SEC Form 8-K filed by Sally Beauty Holdings Inc. (Name to be changed from Sally Hold
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On January 24, 2025, Sally Beauty Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The number of shares of the Company’s common stock entitled to vote at the Annual Meeting was 102,472,251 and each share of common stock was entitled to one vote. The holders of 95,995,209 shares of common stock were present at the Annual Meeting, either in person or by proxy, constituting a quorum.
At the Annual Meeting, the Company’s stockholders acted upon the following matters:
| (i) | the election of nine directors to the Board of Directors to hold office until the 2026 Annual Meeting of Stockholders; |
| (ii) | the approval of an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation; |
| (iii) | the approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan; |
| (iv) | the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year; and |
| (v) | vote on a stockholder proposal to adopt a new director election resignation guideline. |
The voting results reported below are final.
Proposal 1 – Election of Directors
Each of the individuals listed below was duly elected as a director of the Company to serve until the 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the election were as follows:
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| Rachel R. Bishop |
91,007,254 | 1,597,529 | 12,456 | 3,377,970 | ||||
| Jeffrey Boyer |
91,845,224 | 758,999 | 13,016 | 3,377,970 | ||||
| Diana S. Ferguson |
91,186,290 | 1,332,887 | 98,062 | 3,377,970 | ||||
| Dorlisa K. Flur |
91,237,152 | 1,280,949 | 99,138 | 3,377,970 | ||||
| James M. Head |
92,036,047 | 435,386 | 145,806 | 3,377,970 | ||||
| Lawrence “Chip” Molloy |
92,119,033 | 485,349 | 12,857 | 3,377,970 | ||||
| Erin Nealy Cox |
91,353,806 | 1,251,268 | 12,165 | 3,377,970 | ||||
| Denise Paulonis |
92,042,566 | 430,639 | 144,034 | 3,377,970 | ||||
| Debra Perelman |
88,586,684 | 3,956,850 | 73,705 | 3,377,970 |
Proposal 2 – Approval of Non-Binding Resolution Regarding Executive Officer Compensation
The compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, was approved on an advisory (non-binding) basis. The results of the advisory vote were as follows:
| For |
Against |
Abstain | Broker Non-Votes | |||
| 88,633,909 |
3,377,723 | 605,607 | 3,377,970 |
Proposal 3 – Approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan
The Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The results of the vote were as follows:
| For |
Against |
Abstain | Broker Non-Votes | |||
| 88,352,584 |
3,907,470 | 357,185 | 3,377,970 |
Proposal 4 – Ratification of Selection of Auditors
The Board of Directors’ selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified. The results of the ratification were as follows:
| For |
Against | Abstain | ||||||
| 94,662,532 |
964,527 | 368,150 |
Proposal 5 – Vote on a Stockholder Proposal to Adopt a New Director Election Resignation Guideline
The stockholder proposal to adopt a new director election resignation guideline was not approved. The results of the vote were as follows:
| For |
Against |
Abstain | Broker Non-Votes | |||
| 35,689,992 |
56,392,272 | 534,975 | 3,377,970 |
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.
| SALLY BEAUTY HOLDINGS, INC. | ||||||
| January 29, 2025 | By: | /s/ Denise Paulonis | ||||
| Name: Denise Paulonis | ||||||
| Title: President and Chief Executive Officer | ||||||