company Director |
| |
Committees:
• None |
|
|
Director Since:
2014 |
| |
Public Company Directorships Held During the
Past 5 Years:
• Revlon, Inc. (2014 – present)
• Viacom, Inc. (2013 – 2019)
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Ms. Falcone Sorrell has served as a Director of the Company since March 2014. Since January 2020, Ms. Falcone Sorrell has served as a strategic adviser and philanthropist investor to a range of companies. From 2018 to 2019 she served as Principal Adviser, Media Affairs at the World Economic Forum (“WEF”), having previously served as Senior Adviser to the Chairman at the WEF, a position she held since 2009, and since 2015 as CEO of the JMCMRJ Sorrell Foundation. Since 2013 and until Viacom, Inc. merged with CBS Corporation in December 2019 to form ViacomCBS, Inc., Ms. Falcone Sorrell served as a member of the Board of Directors of Viacom and served as a member of its Governance and Nominating Committee from 2016 until such merger. Ms. Falcone Sorrell formerly served as Principal Consultant for the Office of Outreach and Partnership for the Inter-American Development Bank from 2011 to 2015. Prior to joining the WEF in 2004, Ms. Falcone Sorrell held positions at the International Labor Organization from 2002 to 2004 and Shell London Ltd. from 2001 to 2002. Ms. Falcone serves on the Boards of Directors of Internews and the Global Fashion Agenda, the Board of Advisors for the Friedman School of Nutrition Science and Policy at Tufts University and as a member of the Board of Trustees at the Paley Center for Media.
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•
|
the stockholder’s name and address, evidence of such stockholder’s ownership of Revlon Common Stock, including the number of shares owned and the length of time of continuous ownership, and a statement as to the number and names of director candidates such stockholder has previously submitted to the Company during the period that such stockholder has owned such shares;
|
•
|
the name of the candidate;
|
•
|
the candidate’s resume or a listing of his or her qualifications to be a director of the Company;
|
•
|
any other information regarding the candidate that would be required to be disclosed in a proxy statement filed with the SEC if the candidate were nominated for election to the Board; and
|
•
|
the candidate’s signed, written consent to be named as a director, if selected and nominated by the Board.
|
•
|
the integrity of the Company’s financial statements and disclosures;
|
•
|
the Company’s compliance with legal and regulatory requirements;
|
•
|
the appointment, compensation, retention and oversight of the Company’s independent auditors;
|
•
|
enterprise risk assessment and the Company’s risk management guidelines, processes and policies, including reviewing cybersecurity risk mitigation policies and initiatives;
|
•
|
the performance of the Company’s internal audit functions; and
|
•
|
the Revlon, Inc. Related Party Transaction Policy.
|
•
|
reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s CEO and other Named Executive Officers (“NEOs”), evaluating the CEO’s and the other NEOs’ performance in light of those goals and objectives, and determining, either as a committee or together with the Board of Directors, the CEO’s and other NEOs’ compensation level based on such evaluations;
|
•
|
reviewing and approving compensation and incentive arrangements for certain key employees of the Company;
|
•
|
reviewing and approving awards pursuant to the Fourth Amended and Restated Revlon, Inc. Stock Plan (as amended, the “Stock Plan”) and the Revlon Amended and Restated Executive Incentive Compensation Plan (the “Incentive Compensation Plan”) and overseeing the administration of such plans;
|
•
|
planning for the succession of the Company’s CEO and key senior officers; and
|
•
|
considering the existence of any potential conflicts of interest with its independent outside compensation consultant, Compensation Advisory Partners LLC (“CAP”).
|
v
|
Compensation for the NEOs;
|
v
|
The structure of the annual bonus programs and long-term incentive plans (“LTIPs”) under the Incentive Compensation Plan and the Stock Plan, respectively;
|
v
|
Performance-based objectives for the NEOs and other participants in annual bonus programs and LTIPs;
|
v
|
Certifying management’s assessment of the achievement of performance targets; and
|
v
|
Grants of equity-based awards under the Stock Plan.
|
v
|
Reviews and approves corporate performance objectives relevant to the compensation of the Company’s CEO and the other NEOs;
|
v
|
Evaluates the Company’s performance against its corporate performance objectives and the CEO’s and the other NEOs’ performance; and
|
v
|
Reviews and approves the CEO’s and the other NEOs’ total compensation based on that evaluation process.
|
v
|
The proxy peer group and approach used to benchmark total target compensation for the NEOs;
|
v
|
The structure and components of the Company’s incentive compensation programs; and
|
v
|
Review and approval of the employment agreement of Sergio Pedreiro, the Company’s new Chief Operating Officer.
