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  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SALLY BEAUTY HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

3001 Colorado Boulevard, Denton, Texas 76210

Letter from our President and Chief Executive OfficerLETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

To our stockholders,

Fiscal 2022 was a busy year for Sally Beauty Holdings, Inc. as we continued putting the infrastructure and core capabilities in place to take our business into the future. I want to thank our team for all that it accomplished and the strides we made towards becoming a more agile and focused organization, all while navigating inflationary pressures and supply chain headwinds to continue delivering for our customers. As a result of our solid performance, we were able to strengthen our balance sheet and return cash to our stockholders, repurchasing almost seven million shares in 2022.

Our New Key Strategic Initiatives

As we enter fiscal 2023, our historically strong cash flow generation and healthy balance sheet leave us well positioned to invest in new business models and services to drive growth and profitability. We will continue leveraging our core competencies and the modern infrastructure SBH has built in recent years, while focusing on three new key strategic initiatives to better position the Company for long term success:

In addition, we are focused on advancing our ESG and our diversity, inclusion and belonging commitments. Diversity, inclusivity, and self-expression fuel innovation and growth, and we are committed to doing what it takes to inspire a more colorful, confident, and welcoming world.

Annual Meeting Details

You are cordially invited to attend the annual meeting of stockholders of Sally Beauty Holdings, Inc., which will take place at the Sally Beauty Headquarters, 3001 Colorado Boulevard, Denton, Texas 76210SBH, to be held virtually on Thursday, January 30, 2020,26, 2023 at 9:00 a.m., localcentral time. Details of the business to be conducted at the annual meeting are given in the Official Notice of the Meeting, Proxy Statement, and form of proxy enclosed with this letter.

Even if you intend to join us in person, we We encourage you to vote in advance so that we will know that we have a quorum of stockholders for the meeting. Please see the Question and Answer section on page 67 of the enclosed Proxy Statement for instructions on how to obtain an admission ticket if you plan to personally attend the annual meeting.

Whether you are able to personally attend the annual meeting, itIt is important that your shares be represented and voted.voted whether you plan to attend the annual meeting. Your prompt vote over the Internet, by telephone via toll-free number or by mailing a written proxy will save us the expense and extra work of additional proxy solicitation. Voting by any of these methods at your earliest convenience will ensure your representation at the annual meeting if you choose not to attend in person. If you decide to attend the annual meeting, you will be able to vote in person, even if you have personally submitted your proxy. Please review the instructions on the proxy card or the information forwarded by your bank, broker, or other holder of record concerning each of these voting options.meeting.

On behalf of the Board of Directors,SBH team, I would like to express our appreciation for your continued interestinvestment in Sally Beauty Holdings, Inc.SBH.

December 18, 2019

SALLY BEAUTY

HOLDINGS, INC.

3001 Colorado Boulevard, Denton, Texas 76210

LETTER FROM OUR BOARD CHAIR

Notice of Annual Meeting of Stockholders
SALLY BEAUTY
HOLDINGS, INC.
3001 Colorado Boulevard, Denton, Texas 76210

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our stockholders:

The annual meeting of stockholders of Sally Beauty Holdings, Inc. (the “Corporation”“Company”) will take place at the Sally Beauty Headquarters, 3001 Colorado Boulevard, Denton, Texas 76210be held virtually on Thursday, January 30, 2020,26, 2023, at 9:00 a.m., localcentral time, for the purpose of considering and acting upon the following:

Only stockholders of record at the close of business on December 2, 2019November 28, 2022 will be entitled to receive notice of and to vote at the meeting.

meeting and any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to be held on January 30, 2020:

26, 2023:
The Proxy Statement and the 20192022 Annual Report to stockholders are available at:

www.edocumentview.com/sbh

December 18, 2019

TABLE OF CONTENTS
  4 20192022 PROXY STATEMENT SUMMARY
10   PROPOSAL 1 -– ELECTION OF DIRECTORS
15 BOARD NOMINEE QUALIFICATIONS AND EXPERIENCE
16 BOARD NOMINEE DIVERSITY
17 CORPORATE GOVERNANCE, THE BOARD AND ITS COMMITTEES 16
17 Board Purpose and Structure 16
17 Corporate Governance Philosophy 17
18 Board Diversity 18
19 Environmental, Social And Corporate ResponsibilityGovernance
19 ESG – Purpose and Values
19 ESG – Governance
19 ESG – Ethics Code
20 Human Capital
24 Diversity, Inclusion and Belonging
26 Philanthropy and Community Impact
27 Environmental Sustainability
28 Responsible Sourcing
29 Data Protection and Cybersecurity
30 Director Independence 20
30 Nomination of Directors 20
31 Stockholder Recommendations or Nominations for Director Candidates 21
31 Director Qualifications 21
31 Annual Election of Directors 21
32 Mandatory Retirement Age of Directors 21
32 Directors Who Change Their Present Job Responsibilities 22
32 Board Self Evaluations 22
32 Board Meetings and Attendance 22
32 Board Leadership Structure 22
SALLYBEAUTY HOLDINGS, INC. 2022 Proxy Statement

