Revolve Group Inc
For the period ended Jun 6, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 6, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantx
Filed by a party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a‑12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be held at 11:00 a.m. Pacific Time on Friday, June 6, 2025
Dear Fellow Stockholders:
We are pleased to invite you to attend the 2025 annual meeting of stockholders of Revolve Group, Inc., or REVOLVE, to be held on Friday, June 6, 2025 at 11:00 a.m. Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.proxydocs.com/RVLV, where you will be able to register in advance to access and listen to the meeting live, submit questions and vote online.
We are holding the annual meeting, as more fully described in the accompanying proxy statement, to act upon the following matters:
to elect as directors the five nominees named in the accompanying proxy statement;
to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our current fiscal year ending December 31, 2025;
to approve, on a non-binding advisory basis, the compensation of our named executive officers; and
to transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.
Our board of directors has fixed the close of business on April 11, 2025 as the record date for the annual meeting. Only stockholders of record as of the close of business on April 11, 2025 are entitled to notice of and to vote at the annual meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to Be Held on Friday, June 6, 2025. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote and includes instructions on how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.proxydocs.com/RVLV, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares at the annual meeting.
We appreciate your continued support of REVOLVE.
| By order of the Board of Directors, | |
|---|---|
| Mike KaranikolasCo-Founder and Co-Chief Executive Officer | Michael MenteCo-Founder and Co-Chief Executive Officer |
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 9 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| AUDIT COMMITTEE REPORT | 20 |
| PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 21 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS | 23 |
| COMPENSATION COMMITTEE REPORT | 34 |
| EXECUTIVE COMPENSATION TABLES | 35 |
| EQUITY COMPENSATION PLAN INFORMATION | 45 |
| CORPORATE RESPONSIBILITY HIGHLIGHTS | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 49 |
| RELATED PERSON TRANSACTIONS | 51 |
| OTHER MATTERS | 53 |
| PROXY CARD | P1 |
i
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
to be held on Friday, June 6, 2025 at 11:00 a.m. Pacific Time
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.