|
|
Name
(a) |
| |
Fees Earned or
Paid in Cash (b) |
| |
All Other Compensation
(c) |
| |
Total
|
|
|
Ronald O. Perelman
|
| |
—
|
| |
—
|
| |
—
|
|
|
Nicole Avant
|
| |
$90,750
|
| |
—
|
| |
$90,750
|
|
|
E. Scott Beattie
|
| |
$20,140
|
| |
$458,333
|
| |
$478,473
|
|
|
Alan Bernikow
|
| |
$184,250
|
| |
$25,000
|
| |
$209,250
|
|
|
Kristin Dolan
|
| |
$124,000
|
| |
—
|
| |
$124,000
|
|
|
Mitra Hormozi
|
| |
$18,876
|
| |
$41,666
|
| |
$60,542
|
|
|
Robert Kretzman
|
| |
$57,418
|
| |
$10,852
|
| |
$68,270
|
|
|
Ceci Kurzman
|
| |
$164,250
|
| |
$14,148
|
| |
$178,398
|
|
|
Paul Meister
|
| |
—
|
| |
—
|
| |
—
|
|
|
Victor Nichols
|
| |
$62,000
|
| |
—
|
| |
$62,000
|
|
|
Debra Perelman
|
| |
—
|
| |
—
|
| |
—
|
|
|
Paul Savas
|
| |
—
|
| |
—
|
| |
—
|
|
|
Barry F. Schwartz
|
| |
$128,750
|
| |
$25,000
|
| |
$153,750
|
|
|
Jonathan Schwartz
|
| |
$156,750
|
| |
$14,148
|
| |
$170,898
|
|
|
Cristiana Falcone Sorrell
|
| |
$86,800*
|
| |
—
|
| |
$86,800
|
|
*
|
Net of withholding taxes
|
(a)
|
Paul Meister and Robert Kretzman did not stand for re-election at the Company’s 2019 Annual Meeting, and thus ceased to serve on the Company’s Board of Directors as of June 6, 2019.
|
(b)
|
During 2019, the Company’s Board compensation program was comprised of the following components: (i) an annual Board retainer of $115,000; (ii) Board and Committee meeting fees of $1,500 per meeting; (iii) an additional annual retainer of $10,000 for each Committee chairman; and (iv) an additional annual Audit Committee membership retainer of $10,000. On March 30, 2020, at the Compensation Committee’s recommendation, the Company’s Board of Directors approved a 50% reduction in the Board compensation program and a full elimination of per meeting fees, which reductions are intended to remain in place during the span of the coronavirus (COVID-19) pandemic. Accordingly, during such period the Board compensation program would consist of the following components: (i) annual Board retainer of $57,500 (reduced from $115,000); (ii) a full elimination of the Board and Committee meeting fees (reduced from $1,500 per meeting); (iii) annual retainer of $5,000 for each Committee chairman (reduced from $10,000); and (iv) annual Audit Committee membership retainer of $5,000 (reduced from $10,000). The Company’s CEO has the authority to reinstate the Company’s Board compensation program to that which was in effect prior to the COVID-19 pandemic, at the appropriate time, in her sole discretion, exercised reasonably, after consultation with the Chairman of the Company’s Compensation Committee.
|
(c)
|
For Mr. Beattie, the amount shown under the “All Other Compensation” column reflects fees received by Mr. Beattie in respect of 2019 for advisory services to the Company, pursuant to the terms of the Consulting Agreement, dated November 3, 2016, between the Company and Mr. Beattie (the “Beattie Original Consulting Agreement”). As previously disclosed in the Company’s 2017 Proxy Statement on Schedule 14A filed with the SEC on April 21, 2017, pursuant to the Beattie Original Consulting Agreement, Mr. Beattie agreed to provide advisory services to the Company’s CEO through November 3, 2019 for a fee of $500,000 per year and for which he received $3 million of
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership (Revlon Common Stock) |
| |
Percentage of Class
(Revlon Common Stock) |
|
|
Ronald O. Perelman
c/o MacAndrews & Forbes Incorporated, 35 E. 62nd St., New York, NY 10065 |
| |
46,223,321(1)
|
| |
86.9%
|
|
|
Ambassador Nicole Avant
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
E. Scott Beattie
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
73,458
|
| |
*
|
|
|
Alan Bernikow
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
13,250
|
| |
*
|
|
|
Kristin Dolan
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
Victoria Dolan
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
59,532(2)
|
| |
*
|
|
|
Mitra Hormozi
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
41,834
|
| |
*
|
|
|
Robert Kretzman
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
— (3)
|
| |
*
|
|
|
Ceci Kurzman
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
Paul Meister
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—(4)
|
| |
*
|
|
|
Victor Nichols
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
Debra Perelman
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
52,161 (5)
|
| |
*
|
|
|
Paul Savas
c/o MacAndrews & Forbes Incorporated, 35 E. 62nd St., New York, NY 10065 |
| |
27,900
|
| |
*
|
|
|
Barry F. Schwartz
c/o MacAndrews & Forbes Incorporated, 35 E. 62nd St., New York, NY 10065 |
| |
—
|
| |
*
|
|
|
Jonathan Schwartz
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
Cristiana Falcone Sorrell
c/o Revlon, One New York Plaza, 50th Floor, New York, NY 10004 |
| |
—
|
| |
*
|
|
|
Mittleman Brothers, LLC
105 Maxess Road, Suite 207, Melville, New York 11747 |
| |
2,866,772(6)
|
| |
5.4%
|
|
|
All Current Directors and Executive Officers, as a Group (14 Persons)
|
| |
46,491,456
|
| |
87.4%
|
|
*
|
Less than one percent.
|
(1)
|
Mr. Perelman, through MacAndrews & Forbes, beneficially owned 46,223,321 shares of Revlon Common Stock, representing approximately 86.9% of the Company’s issued and outstanding voting capital stock as of March 31,
|
(2)
|
For a description of restricted shares of Revlon Common Stock and restricted stock units (“RSUs”) held by Ms. Victoria Dolan, see the “Summary Compensation Table” under “Stock Awards” column.
