UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Regis Corporation
Current Report on Form 8-K
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
At the Annual Meeting of Shareholders on November 6, 2024 (the “Annual Meeting”), the shareholders of Regis Corporation (the “Company”) approved the Amended and Restated Regis Corporation 2018 Long Term Incentive Plan (the “Amended Plan”), which incorporated certain amendments to the plan, including (i) an increase in the number of shares of the Company’s common stock reserved for issuance thereunder by an additional 225,000 shares, (ii) an extension of the term of the plan, and (iii) making certain other changes to the plan.
The summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Appendix A to the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 26, 2024 (the “Proxy Statement”).
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting.
1. | Election of Directors. The shareholders elected the seven director nominees to serve for a one-year term. The results of the vote on the election of directors were as follows: |
Director Nominee |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
Lockie Andrews |
789,543 | 4,311 | 7,987 | 786,275 | ||||||||||||
Nancy Benacci |
795,987 | 4,039 | 1,815 | 786,275 | ||||||||||||
Matthew Doctor |
796,193 | 4,054 | 1,594 | 786,275 | ||||||||||||
Mark S. Light |
788,091 | 12,165 | 1,585 | 786,275 | ||||||||||||
Michael Mansbach |
795,654 | 4,408 | 1,779 | 786,275 | ||||||||||||
Michael J. Merriman |
796,099 | 4,162 | 1,580 | 786,275 | ||||||||||||
M. Ann Rhoades |
711,397 | 81,377 | 9,067 | 786,275 |
2. | Say-on-Pay Proposal. The shareholders approved the advisory proposal on the compensation of the Company’s named executive officers. The results of the advisory vote on the say-on-pay proposal were as follows: |
For |
787,448 | |||
Against |
7,319 | |||
Abstain |
7,074 | |||
Broker Non-Votes |
786,275 |
3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. The results of the vote on the ratification of Grant Thornton were as follows: |
For |
1,576,020 | |||
Against |
7,437 | |||
Abstain |
4,659 |
4. | Approval of the Amended and Restated 2018 Long Term Incentive Plan. The shareholders approved the Amended Plan. The results of the vote on the approval of the Amended Plan were as follows: |
For |
739,435 | |||
Against |
58,573 | |||
Abstain |
3,833 | |||
Broker Non-Votes |
786,275 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGIS CORPORATION | ||||||
Dated: November 7, 2024 | By: | /s/ Kersten D. Zupfer | ||||
Kersten D. Zupfer | ||||||
Executive Vice President and Chief Financial Officer |