Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2022, the board of directors (the "Board") of Revolve Group, Inc.
(the "Company") appointed Oana Ruxandra to serve as a member of the Board,
effective immediately. The Board also appointed Ms. Ruxandra to serve as a
member of the Audit Committee and the Compensation Committee.
Ms. Ruxandra has served as chief digital officer and executive vice president of
business development for Warner Music Group since June 2019. In such capacity,
Ms. Ruxandra oversees global digital partnerships and negotiations with a focus
on exploring new forms of commercial innovation and creating new digital revenue
opportunities. Ms. Ruxandra previously served as Warner Music Group's chief
acquisition officer and executive vice president, new business channels from
December 2018 to June 2019, and prior to that she served as senior vice
president of digital strategy and partnerships at Universal Music Group from
2016 to December 2018. Prior to Universal Music Group, Ms. Ruxandra held various
digital strategy and business development positions at Warner Music Group, and
prior to that she worked in the financial industry at firms such as BlackRock
and Constellation Capital Management. Ms. Ruxandra received her B.A. in
economics and political science from Columbia University and her M.B.A. from The
Wharton School at the University of Pennsylvania. The Board believes that Ms.
Ruxandra's experience as a business development and digital strategy executive
qualifies her to serve on the Board.
Ms. Ruxandra will be entitled to receive cash and equity compensation under the
Company's outside director compensation policy, which is described in the
section of the Company's definitive proxy statement on Schedule 14A titled
"Board of Directors and Corporate Governance-Outside Director Compensation
Policy," filed with the SEC on April 29, 2021.
There are currently no agreements, arrangements or understandings between Ms.
Ruxandra and any other person pursuant to which Ms. Ruxandra was appointed to
serve as a member of the Board. There are currently no transactions in which Ms.
Ruxandra has an interest requiring disclosure under Item 404(a) of Regulation
S-K as promulgated under the Securities Exchange Act of 1934, as amended.
In addition, on January 13, 2022, Hadley Mullin submitted her resignation from
the Board, the Audit Committee and the Compensation Committee effective upon Ms.
Ruxandra's appointment to the Board. In submitting her resignation, Ms. Mullin
did not express any disagreement on any matter relating to the Company's
operations, policies or practices.
On January 18, 2022, the Company issued a press release announcing the
appointment of Ms. Ruxandra to the Board, which is attached as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 18, 2022
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