Revolve Group (RVLV) shareholders elect board, ratify KPMG and back pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Revolve Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 5, 2026. Stockholders elected directors Michael Karanikolas, Michael Mente, Melanie Cox, Erinn Murphy, and Oana Ruxandra to serve until the 2027 annual meeting.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 338,397,093 votes in favor. In addition, they approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for KPMG LLP: 338,397,093 votes Votes for say-on-pay: 336,186,150 votes Votes against say-on-pay: 778,966 votes +4 more

7 metrics

Votes for KPMG LLP 338,397,093 votes Ratification as independent registered public accounting firm for 2026

Votes for say-on-pay 336,186,150 votes Advisory approval of named executive officer compensation

Votes against say-on-pay 778,966 votes Advisory vote on executive compensation

Broker non-votes on say-on-pay 1,684,428 votes Advisory vote on executive compensation

Votes for Erinn Murphy 336,522,529 votes Election to board of directors until 2027 annual meeting

Votes for Melanie Cox 334,558,128 votes Election to board of directors until 2027 annual meeting

Votes for Michael Karanikolas 313,339,669 votes Election to board of directors until 2027 annual meeting

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis

3 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

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Understanding 8-K Material Events →

06/09/2026 - 04:30 PM

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): June 5, 2026

REVOLVE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38927	46-1640160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12889 Moore Street Cerritos, California		90703
(Address of Principal Executive Offices)		(Zip Code)

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Class A Common Stock, par value $0.001 per share	RVLV	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Three 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 24, 2026. 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 2027 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	313,339,669	23,722,630	1,684,428
Michael Mente	314,502,738	22,559,561	1,684,428
Melanie Cox	334,558,128	2,504,171	1,684,428
Erinn Murphy	336,522,529	539,770	1,684,428
Oana Ruxandra	336,348,160	714,139	1,684,428

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, 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes
338,397,093	260,657	88,977	—

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
336,186,150	778,966	97,183	1,684,428

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 9, 2026	By:	/s/ JESSE TIMMERMANS
		Jesse Timmermans
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What happened at Revolve Group (RVLV) 2026 Annual Meeting?

Revolve Group held its 2026 Annual Meeting of Stockholders on June 5, 2026. Shareholders elected five directors, ratified KPMG LLP as auditor for 2026, and approved on a non-binding basis the compensation of the company’s named executive officers.

Which directors were elected at Revolve Group (RVLV) 2026 meeting?

Shareholders elected Michael Karanikolas, Michael Mente, Melanie Cox, Erinn Murphy, and Oana Ruxandra. Each will serve on the board until the 2027 annual meeting or until a successor is elected and qualified, or earlier death, resignation, or removal.

Did Revolve Group (RVLV) shareholders ratify the 2026 auditor?

Yes, shareholders ratified KPMG LLP as Revolve Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 338,397,093 votes for, 260,657 against, 88,977 abstentions, and no broker non-votes reported on this proposal.

How did Revolve Group (RVLV) shareholders vote on executive compensation?

Shareholders approved, on a non-binding advisory basis, the compensation of Revolve Group’s named executive officers, with 336,186,150 votes for, 778,966 against, 97,183 abstentions, and 1,684,428 broker non-votes recorded on this advisory say-on-pay proposal.

When will the newly elected Revolve Group (RVLV) directors serve until?

Each elected director will serve until the 2027 annual meeting of stockholders. Their service continues until a successor is duly elected and qualified, or until earlier death, resignation, or removal as provided under the company’s governance framework.

Filing Exhibits & Attachments

1 document