|
(3)
|
As Mr. Kretzman ceased services as a director of the Company on June 6, 2019, the Company has no knowledge as to his ownership of shares of Revlon Common Stock as of the date of the “Security Ownership” table.
|
(4)
|
As Mr. Meister ceased services as a director of the Company on June 6, 2019, the Company has no knowledge as to his ownership of shares of Revlon Common Stock as of the date of the “Security Ownership” table.
|
(5)
|
For a description of RSUs held by Ms. Perelman, see the “Summary Compensation Table” under “Stock Awards” column.
|
(6)
|
Based solely on the Schedule 13G/A filed with the SEC by Mittleman Brothers, LLC on January 28, 2020.
|
|
Name
|
| |
Current Position
|
|
|
Debra Perelman
|
| |
President & Chief Executive Officer
|
|
|
|
| |
|
|
|
Sergio Pedreiro
|
| |
Chief Operating Officer
|
|
|
|
| |
|
|
|
Victoria Dolan
|
| |
Chief Financial Officer
|
|
|
Name
|
| |
Position(s) during 2019
|
|
|
Debra Perelman
|
| |
President & Chief Executive Officer
|
|
|
|
| |
|
|
|
Victoria Dolan
|
| |
Chief Financial Officer
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(a) |
| |
Bonus
($)(b) |
| |
Stock
Awards $(c) |
| |
Non-Equity
Incentive Plan Compensation ($)(d) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($)(e) |
| |
Total
($) |
|
|
|
| ||||||||||||||||||||||||
|
Debra Perelman
President & CEO |
| |
2019
|
| |
1,133,654
|
| |
—
|
| |
4,750,000
|
| |
—
|
| |
—
|
| |
123,065
|
| |
6,006,719
|
|
|
2018
|
| |
1,438,099
|
| |
292,500
|
| |
2,915,068
|
| |
—
|
| |
—
|
| |
70,190
|
| |
4,715,857
|
| |||
|
|
| ||||||||||||||||||||||||
|
Victoria Dolan
CFO |
| |
2019
|
| |
624,646
|
| |
—
|
| |
612,333
|
| |
224,667
|
| |
—
|
| |
70,415
|
| |
1,532,061
|
|
|
2018
|
| |
484,615
|
| |
450,000
|
| |
1,999,991
|
| |
—
|
| |
—
|
| |
49,250
|
| |
2,983,856
|
|
(a)
|
In April 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, the Company and Ms. Perelman agreed in writing (the “CEO Letter Amendment”) that, effective on April 11, 2020, Ms. Perelman’s base salary would be reduced by 40% to $675,000, less all applicable withholdings and deductions, during the span of the COVID-19 pandemic. The Chairman of the Compensation Committee has the authority to reinstate Ms. Perelman’s base salary in effect immediately prior to the CEO Letter Amendment at any time he deems appropriate, in his sole discretion, exercised reasonably.
|
(b)
|
The amounts set forth under the “Bonus” column reflect bonuses paid to the NEOs outside of the Company’s Annual Bonus Programs for the applicable year, and also include discretionary bonuses, sign-on bonuses and guaranteed minimum bonuses provided for in an executive’s employment agreement.
|
(c)
|
Amounts set forth under the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock awards and restricted stock units determined in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13, “Stock Compensation Plan,” in the Notes to Consolidated Financial Statements included in the Company’s 2019 Form 10-K.
|
(d)
|
The amounts set forth under the “Non-Equity Incentive Plan Compensation” column for 2019 reflects the 2/3rd cash-based portion (i.e., $224,667) of the 2019 TIP award in the aggregate amount of $337,000 granted to Victoria Dolan in September 2019, with the value of 1/3rd granted in time-based RSUs reflected in column (c).
|
(e)
|
For 2018 and 2019, the amounts shown under “All Other Compensation” column consist of:
|
|
Name
|
| |
Year
|
| |
Car
Allowance ($) |
| |
Tax
Preparation and Financial Counseling Services ($) |
| |
Profit Sharing and
Matching Contributions1 ($) |
| |
Supplemental
Medical Coverage ($) |
| |
Other
Perquisites ($) |
| |
Separation
Benefits ($) |
| |
Total All Other
Compensation ($) |
|
|
Debra Perelman
|
| |
2019
|
| |
—
|
| |
10,000
|
| |
50,925
|
| |
62,140
|
| |
—
|
| |
—
|
| |
123,065
|
|
|
2018
|
| |
—
|
| |
7,308
|
| |
—
|
| |
62,882
|
| |
—
|
| |
—
|
| |
70,190
|
| |||
|
Victoria Dolan
|
| |
2019
|
| |
24,000
|
| |
10,000
|
| |
35,982
|
| |
433
|
| |
—
|
| |
—
|
| |
70,415
|
|
|
2018
|
| |
18,923
|
| |
7,885
|
| |
22,442
|
| |
—
|
| |
—
|
| |
—
|
| |
49,250
|
|
1
|
The amounts shown under “Profit Sharing and Matching Contributions” column are under the Amended and Restated Revlon Excess Savings Plan (the “Excess Savings Plan”) and the 401(k) Plan. On March 30, 2020, in connection with the organizational measures taken by the Company in response to the COVID-19 pandemic, Products Corporation’s Board of Directors approved an amendment to the 401(k) Plan, that, among other things, gave the Company’s and Products Corporation’s CEO the authority, in her discretion, to suspend and re-institute profit-sharing contributions and matching contributions under the 401(k) Plan. These contributions are expected to be suspended for at least the span of the COVID-19 pandemic.
