0001479290FALSE00014792902024-01-312024-01-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): January 31, 2024
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| Revance Therapeutics, Inc. |
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(Exact name of registrant as specified in its charter) |
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| Delaware |
001-36297 |
77-0551645 |
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203
(Address of principal executive offices and zip code)
(615) 724-7755
(Registrant’s telephone number, including area code)
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| 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 Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
RVNC |
Nasdaq Global Market |
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) Compensatory Arrangements of Principal Executive Officer, Principal Financial Officer and Named Executive Officers
2024 Bonus Program Information
On January 31, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Revance Therapeutics, Inc. (the “Company”) approved the following components of the 2024 Bonus Program and equity mix for the Company’s executive officers. The cash bonus for the Company’s Chief Executive Officer, Mark Foley, will be based on the achievement of the 2024 corporate goals (100% weighting). For each of the other executive officers, the bonus will be based on achievement of corporate goals, subject to a modifier for individual performance that may increase or decrease the total bonus payout. An executive officer’s actual bonuses for fiscal year 2024 may exceed 100% of the executive’s 2024 target bonus percentage in the event performance exceeds the predetermined goals and/or upon the achievement of other specified goals, including stretch goals, or due to individual performance (other than for Mr. Foley). Payment of bonuses to the Company’s executive officers under the 2024 Bonus Program and the actual amount of such bonus, if any, are at the discretion of the Committee.
Target performance bonus percentages for fiscal year 2024 for the Company’s named executive officers are set forth below and expressed as a percentage of the corresponding 2024 annual base salary.
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| Name |
2024 Target Bonus Percentage |
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Mark J. Foley
Chief Executive Officer
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75% |
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Tobin C. Schilke
Chief Financial Officer
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55% |
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Dwight Moxie
Senior Vice President, General Counsel & Corporate Secretary
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50% |
The Committee also approved 2024 target equity award values and award mix for the named executive officers. Mr. Foley’s target equity award mix will be comprised 100% of performance stock units. All other named executive officers’ target equity award mix will be split evenly between performance stock units and restricted stock units.
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.
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| Date: |
February 6, 2024 |
Revance Therapeutics, Inc. |
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By: |
/s/ Tobin C. Schilke |
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Tobin C. Schilke |
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Chief Financial Officer |
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