Document

DEF 14A 1 rvncfy21proxystatementdef1.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14A
			Proxy Statement Pursuant to Section 14(a) of the
			Securities Exchange Act of 1934
			(Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12



Revance Therapeutics, Inc.
			(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box)

ý No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11.

LETTER FROM CHAIRMAN OF THE BOARD

Dear Fellow Stockholders:

On behalf of the Board of Directors (the “Board”), I want to thank you for your support of Revance Therapeutics, Inc. (the "Company" or "Revance") and for the confidence you place in this Board to oversee your interests in our Company.

2021 was a year that tested our resolve and proved our strength and resilience as an organization. We entered the year prepared to scale our commercial growth against the backdrop of a prolonged pandemic environment spurred by new COVID-19 variants and the deferred action of the Prescription Drug User Fee Act ("PDUFA") date for our next-generation neuromodulator product, DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. We faced another hurdle later in the year when we received a complete response letter (the “CRL”) from the U.S. Food and Drug Administration (the “FDA”) regarding our biologics license application (“BLA”) for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines due to deficiencies related to the FDA’s onsite inspection of our manufacturing facility. Despite these challenges, we delivered a very successful year of commercial results with our RHA® Collection in addition to meaningful regulatory progress on our BLA for DaxibotulinumtoxinA for Injection for the treatment of glabellar lines. On top of these results, we also advanced our therapeutics opportunity by completing the Phase 3 clinical program for DaxibotulinumtoxinA for Injection for the treatment of cervical dystonia – marking our second completed Phase 3 program for our lead drug product, and the Phase 2 clinical program for adult upper limb spasticity.

Since our Type A meeting with the FDA in December of last year regarding the CRL, our technical operations, clinical and regulatory teams worked tirelessly to prepare the resubmission of our BLA for DaxibotulinumtoxinA for Injection for glabellar lines. As a result of their efforts, we were very pleased to be able to resubmit our BLA within three months of our Type A meeting with the FDA. We will continue to engage with the FDA to advance our regulatory path and remain as committed as ever to bring DaxibotulinumtoxinA for Injection to the market, which would provide patients and physicians the benefit of our long-lasting neuromodulator across aesthetic and therapeutic indications.

I’m also proud of the progress we have made in our long-term commitment to being a sustainable and responsible business. Over the past year, we have taken steps to strengthen our corporate governance, align executive compensation with Company performance and enhance our people and diversity and inclusion initiatives, all to better align with the interests of all of our stakeholders. Our people goals in particular, which are essential to building a strong culture and attracting and retaining talent, continue to remain a key component of our annual corporate goals.

Looking ahead, we believe our strategic priorities for 2022 position us for value creation in the years ahead. In addition to our focus on gaining FDA approval for our neuromodulator as soon as possible, we aim to increase our market share in the U.S. dermal filler market with the RHA® Collection, expand and deepen our customer relationships through the OPUL™ Relational Commerce Platform, maintain prudent capital allocation and continue to advance our people initiatives. We view all of these priorities as catalysts for growth and are very focused on delivering on our objectives for the year.

Executive Compensation

Our executive compensation philosophy is to attract, retain and motivate top talent in a competitive industry and to deliver appropriate short- and long-term incentive payouts when outstanding performance results are achieved.

Following feedback from our comprehensive 2021 and 2022 stockholder outreach, our efforts to align our executive compensation to stockholders’ interests are reflected in the following key actions taken by the Company:

•Increased Use of Performance Based Equity for NEOs. We have strengthened performance-based equity compensation in 2021 and 2022. In 2021, 60% of our CEO's target equity grants were performance vesting stock awards ("PSAs"), and 33% of our other named executive officer target equity grants were PSAs. In 2022, 80%, 75% and 67% of target equity grants for our CEO, President and other named executive officers, respectively, are PSAs.

•Cancelled 2020 Bonus Tied to DaxibotulinumtoxinA for Injection. Following the receipt of the CRL, the Compensation Committee cancelled the remaining portion of the 2020 annual incentive bonus that was tied to the approval of DaxibotulinumtoxinA for Injection. The Compensation Committee previously extended the performance period for that portion of the bonus as a result of delays associated with the COVID-19 pandemic.

•Implemented a Clawback Policy. In January 2021, our executive compensation clawback policy became effective, which provides the Board with the authority to recover performance-based cash and equity incentive compensation of current and former executive officers if they engaged in fraud or willful misconduct that was a significant contributing factor to the company having to restate its financial statements.

The Board and Compensation Committee will continue to employ a thoughtful approach to human capital management and is committed to continuing to improve the Company’s executive compensation program based on Company needs, market data, and stockholder feedback.

Environmental, Social, Governance (“ESG”)

Following our formal commitment to operating sustainably and responsibly in 2020 and the issuance of our inaugural ESG report in early 2021, we are very pleased to continue to advance our ESG journey. This includes refining our ESG strategy to better align with our corporate mission, and taking additional steps to further our progress on our corporate governance, people and culture and environmental impact. Critical to all of these initiatives is the continuation of our annual stockholder outreach program which allows us to receive valuable feedback from our stakeholders on our business. We strongly believe that the long-term success of Revance and our impact on the patients and communities in which we serve will be largely shaped by the efforts we make today as an organization.