|
|
Avon Products
|
| |
Edgewell Personal Care
|
| |
Nu Skin
|
|
|
Church & Dwight
|
| |
Hain Celestial
|
| |
Post Holdings
|
|
|
Clorox
|
| |
Helen of Troy
|
| |
Sensient Technologies
|
|
|
Coty
|
| |
International Flavors & Fragrances
|
| |
Tupperware Brands
|
|
v
|
Based on these values, each of Mses. Perelman’s and Dolan’s 2019 target total compensation was at the 50th percentile of the 2019 Proxy Peer Group.
|
|
|
| |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of Shares
or Units of Stock That Have Not Vested (#)(a) |
| |
Market Value of Shares
or Units of Stock That Have Not Vested ($)(b) |
| |
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c) |
| |
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b) |
|
|
Debra Perelman
|
| |
—
|
| |
—
|
| |
333,953
|
| |
7,153,273
|
|
|
Victoria Dolan
|
| |
46,512
|
| |
996,287
|
| |
50,154
|
| |
1,074,299
|
|
(a)
|
For Ms. Dolan, subject to certain terms and conditions, 2 remaining 1/3rd tranches of her restricted shares vest after December 31, 2019 on March 15, 2020 and March 15, 2021 (of which 23,255 shares vested on March 15, 2019).
|
(b)
|
The market value of Ms. Dolan’s restricted shares is based on the $21.42 per share NYSE closing price of Revlon Common Stock on December 31, 2019.
|
(c)
|
For Ms. Perelman, the RSUs granted to her under the 2018 LTIP represent the sum of: (1) 73,986 time-based RSUs that are scheduled to vest ratably over a 3-year service period in 3 equal installments on March 15, 2019 (of which 24,662 shares vested on March 15, 2019), March 15, 2020 and March 15, 2021; and (2) 73,986 performance-based RSUs that are scheduled to cliff-vest in March 2021 at the completion of the 3-year performance period (i.e., 2018, 2019 and 2020), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods. The RSUs granted to Ms. Perelman under the 2019 LTIP represent the sum of (1) 105,321 time-based RSUs that are scheduled to vest ratably over a 3-year service period in 3 equal installments on March 15, 2020, March 15, 2021 and March 15, 2022; and (2) 105,322 performance-based RSUs that are scheduled to cliff-vest in March 2022 at the completion of the 3-year performance period (i.e., 2019, 2020 and 2021), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods.
|
|
|
| |
Termination Without “Cause” or for “Good Reason”
|
| |
Termination Without “Cause” or for “Good Reason” in
connection with a “Change of Control” |
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate
Cost |
| |
Severance Benefit
|
| |
Approximate
Cost |
|
|
Base Salary
|
| |
12 months
|
| |
$1,125,000
|
| |
24 months
|
| |
$2,250,000
|
|
|
Bonus
|
| |
Annual bonus earned for the year prior to the year of termination
|
| |
$0
|
| |
2 times the average amount of the gross bonus amounts earned over the prior 5 years of service
|
| |
$292,500
|
|
|
2019 Annual Bonus
|
| |
Pro-rated, based on actual results
(represents target bonus of 100% of base salary) |
| |
$0
|
| |
Pro-rated, based on actual results
|
| |
$0
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$62,140
|
| |
12 months
|
| |
$62,140
|
|
|
2018 LTIP
|
| |
The 2018 LTIP time-based RSUs accelerate to date of termination and the performance-based 2018 LTIP RSUs continue to vest during the performance period, subject to achievement of applicable performance goals
|
| |
$2,429,223
|
| |
Unvested time-based and performance-based RSUs vest in full on an accelerated basis with performance-based RSUs vesting at target
|
| |
$2,429,223
|
|
|
2019 LTIP
|
| |
The 2019 LTIP time-based RSUs accelerate to date of termination and the performance-based 2019 LTIP RSUs continue to vest during the performance period, subject to achievement of applicable performance goals
|
| |
$4,750,000
|
| |
Unvested time-based and performance-based RSUs vest in full on an accelerated basis with performance-based RSUs vesting at target
|
| |
$4,750,000
|
|
|
Profit Sharing and Matching Contributions
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$102,150
|
|
|
Total:
|
| |
$8,366,363
|
| |
Total:
|
| |
$9,886,013
|
|
|
|
| |
Termination Without “Cause” or for “Good Reason”
|
| |
Termination Without “Cause” or for “Good Reason” in
connection with a “Change of Control” |
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate
Cost |
| |
Severance Benefit
|
| |
Approximate
Cost |
|
|
Base Salary
|
| |
12 months
|
| |
$624,000
|
| |
24 months
|
| |
$1,248,000
|
|
|
Bonus
|
| |
Based on actual results
|
| |
$0
|
| |
2 times the average amount of the gross bonus amounts earned over the prior 5 years of service
|
| |
$450,000
|
|
|
Life Insurance
|
| |
12 months
|
| |
$1,488
|
| |
24 months
|
| |
