Boohoo has accused Revolution Beauty of a “lack of transparency” for hiding the terms of its free share awards in its annual report and has set out a list of demands for the beauty brand’s management team. 


Majority shareholder Boohoo has accused Revolution Beauty of a lack of transparency

Majority shareholder Boohoo alleged that a free share awards announcement made yesterday, which allowed directors Bob Holt and Elizabeth Lake and 16 other members of the Revolution Beauty management team nil-cost share option awards, was not made clear or approved. 

The retailer said that, despite diluting Revolution’s existing shareholders by 3.4%, the move was “five sentences hidden in its annual report” and had not been referred to prior to the announcement yesterday morning.

Boohoo also set out a list of demands for the beauty brand’s management team, asking that it publish the terms of the free share awards granted to Revolution chief executive Holt and chief financial officer Lake, along with the awards letters issued, and that it publicly confirms the proposed terms of grant of the awards following Boohoo’s announcement of its intention to vote against the two directors’ appointments. 

The retailer said in a statement on the London Stock Exchange today (June 29): “Despite the free share awards having a dilutive impact of 3.4% on existing Revolution Beauty shareholders, they were not consulted on the free share awards, did not approve its terms, nor approve the appointment of its two main beneficiaries as directors.

“Those main beneficiaries, Bob Holt and Elizabeth Lake, have only served very short tenures of eight and 13 months respectively and, based on the closing price of Revolution Beauty yesterday, received approximately £2.1m of free share awards, notwithstanding shareholders voting to remove them from office by an overwhelming majority.

“The only disclosure Revolution Beauty has made around the terms of the free share awards prior to today’s announcement is five sentences hidden in its annual report for the period ended February 28, 2022, published on May 26, 2023.

“They were not referred to in any public announcement prior to yesterday morning. This all demonstrates a lack of transparency and actions which are self-serving and not in the best interests of shareholders.”

The announcement follows Revolution’s reappointment of three board members at its annual general meeting on Tuesday, despite a majority vote to remove them

Nearly 75% of shareholders, including Boohoo, were against the re-election of Holt, Lake and chair Derek Zissman, leaving Jeremy Schwartz as the beauty retailer’s sole director.

As the number of directors fell below the minimum requirement of three, Schwartz then appointed Rachel Maguire and Matthew Eatough as directors.

The three independent directors then reappointed Holt, Zissman and Lake to the board to continue their roles.