TABLE OF CONTENTS
33 Communications with the Board 23
33 Board’s Role in the Risk Management Process 23
33 Committees of the Board of Directors 25
36 Compensation Committee Interlocks and Insider Participation 25
36 Compensation Risk Assessment 26
36 Related Party Transactions 2 SALLYBEAUTY HOLDINGS, INC. 2019 Proxy Statement

2019
2022 PROXY STATEMENT SUMMARY
Proxies are being solicited by the Board of Directors of Sally Beauty Holdings, Inc. (NYSE: SBH) (“we,” “us,” or the “Corporation”“Company”) to be voted at our 20202023 Annual Meeting. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Annual Meeting of Stockholders Time and Date
ANNUAL MEETING OF STOCKHOLDERS
TIME AND DATE 
9:00 a.m., Central Time, January 30, 2020 Place Sally Beauty Headquarters, 3001 Colorado Boulevard, Denton, Texas 76210 Record Date December 2, 2019 Voting 26, 2023
PLACE
This year’s meeting will be a virtual annual meeting and will be held solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting meetnow.global/MRAZFNL and following the instructions on your Notice, proxy card, or on the instructions that accompanied your proxy materials. Please refer to the Q&A section beginning on page 89 for instructions on how to attend the virtual meeting.
RECORD DATE
November 28, 2022
VOTING
Stockholders as of the Record Date are entitled to notice of, and to vote at, the Annual Meeting.annual meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Entry If you decide to attend the meeting in person, upon your arrival you will need to register as a visitor with the security desk on the first floor of the Sally Beauty Headquarters and you must have an admission ticket or other proof of share ownership as of the Record Date along with a government-issued identification card in order to attend the meeting.
On or about December 18, 2019,14, 2022, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record as of the Record Date. The Notice contains instructions on how to access over the internet the Company’s Notice of Annual Meeting of Stockholders, Proxy Statement, form of proxy and Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (FY19)2022 (FY22). Voting Matters Proposal Board Vote Recommendation Page Reference (for
VOTING MATTERS
PROPOSAL
BOARD VOTE
RECOMMENDATION
PAGE
REFERENCE
(for more detail)
Proposal 1: Elect twelvenine directors
FOR each Nominee
10
Proposal 2: Approve, on an advisory basis, compensation of our named executive officers (NEOs)
FOR 33
44
Proposal 3: Express view on how frequently advisory votes on compensation of our NEOs should occur
FOR
“1 Year”
45
Proposal 4: Ratify KPMG LLP as our independent registered public accounting firm for fiscal 2020 2023
FOR 63 4 SALLYBEAUTY
86
SALLY BEAUTY HOLDINGS, INC. 20192022 Proxy Statement

2019
2022 PROXY STATEMENT SUMMARY Director Nominees Twelve
DIRECTOR NOMINEES
Nine directors are standing for election at the 20202023 Annual Meeting for one-year terms. The following table provides summary information about each of the director nominees as well as their committee memberships. The table also discloses the Board’s determination as to the independence of each nominee under the listing standards of the New York Stock Exchange (“NYSE”) and relevant rules of the Securities and Exchange Commission (“SEC”). Additional information about each nominee’s background and experience can be found beginning on page 10. To be elected, each nominee must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s election.
Name Age Director since Occupation Experience/Qualification IndependentIndep. AC CC EC MC NG/   CR  Christian A. Brickman 55 September 2012EC
Denise Paulonis 50 May 2018 President & Chief Executive Officer,CEO, Sally Beauty Holdings, Inc. Management, InternationalFinance, Audit, Retail • Timothy
Rachel R. BaerBishop, Ph.D. 49 July 2022 President, Hefty Tableware, Reynolds Consumer Products Consumer Products, Retail, ESG, M&A ✓ • •
Jeffrey Boyer 64 July 2022 COO, Fossil Group Management, Audit, Retail ✓ • •
Diana S. Ferguson (Board Chair Elect) 59 FounderJan. 2019 Principal, Scarlett Investments LLC Management, Finance ✓ C • •
Dorlisa K. Flur 57 Jan. 2020 Snr. Advisor, Former Chief Strategy & ManagingTransformation Officer, Southeastern Grocers, Inc. Management, Mass Market Retail Transformation ✓ • • •
James M. Head 57 Jan. 2021 EVP and CFO, MultiPlan Corporation Finance, Strategy, M&A ✓ • CE
Linda Heasley 67 May 2017 President and CEO, Janie and Jack Management, Retail ✓ • •
Lawrence “Chip” P. Molloy 61 July 2022 CFO, Sprouts Farmers Market Management, Finance, Audit ✓ CE •
Erin Nealy Cox 52 July 2021; also Aug. 2016 to Nov. 2017 Partner, TRB Partners LLC; Former EVP, ChiefKirkland & Ellis Cyber Security, Governance, Legal Officer and Corporate Secretary, Target Corporation Legal, Governance, Management ✓ CE •
DIRECTORS NOT STANDING FOR RE-ELECTION
Name Age Director since Occupation Experience/Qualification Indep. AC CC  NG/   CR  EC
Marshall E. Eisenberg 7477 November 2006 Founding Partner, Neal Gerber & Eisenberg LLP Governance, Risk Management, Legal ✓ • • C Diana S. Ferguson 56 January 2019 Principal, Scarlett Investments LLC Management, Finance ✓ • Dorlisa K. Flur 54 Senior Advisor and Former Chief Strategy and Transformation Officer, Southeastern Grocers, Inc. Management, Mass Market Retail Transformation ✓ Linda Heasley 64 May 2017 Former Chief Executive Officer, J.Jill, Inc. Management, Retail ✓ • • •
Robert R. McMaster 71(Board Chair) 74 November 2006 Retired Executive and Independent Auditor Management, Finance, Audit ✓ C •
John A. Miller 6669 November 2006 President & Chief Executive Officer, North American CorporationCo-Chairman of Envoy Solutions Management, Finance ✓ • C P. Kelly Mooney 55 August 2018 Former Chief Experience Officer of IBM iX Management, Digital Marketing ✓ C • Susan R. Mulder 49 November 2014 Chief Executive Officer, Nic & Zoe Co. Management, Retail ✓ • • Denise Paulonis 47 May 2018 Executive Vice President and Chief Financial Officer, Michaels Companies Management, Finance ✓ •
Edward W. Rabin 7376 November 2006 Retired Executive Management ✓ C •
Committees:
AC = Audit    CC = Compensation EC = Executive MC = Marketing& Talent    NG/CR = Nominating, Governance and Corporate Responsibility    EC = Executive
C = Chair    of Committee IfCE = Chair Elect
Each director nominee elected the director nominees will serve until the 20212024 annual meeting. The Board recommends a vote FOR each director nominee. www.sallybeautyholdings.com 5