$2,976
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$433
|
| |
24 months (Executive waived medical coverage)
|
| |
$866
|
|
|
2018 LTIP
|
| |
Pro-rated vesting (of both time-based and performance-based RSUs) based on actual results
|
| |
$250,000
|
| |
Unvested time-based RSUs and performance-based RSUs vest in full at target
|
| |
$416,667
|
|
|
2019 LTIP
|
| |
Unvested next time-based tranche vests
|
| |
$83,333
|
| |
Unvested time-based RSUs and performance-based RSUs vest in full at target
|
| |
$500,000
|
|
|
2019 TIP
|
| |
Accelerated Vesting
|
| |
$337,000
|
| |
Accelerated Vesting
|
| |
$337,000
|
|
|
Restricted Stock
|
| |
Unvested next tranche vests (based on $21.42 per share NYSE closing price on December 31, 2019)
|
| |
$498,144
|
| |
Unvested shares vest in full (based on $21.42 per share NYSE closing price on December 31, 2019)
|
| |
$996,287
|
|
|
Profit Sharing and Matching Contributions
|
| |
__
|
| |
__
|
| |
24 months
|
| |
$72,540
|
|
|
Tax Preparation and Financial Counseling Services
|
| |
__
|
| |
__
|
| |
24 months
|
| |
$20,000
|
|
|
Car Allowance
|
| |
—
|
| |
—
|
| |
24 months
|
| |
$48,000
|
|
|
Total:
|
| |
$1,794,398
|
| |
Total:
|
| |
$4,092,336
|
|
|
|
| |
Termination Without “Cause” or for “Good Reason”
|
| |
Termination Without “Cause” or for “Good Reason” in
connection with a “Change of Control” |
|
|
Compensation Element
|
| |
Severance Benefit
|
| |
Approximate
Cost |
| |
Severance Benefit
|
| |
Approximate
Cost |
|
|
Base Salary
|
| |
12 months
|
| |
$820,000
|
| |
24 months
|
| |
$1,640,000
|
|
|
Bonus
|
| |
2020 Guaranteed Bonus
|
| |
$820,000
|
| |
2 times the average amount of the gross bonus amounts earned over the prior 5 years of service
|
| |
$1,640,000
|
|
|
Life Insurance
|
| |
12 months
|
| |
$1,770
|
| |
12 months
|
| |
$1,770
|
|
|
Medical, Vision and Dental Insurance
|
| |
12 months
|
| |
$17,337
|
| |
12 months
|
| |
$17,337
|
|
|
2020 LTIP
|
| |
Next Tranche Vesting
|
| |
$366,667
|
| |
Accelerated Vesting
|
| |
$2,200,000
|
|
|
Profit Sharing and Matching Contributions
|
| |
__
|
| |
__
|
| |
12 months
|
| |
$45,450
|
|
|
Tax Preparation and Financial Counseling Services
|
| |
__
|
| |
__
|
| |
12 months
|
| |
$10,000
|
|
|
Car Allowance
|
| |
—
|
| |
—
|
| |
12 months
|
| |
$24,000
|
|
|
Total:
|
| |
$2,025,774
|
| |
Total:
|
| |
$5,578,557
|
|
|
Plan Category
|
| |
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
| |
(b)
Weighted-average exercise price of outstanding options, warrants and rights |
| |
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
|
Previously Approved by Stockholders: Stock Plan
|
| |
1,823,253(1)
|
| |
N/A(2)
|
| |
1,830,427(3)
|
|
|
Not Previously Approved by Stockholders:
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The amount shown under column (a) reflects the number of outstanding RSUs as of December 31, 2019, of which 892,173 were granted under the 2019 LTIP. 50% of the 2019 LTIP awards are time-based RSUs that are scheduled to vest ratably over a 3-year service period, with the balance being performance-based RSUs that are scheduled to cliff-vest in March 2022 at the completion of the 3-year performance period (i.e., 2019, 2020 and 2021), based on the average degree of the Company’s achievement of its performance targets over the 3 separately-measured 1-year performance periods. Under the 2019 TIP, 204,151 time-based RSUs were issued that are scheduled to vest ratably over a 2-year service period with 50% vesting on December 31, 2020 and 50% vesting on December 31, 2021.
|
(2)
|
The restricted stock units described under column (a) have no exercise price.
|
(3)
|
As of December 31, 2019, all of these shares remained available for issuance as awards of any kind permissible under the Stock Plan, including awards of restricted stock and restricted stock units.
|
|
Types of Fees
(USD in millions) |
| |
2019
|
| |
2018
|
|
|
Audit Fees
|
| |
$10.6
|
| |
$8.8
|
|
|
Audit-Related Fees
|
| |
$0.4
|
| |
$0.2
|
|
|
Tax Fees
|
| |
$0.5
|
| |
$0.6
|
|
|
All Other Fees
|
| |
—
|
| |
—
|
|
|
Total Fees
|
| |
$11.5
|
| |
$9.7
|
|
Q.
|
Why am I receiving these proxy materials?
|
A.
|
Our Board of Directors is providing this Proxy Statement and other materials to you in connection with the Company’s 2020 Annual Meeting. This Proxy Statement describes the matters proposed to be voted on at the 2020 Annual Meeting, including:
|
(1)
|
the election of directors;
|
(2)
|
the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020;
|
(3)
|
the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”); and
|
(4)
|
such other business as may properly come before the 2020 Annual Meeting.
