Revolve Group Files 8-K with Corporate Updates
Ticker: RVLV · Form: 8-K · Filed: 2024-06-10T00:00:00.000Z
Sentiment: neutral
Topics: corporate-governance, filing, bylaws
TL;DR
REVOLVE filed an 8-K on June 7th, expect corporate updates soon.
AI Summary
Revolve Group, Inc. filed an 8-K on June 10, 2024, reporting events that occurred on June 7, 2024. The filing indicates changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 12889 Moore Street, Cerritos, California.
Why It Matters
This filing signals potential changes in Revolve Group's corporate structure or governance, which could impact its operational direction and shareholder rights.
Risk Assessment
Risk Level: low — This is a routine corporate filing detailing procedural events and not indicating any immediate financial distress or significant operational shifts.
Key Players & Entities
- Revolve Group, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- 12889 Moore Street, Cerritos, California 90703 (address) — Principal Executive Offices
- June 7, 2024 (date) — Date of earliest event reported
- June 10, 2024 (date) — Date of Report
FAQ
What specific amendments were made to Revolve Group's Articles of Incorporation or Bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in this summary of the 8-K.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
What financial statements and exhibits are included with this filing?
The filing mentions the submission of financial statements and exhibits, but their specific content is not described in this excerpt.
When did Revolve Group, Inc. change its name from Revolve Group, LLC?
The date of the name change from Revolve Group, LLC to Revolve Group, Inc. was October 15, 2018.
What is Revolve Group's fiscal year end?
Revolve Group's fiscal year ends on December 31st.
Filing Stats: 868 words · 3 min read · ~3 pages · Grade level 11.7 · Accepted 2024-06-10 16:15:11
Key Financial Figures
- $0.001 — ered: Class A Common Stock, par value $0.001 per share RVLV New York Stock Excha
Filing Documents
- rvlv-20240607.htm (8-K) — 79KB
- rvlv-ex3_1.htm (EX-3.1) — 7KB
- 0000950170-24-071304.txt ( ) — 209KB
- rvlv-20240607.xsd (EX-101.SCH) — 30KB
- rvlv-20240607_htm.xml (XML) — 5KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 below, Revolve Group, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on June 7, 2024. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's certificate of incorporation to limit the liability of certain officers of the Company in specific circumstances as permitted by Delaware law. The amendment was filed with the office of the Secretary of State of the State of Delaware on June 7, 2024, and became effective as of that date. The foregoing description of the amendment to the Company's certificate of incorporation is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference in this Item 5.03.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 7, 2024, the Company held the Annual Meeting. Four 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 26, 2024. 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 2025 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 342,435,115 14,823,483 1,553,093 Michael Mente 342,463,361 14,795,237 1,553,093 Melanie Cox 355,635,471 1,634,788 1,541,432 Jennifer Baxter Moser 357,027,867 242,392 1,541,432 Oana Ruxandra 356,769,856 500,403 1,541,432 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, 2024. Votes For Votes Against Abstentions Broker Non-Votes 358,654,582 137,712 19,398 — 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 356,588,048 659,466 22,745 1,541,432 Proposal No. 4: Amendment to Certificate of Incorporation Based on the votes set forth below, the stockholders a
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of Revolve Group, Inc., as filed with the Secretary of State of the State of Delaware on June 7, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
SIGNATURES
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 10, 2024 By: /s/ JESSE TIMMERMANS Jesse Timmermans Chief Financial Officer 4