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Form 8-K Revolve Group, Inc. For: Jun 05

June 9, 2026 4:30 PM
false000174661800017466182026-06-052026-06-05

 

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 5, 2026

 

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Three proposals were submitted to the Company’s stockholders at the Annual Meeting, 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 24, 2026. The final voting results were as follows:

 

Proposal No. 1: Election of Directors

Based on the votes set forth below, the stockholders elected the individuals listed below as directors to serve on the Board of Directors of the Company, each to serve until the 2027 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.

 

Name

Votes For

Votes Withheld

Broker Non-Votes

Michael Karanikolas

313,339,669

 

23,722,630

 

1,684,428

Michael Mente

314,502,738

 

22,559,561

 

1,684,428

Melanie Cox

334,558,128

 

2,504,171

 

1,684,428

Erinn Murphy

336,522,529

 

539,770

 

1,684,428

Oana Ruxandra

336,348,160

 

714,139

 

1,684,428

 

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Based on the votes set forth below, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

338,397,093

 

260,657

 

88,977

 

 

Proposal No. 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers

Based on the votes set forth below, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

336,186,150

 

778,966

 

97,183

 

1,684,428

 

2


 

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 hereunto duly authorized.

 

REVOLVE GROUP, INC.

Date: June 9, 2026

By:

/s/ JESSE TIMMERMANS

Jesse Timmermans

Chief Financial Officer

 

 

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