|
Q.
|
Why did I receive a notice regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
|
A.
|
In accordance with SEC rules and regulations, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at our 2020 Annual Meeting, we are making the proxy materials and our 2019 Annual Report available to our stockholders on the Internet. On or about April 22, 2020, we are sending to our stockholders the Internet Notice.
|
Q.
|
How can I request paper copies of proxy materials?
|
A.
|
You will not receive a printed copy of the proxy materials unless you request them. There is no charge imposed by the Company for paper copies. To request paper copies, stockholders can: (i) go to www.proxyvote.com and follow the instructions; (ii) call 1-800-579-1639; or (iii) send an email to sendmaterial@proxyvote.com. If you request materials by email, send a blank email with your Control Number(s) that are located in the subject line of the Internet Notice. To facilitate timely delivery, please make your paper copy request no later than May 21, 2020.
|
Q.
|
When and where is the 2020 Annual Meeting?
|
A.
|
The 2020 Annual Meeting will be held at 10:00 a.m., Eastern Time, on Thursday, June 4, 2020, at Revlon’s Research Center at 2121 Route 27, Edison, New Jersey 08818. While we currently intend to hold our 2020 Annual Meeting in person at this location, we are actively monitoring the COVID-19 pandemic and we are sensitive to the health and travel concerns of our stockholders and the regulations, protocols and other requirements that federal, state and local governments have imposed, or may in the future impose, in response to the COVID-19 pandemic. Accordingly, under these circumstances, we may determine that it is not practicable to hold our 2020 Annual Meeting in person. If so, as soon as practicable (by means of a press release and/or on our website at https://investors.revlon.com/proxy-statements), we will announce alternative arrangements for the 2020 Annual Meeting, which may include holding a virtual meeting solely by means of remote communications at http://www.virtualshareholdermeeting.com/REV2020. If our 2020 Annual Meeting is held in a virtual meeting format at
|
Q.
|
What is the purpose of the 2020 Annual Meeting?
|
A.
|
At the 2020 Annual Meeting, the Company’s stockholders will act upon the following matters set forth in the Notice of Annual Stockholders’ Meeting:
|
•
|
the election of the following director nominees to the Company’s Board of Directors to serve until the next annual stockholders’ meeting and until such directors’ successors are elected and shall have been qualified: Ronald O. Perelman (Chairman), Ambassador Nicole Avant, E. Scott Beattie, Alan Bernikow, Kristin Dolan, Mitra Hormozi, Ceci Kurzman, Victor Nichols, Debra Perelman, Paul Savas, Barry F. Schwartz, Jonathan Schwartz and Cristiana Falcone Sorrell. If any nominee is unable or declines unexpectedly to stand for election as a director at the 2020 Annual Meeting, the Board of Directors may by resolution provide for a lesser number of directors or designate substitute nominees and proxies will be voted for any such substitute nominee;
|
•
|
the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020;
|
•
|
the non-binding, advisory approval of the Company’s executive compensation (“say-on-pay”); and
|
•
|
the transaction of such other business as may properly come before the 2020 Annual Meeting.
|
Q.
|
What are the voting recommendations of the Board?
|
A.
|
The Board recommends the following votes:
|
•
|
FOR each of the director nominees;
|
•
|
FOR the ratification of the Audit Committee’s selection of KPMG as the Company’s independent registered public accounting firm for 2020; and
|
•
|
FOR the non-binding, advisory approval of the Company’s executive compensation.
|
Q.
|
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
A.
|
Many holders of Revlon Common Stock hold such shares through a broker or other nominee (i.e., as a beneficial owner), rather than directly in their own name (i.e., as a stockholder of record). As summarized below, there are some distinctions between shares held of record and those owned beneficially.
|
•
|
Stockholder of Record. If your shares are registered in your name with the Company’s transfer agent, American Stock Transfer Company, as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date, you are considered the stockholder of record with respect to those shares, and the Company is making these proxy materials available, electronically or otherwise, directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to a third party, or to vote in person at the 2020 Annual Meeting. The Company has made available a proxy card or electronic voting that stockholders can use to vote.
|
•
|
Beneficial Owner. If your shares are held in a brokerage account or by another nominee as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date, you are considered the beneficial owner of shares held in “street name,” and the Company is making these proxy materials available, electronically or otherwise, to your broker, nominee or trustee. These intermediaries should forward these materials to you.
|
Q.
|
How do I vote?
|
A.
|
You may vote using one of the following methods:
|
•
|
Internet. To vote through the Internet, go to www.proxyvote.com and follow the steps on their secure website. You should have your Internet Notice or your proxy card available, as you will need to reference your assigned Control Number(s). You may vote on the Internet up until 11:59 p.m. Eastern Time on June 3, 2020, which is the day before the June 4, 2020 Annual Meeting. If you vote by the Internet, you do not need to return your proxy card, although you can use it later to change your Internet vote.
|
•
|
Telephone. You may vote by telephone by calling the toll-free number on your proxy card up until 11:59 p.m., Eastern Time, on June 3, 2020 and following the pre-recorded instructions. You should have your Internet Notice or your proxy card available when you call, as you will need to reference your assigned Control Number(s). If you vote by telephone, you do not need to return your proxy card, although you can use it later to change your telephone vote.
