Delaware

33-59650

13-3662953

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

237 Park Avenue

New York, New York

10017

(Address of Principal Executive Offices)

(Zip Code)

Item 5.02.      Appointment of Certain Officers; Election of Directors; Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

1.

5.02(b). Retirement of Robert Kretzman as Executive Vice President and Chief Administrative Officer.  On July 30, 2013, Robert Kretzman, Executive Vice President and Chief Administrative Officer of Revlon Consumer Products Corporation (the “Company”), advised the Company that he will be retiring on September 30, 2013, after a 25-year career at the Company.

2.

5.02(c). Election of Lawrence Alletto as Executive Vice President, Chief Financial Officer and Chief Administrative Officer.  On July 30, 2013, Revlon, Inc.’s Board of Directors elected Lawrence Alletto as Executive Vice President and Chief Financial Officer, effective upon his commencement date, which is expected to occur no later than October 31, 2013, and as Chief Administrative Officer, effective following his commencement date and Mr. Kretzman’s retirement.  Mr. Alletto’s election as Chief Financial Officer fills the vacancy in that position created by the resignation of the Company’s former Chief Financial Officer, as previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on June 19, 2013.

Mr. Alletto (48) served since 1993 as Managing Director, JPMorgan Chase & Co. (and its predecessor firms), Investment Banking Department, and since 2009, as the Global Head of Financial Sponsors Group.  Previously, Mr. Alletto served as Managing Director, Chemical Bank (and its predecessor firms), from 1990 – 1993, following other positions of employment in the finance sector.

The Company entered into an employment agreement with Mr. Alletto, which, among other things, provides that Mr. Alletto will serve as the Company's Executive Vice President, Chief Financial Officer and Chief Administrative Officer, as of the effective dates set forth above, at an annual base salary of not less than $765,000, with a target bonus of 75% of his base salary with the possibility of exceeding such amount based upon over-achievement of the Company's objectives.  Mr. Alletto’s 2013 target bonus will be guaranteed and he will also receive a grant of 120,000 restricted shares of Revlon, Inc. Class A common stock which will vest on a pro rata basis over 3 years until fully vested, including after any termination other than for cause.

During his period of employment with the Company, Mr. Alletto is eligible to participate in the Company's annual long-term incentive compensation plan (“LTIP”) program, subject to Compensation Committee approval.  In connection with his commencement of employment, the Compensation Committee approved a 2013 LTIP grant in the amount of $500,000, which shall not be pro-rated for 2013 and would be payable in March 2016, to the extent the objectives under the Company’s LTIP Program have been achieved and otherwise subject to the terms of the LTIP Program and the Revlon Executive Incentive Compensation Plan (the “Incentive Compensation Plan”).  In addition, the Compensation Committee approved two additional, one-time LTIP grants for Mr. Alletto in the amount of $500,000 each.  The 2013 supplemental grant would be payable in March 2014 and is guaranteed at target.  The 2013/2014 supplemental award would be payable in March 2015 to the extent the objectives under the Company’s LTIP Program for 2013 and 2014 have been achieved.  Each of these LTIP awards shall be otherwise subject to the terms of the LTIP Program and the Incentive Compensation Plan.  The term of Mr. Alletto’s employment agreement is indefinite.  Mr. Alletto is entitled to participate in other benefit plans generally made available to the Company's other senior executives at his level.  Upon any "change of control," the term of Mr. Alletto’s employment agreement would be extended for 24 months and if, within such period, Mr. Alletto terminated his employment for ‘‘good reason’’ or if the Company terminated his employment other than for ‘‘cause,’’ he would receive: (i) two times the sum of (a) his base salary and (b) his average gross bonus earned over the previous five years; (ii) 24 months' continuation of fringe benefits; and (iii) all of his unvested restricted shares would immediately vest.

Mr. Alletto does not have any family relationships with any of the Company's directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.  Mr. Alletto’s former employer, JPMorgan Bank, N.A., serves as trustee and record keeper of the Company’s 401(k) plan, in the ordinary course of business and on arm’s length terms.

REVLON CONSUMER PRODUCTS CORPORATION

/s/ Lauren Goldberg

Lauren Goldberg

Executive Vice President and General Counsel

Date: July 31, 2013