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): August 11, 2020

REVOLVE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 2.02    Results of Operations and Financial Condition.

On August 12, 2020, Revolve Group, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

The information included in Item 2.02 of this Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

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

Due to the COVID-19 pandemic, the Company’s Board of Directors (the “Board”) previously approved a voluntary reduction to each named executive officer’s annual base salary ranging from 50% to 99%, effective as of April 12, 2020 and until further notice. On August 11, 2020, in light of improved clarity of the impact of the COVID-19 pandemic on the Company’s business and financial position, the Board approved the reinstatement of each of the Company’s named executive officer’s annual base salary to the full amount payable immediately prior to the reductions. The reinstated base salary for each named executive officer is effective as of August 16, 2020 and set forth below:

All other elements of the named executive officers’ current compensation arrangements remain unchanged.

Item 8.01    Other Events.

On August 11, 2020, the Board approved resuming payment of all cash compensation payable to Marc Stolzman and Melanie Cox under the Company’s Outside Director Compensation Policy, effective as of August 16, 2020. Mr. Stolzman and Ms. Cox had been voluntarily forgoing such compensation due to the COVID-19 pandemic.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

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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 thereunto duly authorized.

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