|
•
|
Mail. If you receive paper copies of the proxy materials by mail, you may vote by mail by marking your proxy card, dating and signing it, and returning it in the postage-prepaid envelope provided, or to Vote Processing (Revlon), c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You should return your completed proxy card so that Broadridge receives it prior to the closing of the voting polls for the June 4, 2020 Annual Meeting.
|
•
|
In Person. You may vote your shares in person by attending the 2020 Annual Meeting and submitting a valid proxy at the meeting. If you are a “registered owner” or “record holder” (i.e., you are listed as a stockholder on the books and records of our transfer agent), you may vote in person by submitting your proxy card or casting a ballot furnished by the Company at the 2020 Annual Meeting prior to the closing of the polls. If you are a “beneficial owner” (i.e., your shares are held by a nominee, such as a bank or broker or in “street name”), you may not vote your shares in person at the 2020 Annual Meeting unless you obtain and present to the Company an original legal proxy from your bank or broker authorizing you to vote the shares. Copies and “Requests for Admission” will not be accepted.
|
•
|
Voting, Generally. All shares that have been voted properly by an unrevoked proxy will be voted at the 2020 Annual Meeting in accordance with your instructions. In relation to how your proxy will be voted, see “How will my proxy be voted?” below.
|
Q.
|
How are broker non-votes counted?
|
A.
|
A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At the 2020 Annual Meeting, only Proposal No. 2 (Ratification of the Audit Committee’s selection of the Company’s independent registered public accounting firm) is considered a routine matter. Your broker will therefore not have discretion to vote on Proposal No. 1 (Election of Directors) or Proposal No. 3 (“say-on-pay”), which are “non-routine” matters, absent direction from you, and such broker non-votes will have no effect on the approval of these proposals.
|
Q.
|
Who can vote?
|
A.
|
The only stockholders who are entitled to vote are: (1) stockholders of record of Revlon Common Stock (which is the only outstanding class of the Company’s voting capital stock) at 5:00 p.m., Eastern Time, on April 8, 2020, the record date for the 2020 Annual Meeting; and (2) those who have been granted and present an original, signed, valid legal proxy in appropriate form from a holder of record of Revlon Common Stock as of 5:00 p.m., Eastern Time, on April 8, 2020. Each share of Revlon Common Stock is entitled to one vote.
|
Q.
|
How will my proxy be voted?
|
A.
|
When properly submitted to us, and not revoked by you, your proxy will be voted in accordance with your instructions. If you sign and return your proxy card without indicating how you would like your shares to be voted,
|
Q.
|
Can I change or revoke my vote?
|
A.
|
Yes. If you are a stockholder of record, you can change or revoke your vote at any time before it is voted at the 2020 Annual Meeting by:
|
•
|
executing and delivering a proxy bearing a later date, which must be received by the Company’s Secretary at One New York Plaza, 50th Floor, New York, NY 10004, Attention: Michael T. Sheehan or via email at michael.sheehan@revlon.com, before the original proxy is voted at the 2020 Annual Meeting;
|
•
|
filing a written revocation or written notice of change, as the case may be, which must be received by the Company’s Secretary, before the original proxy is voted at the 2020 Annual Meeting; or
|
•
|
attending the 2020 Annual Meeting and voting in person.
|
Q.
|
What if I am a participant in the Revlon 401(k) Plan?
|
A.
|
This Proxy Statement is being furnished to you if Revlon Common Stock is allocated to your account within the 401(k) Plan. The trustee of the 401(k) Plan, as the record holder of the Company’s shares held in the 401(k) Plan, will vote the shares allocated to your account under the 401(k) Plan in accordance with your instructions. If the trustee of the 401(k) Plan does not otherwise receive voting instructions for shares allocated to your 401(k) Plan Account, the trustee, in accordance with the 401(k) Plan trust agreement, will vote any such shares in the same proportion as it votes those shares allocated to 401(k) Plan participants’ accounts for which voting instructions were received by the trustee.
|
Q.
|
Who can attend the 2020 Annual Meeting?
|
A.
|
Anyone who was a stockholder of the Company as of 5:00 p.m., Eastern Time, on April 8, 2020, the record date for the 2020 Annual Meeting, and who provides the necessary identification materials referred to earlier in this Proxy Statement may attend the 2020 Annual Meeting. Directions to the location of the 2020 Annual Meeting are available on various Internet travel sites, or you may seek assistance from the Company when pre-registering.
|
•
|
If you were a stockholder of record on the April 8, 2020 record date, check the appropriate box on the proxy card indicating that you plan on attending the 2020 Annual Meeting. If you vote on the Internet, please indicate that you will attend the 2020 Annual Meeting when prompted during the voting process. Please present at the 2020 Annual Meeting a government-issued form of picture identification, such as a driver’s license or passport.
|
•
|
To be admitted to the 2020 Annual Meeting if you are a beneficial owner whose shares are held in a brokerage account or by another nominee, please present at the 2020 Annual Meeting a government-issued form of picture identification, such as a driver’s license or passport, as well as original proof of your ownership of shares of Revlon Common Stock as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date. As noted, you will need to present original evidence of your stock ownership, such as an original of a legal proxy from your bank or broker or your brokerage account statement, demonstrating that you held shares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date. “Requests for Admission” will not be accepted. If you did not already return it to your bank or broker, you must also present an original voting instruction form issued by your bank or broker, demonstrating that you held shares of Revlon Common Stock in your account as of 5:00 p.m., Eastern Time, on the April 8, 2020 record date.