In closing, it is an honor to serve as your Chairman and, on behalf of the Board, I thank you for your continued support and investment in Revance. We look forward to your participation at our virtual annual meeting on May 4, 2022.

Very truly yours,

Angus C. Russell

Chairman of the Board of Directors

March 24, 2022

Table of Co n tents

REVANCE THERAPEUTICS, INC.

1222 Demonbreun Street, Suite 2000

Nashville, Tennessee 37203

Notice of Annual Meeting of Stockholders

To Be Held On Wednesday, May 4, 2022

Dear Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of REVANCE THERAPEUTICS, INC. (the "Company"), a Delaware corporation. The meeting will be held virtually on Wednesday, May 4, 2022 at 10:00 a.m. Central Time via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2022. The meeting will be held online only and you will not be able to attend in person. You will be able to vote your shares electronically by Internet and submit questions online during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. Central Time and should allow ample time for the check-in procedures.

The Annual Meeting of Stockholders is being convened for the following purposes:

(1)To elect the Board of Directors' three nominees for director to hold office until the 2025 Annual Meeting of Stockholders.

(2)To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year 2022.

(3)To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

(4)To conduct any other business properly brought before the meeting or any adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting of Stockholders is March 11, 2022. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be Held on May 4, 2022 virtually via live audio-only webcast at

www.virtualshareholdermeeting.com/RVNC2022.

The Notice, Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.

Table of Co n tents

By Order of the Board of Directors


Mark J. Foley
Chief Executive Officer
Nashville, Tennessee
March 24, 2022


You are cordially invited to attend the meeting virtually. Whether or not you expect to attend the meeting virtually via live audio-only webcast, please complete, date, sign and return the proxy card sent to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote electronically during the meeting. Please note, however, that if your shares are held of record by a broker, or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Table of Co n tents

REVANCE THERAPEUTICS, INC.

PROXY SUMMARY

This is a summary only, and does not contain all of the information that you should consider in connection with this Proxy Statement. Please read the entire Proxy Statement carefully before voting.

Annual Meeting of the Stockholders

•Date and Time: Wednesday, May 4, 2022 at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time and you should allow ample time for the check-in procedures.

•Location: The meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/RVNC2022.

•Admission: To attend the meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

•Record Date: March 11, 2022.

•Proxy Mailing Date: March 24, 2022.

•Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

Voting Matters

Stockholders are being asked to vote on the following matters:

Items of Business

Page

Our Board’s Recommendation

1. Election of Directors

FOR all nominees

2. Ratification of the selection of PricewaterhouseCoopers LLP ("PwC") as Independent Registered Public Accounting Firm for Fiscal Year 2022

FOR

3. Approval of, on an advisory basis, the compensation of our named executive officers

FOR

Stockholders will also transact any other business that may properly come before the meeting.

How to Vote

You are entitled to vote at our 2022 Annual Meeting of Stockholders (the "Annual Meeting") if you were a stockholder of record at the close of business on March 11, 2022, the record date for the meeting. On the record date, there were 71,431,155 shares of our common stock outstanding and entitled to vote at the annual meeting. For more details on voting and the annual meeting logistics, refer to the “Questions and Answers” section of this Proxy Statement.

All references to “Revance,” “we,” “us,” “our” and “Company” in these proxy materials refer to Revance Therapeutics, Inc.

Table of Co n tents

Company Performance Highlights

Aesthetics

•Prioritized remediation of manufacturing deficiencies identified in the Complete Response Letter ("CRL") with respect to the biologics license application for DaxibotulinumtoxinA for Injection ("DAXI") for the treatment of glabellar lines (the "BLA") that we received from the U.S. Food and Drug Administration (the "FDA"). Held Type A meeting with the FDA to gain clarity and alignment on the requirements for approval of the BLA (the "Approval"). Resubmitted the BLA to the FDA on March 7, 2022.

•Achieved RHA® Collection of dermal fillers revenue of $70.8 million for the year ended December 31, 2021.

•Launched the OPULTM Relational Commerce Platform ("OPULTM"), which provides smart payment solutions, 360-degree practice reporting and insights, and enhanced customer support to foster increased consumer loyalty and retention, specifically designed for aesthetic practices in the U.S.

•Increased aesthetic accounts to over 3,000 across our Product Segment and Services Segment.

•Processed $506 million of gross processing volume ("GPV") through the HintMD fintech platform and OPULTM (together, the "Fintech Platform"). GPV measures the total dollar amount of all transactions processed in the period through the Fintech Platform, net of refunds.

Therapeutics

•Delivered positive results from the ASPEN-OLS Phase 3 safety study of DAXI for the treatment of cervical dystonia.

•Completed JUNIPER Phase 2 study of DAXI for the treatment of upper limb spasticity ("ULS"), which informed our dosing strategy and design for our Phase 3 program. In October of 2021, concluded our end-of-Phase 2 meeting with the FDA.

Corporate

•Focused capital allocation on supporting the Company’s strategic priorities by initiating measures to defer or reduce costs in the near term in order to preserve capital and increase financial flexibility as a result of the delay in the potential approval of DAXI for the treatment of glabellar lines.

•Promoted Dustin Sjuts, the Chief Commercial Officer, Aesthetics and Therapeutics, to President of the Company in November 2021.

•Raised net proceeds of $21.6 million from our at-the-market ("ATM") offering program.

•

SEC Form DEF 14A filed by Revance Therapeutics Inc.