Revolution Beauty reappoints board despite AGM vote

Nearly 75% of shareholders, including Boohoo, voted against the re-election of chief executive Bob Holt, chief financial officer Elizabeth Lake and the 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.

Maguire is the founding CEO of strategic advisory company Arko Iris and has held roles at the London Stock Exchange.

Eatough is the founder of Proxima Group, which was recently acquired by Bain & Co.

As a result of the AGM, Revolution announced that the suspension of trading in its shares will be lifted on June 28.

The company will proceed to call a general meeting of shareholders requisitioned by Boohoo, which is expected to be held in late July or early August.

Boohoo statement

Following the AGM, Boohoo said: “Boohoo fails to see how such a board can claim to be acting in the best interests of shareholders and is instead self-serving, as demonstrated by its actions over the last 24 hours. This will likely result in significant remuneration and share awards for members of a self-elected board at the lifting of the suspension of trading in its shares, which Boohoo was pleased to hear is imminent.

“It is notable that at no point did the remuneration committee seek prior shareholder consultation, or approval in relation to these awards, again contravening best practice in relation to corporate governance.

“Boohoo remains supportive of a lifting of the suspension, but not at the expense of doing so with a board that has proven to behave inappropriately.

”Boohoo calls on the board to convene the requisitioned general meeting of Revolution Beauty proposing to remove Bob Holt, Elizabeth Lake and Derek Zissman and to appoint Alistair McGeorge and Neil Catto as directors without further delay and not to resort to further attempts to obstruct shareholders and adjourn that meeting, once convened.

”Boohoo remains committed to wholesale board changes at Revolution Beauty and the appointment of a new, majority-independent board with the right balance of skills and experience, and believes that it is of paramount importance that the future board of directors of Revolution Beauty have direct and relevant experience of dealing with its customers.”