|
Q.
|
Should I pre-register for the 2020 Annual Meeting?
|
A.
|
In order to expedite the admission registration process required for you to enter the 2020 Annual Meeting, we encourage stockholders to pre-register by phone. Stockholders should pre-register by calling Kassi Mettler, Legal Assistant, at (925) 808-5802, Monday through Friday from 9:00 a.m. through 5:00 p.m., Eastern Time, up until 10:00 a.m., Eastern Time, on Wednesday, June 3, 2020 (the day prior to the 2020 Annual Meeting). Stockholders pre-registering by phone will be admitted to the 2020 Annual Meeting by presenting a government-issued picture identification and, if your shares are held in a brokerage account or by another nominee, original evidence of your ownership of shares of Revlon Common Stock as of the April 8, 2020 record date.
|
Q.
|
Can I bring a guest to the 2020 Annual Meeting?
|
A.
|
Yes. If you plan to bring a guest to the 2020 Annual Meeting, please provide us with advance notice of that pursuant to the pre-registration procedures noted above. When you go through the registration area at the 2020 Annual Meeting, please be sure your guest is with you. Guests must also present a government-issued picture identification to gain access to the 2020 Annual Meeting. We reserve the right to limit guest attendance due to space limitations.
|
Q.
|
Can I still attend the 2020 Annual Meeting if I have previously voted or returned my proxy?
|
A.
|
Yes. Attending the 2020 Annual Meeting does not revoke a previously submitted valid proxy. See, “Can I Change or Revoke My Vote?” above.
|
Q.
|
What shares are covered by my proxy card or electronic voting form?
|
A.
|
The shares covered by your proxy card or electronic voting form represent all of the shares of Revlon Common Stock that you own in the account referenced on the proxy card. Any shares that may be held for your account by the 401(k) Plan or another account will be represented on a separate proxy card and/or by a separate Control Number.
|
Q.
|
What does it mean if I get more than one proxy card?
|
A.
|
It means you have multiple accounts at our transfer agent and/or with banks or stockbrokers. Please vote all of your shares.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Michael T. Sheehan
|
|
| |
Senior Vice President, Deputy General Counsel & Secretary
|
|
| |
New York, New York
|
|
| |
April 22, 2020
|
I.
|
STATEMENT OF PRINCIPLES
|
II.
|
DELEGATION
|
III.
|
AUDIT SERVICES
|
IV.
|
AUDIT-RELATED SERVICES
|
V.
|
TAX SERVICES
|
VI.
|
ALL OTHER SERVICES
|
VII.
|
PROHIBITED SERVICES
|
VIII.
|
PRE-APPROVAL FEE LEVELS
|
IX.
|
PROCEDURES
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre-Approved Audit Services:
$250,000 |
| |||
|
1.
|
| |
Statutory audits or financial audits for subsidiaries of the Company
|
| |||
|
2.
|
| |
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in
responding to SEC comment letters
|
| |||
|
3.
|
| |
Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC,
FASB, or other regulatory or standard setting bodies
|
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre-Approved Audit-Related Services:
$200,000 |
| |||
|
1.
|
| |
Due diligence services pertaining to potential business acquisitions/dispositions
|
| |||
|
2.
|
| |
Financial statement audits of employee benefit plans
|
| |||
|
3.
|
| |
Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters
|
| |||
|
4.
|
| |
Attest services and internal control reviews not required by statute or regulation
|
| |||
|
5.
|
| |
Audit work in connection with liquidations and contract terminations; legal entity dissolution/restructuring assistance; and inventory audits
|
|
|
Service
|
| |
Total Pre-Approved
Annual Fees for Pre- Approved Tax Services: $675,000 |
| |||
|
1.
|
| |
U.S. federal, state and local tax compliance, including, without limitation,
review of income, franchise and other tax returns
|
| |||
|
2.
|
| |
International tax compliance, including, without limitation, review of income,
franchise and other tax returns
|
| |||
|
3.
|
| |
U.S. federal, state and local tax advice, including, without limitation, general
tax advisory services
|
| |||
|
4.
|
| |
International tax advice, including, without limitation, intercompany pricing and advanced pricing agreement services, general tax advisory services and
tax audits and appeals services
|
|
|
Service
|
| |
Total Pre-Approved Annual Fees for Pre-Approved All Other Services:
$35,000 per project |
|
|
All Other Services approved by the Chairman of the Audit Committee pursuant to Section II of this policy, provided that the independent auditor complies with any applicable rules and requirements of this Policy to document the services to the Audit Committee and to discuss such services with the Audit Committee (and in each case excluding Audit Services described in Section III and prohibited
services described in Section VII).
|
|
I.
|
PROHIBITED NON-AUDIT SERVICES
|
■
|
Bookkeeping or other services related to the accounting records or financial statements of the audit client
|
■
|
Financial information systems design and implementation*
|
■
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
|
■
|
Actuarial services*
|
■
|
Internal audit outsourcing services*
|
■
|
Management functions
|
■
|
Human resources
|
■
|
Broker-dealer, investment adviser or investment banking services
|
■
|
Legal services
|
■
|
Expert services unrelated to the audit
|
II.
|
PROHIBITED TAX SERVICES
|
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