Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Compensation for Named Executive Officers
OnApril 7, 2020 , the Board of Directors (the "Board") ofRevolve Group, Inc. (the "Company"), in consultation with each ofMike Karanikolas , Co-Chief Executive Officer,Michael Mente , Co-Chief Executive Officer,David Pujades , Chief Operating Officer, andJesse Timmermans , Chief Financial Officer, being the Company's named executive officers, approved a voluntary reduction to each named executive officer's annual base salary until further notice in light of the COVID-19 pandemic. The new base salary for each named executive officer is effective as ofApril 12, 2020 and is set forth below:
•
•Mr. Mente's annual base salary was reduced by more than 99% to$1 • Mr. Pujades's annual base salary was reduced by 50% to$233,730 •Mr. Timmermans's annual base salary was reduced by 50% to$192,500
All other elements of the named executive officers' current compensation arrangements remain unchanged.
Item 7.01 Regulation FD Disclosure.
The COVID-19 pandemic has had a materially negative impact on the Company's net sales starting in the second week of March coincident with the escalation of the COVID-19 outbreak inthe United States and elsewhere. After increasing more than 20% year-over-year in January andFebruary 2020 on a combined basis, net sales in recent weeks have declined significantly year-over-year. As a result, the Company is taking several additional measures in response to the current business environment in relation to the COVID-19 pandemic, including:
• reducing salaries for senior management (other than executive officers
as described above) by 35% to 45%;
• reducing corporate staff overhead through furloughs or layoffs of
approximately 40% of the existing corporate headcount;
• a combination of salary and wage reductions for the remainder of the
Company's corporate employees; • reducing fulfillment, selling and distribution costs through a reduction in hours;
• lowering operating costs and eliminating non-essential items;
• reducing capital expenditures by delaying or cancelling select projects;
• reducing planned inventory receipts by cancelling or delaying orders; and
• extending payment terms for both merchandise and non-merchandise
vendor invoices. To support individuals impacted by the furloughs and layoffs, the Company has provided information regarding unemployment benefits and the government-sponsored assistance programs under the CARES Act. The Company will also continue to provide health benefits for furloughed employees throughJuly 31, 2020 . Furthermore, directorMarc Stolzman , chairperson of the audit committee and member of the compensation committee, will forgo cash compensation under the Company's outside director compensation policy and directorsHadley Mullin andJennifer Baxter Moser will continue to forgo all compensation under the Company's outside director compensation policy. The information which the registrant furnished in Item 7.01 of this report is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with theSecurities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing. 1
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