2019

2022 PROXY STATEMENT SUMMARY Board Nominees Snapshot Gender
BOARD NOMINEES SNAPSHOT
Diversity Board
Independence 50%
67%
Women
6 of 12 9
Director Nominees are Women 92% 11
1 of 12 9
Director Nominees is
racially/ethnically diverse
Independence
8 of 9
Director Nominees are
Independent
89%
Independent
Age Mix SBH Board Tenure 2
40S 50S
57 years
Median Age
1 5 2 3 40s 50s 60s 70s 580
60S 70S
Tenure
6
3
0
0-3 yrs 4-7 yrs 8+ yrs
2.4 years Median Age 6 2 4 0-4 yrs 5-10 yrs 11+ yrs 5.8 years
Average Tenure 6 SALLYBEAUTY
SALLY BEAUTY HOLDINGS, INC. 20192022 Proxy Statement

2019
2022 PROXY STATEMENT SUMMARY FY19 Performance SAME STORE
FY22 PERFORMANCE
COMPARABLE SALES GROWTH 2.9% -0.7% -1.5% 0.3% FY16 FY17 FY18 FY19 DILUTED EARNINGS PER SHARE $1.56 $2.08 $1.50 $2.26 ADJUSTED OPERATING INCOME (1)(2) ($ in Millions) $515 $501 $468 $458 FY16 FY17 FY18 FY19 3-YEAR AVERAGE ROIC (3)
OI
($ in Millions)
AOI (1)(2) 22.2% 21.3% 21.4%
($ in Millions)
DILUTED EPS ADJUSTED DILUTED EPS (2)
-0.3% -8.9%
9.6% 0.6%
FY19 FY20 FY21 FY22
21.5% FY16 FY17 FY18 19.1% 18.9% 16.2%
FY17-19 FY18-20 FY19-21 FY20-22
$459
$259
$418 $338
FY19 FY14-16 FY15-17 FY16-18 FY17-19 FY20 FY21 FY22
$458
$294
$461 $391
FY19 FY20 FY21 FY22
$2.26
$0.99
$2.10 $1.66
FY19 FY20 FY21 FY22
$2.26
$1.22
$2.40 $2.16
FY19 FY20 FY21 FY22
(1) Please see page 59 for Comparable Sales and Adjusted Operating Income (“AOI”) definition.
(2) Please see Appendix 1 for a reconciliation of non-GAAP numbers. (2) Please see page 45 for Adjusted Operating Income definition and page 47 for
(3) 3-Year Average ROIC definition. Return on Invested Capital (“ROIC”) is defined as net income plus after-tax interest expense divided by monthly invested capital over the three-year performance period.
Net Sales were $3.88 billion. Cash Flow from Operations$3.82 billion, a decrease of $320.4 million—used to fund investment in1.5% over the business, reduce our debt levels by $185prior year.
Global E-Commerce Sales were $333 million and fund the repurchaserepresented 8.7% of $46.6total net sales.
GAAP operating earnings of $338 million and GAAP operating margin of 8.8%, Adjusted Operating Earnings of $391 million and Adjusted Operating Margin of 10.3%.
Repurchased 6.8 million shares at an aggregate cost of $130.3 million and completed full repayment of $300 million of our shares. E-Commerce Sales Increased by 29.4% compared to the prior year. Gross Profit was $1.91 billion.8.75% senior secured notes. www.sallybeautyholdings.com 7

20192022 PROXY STATEMENT SUMMARY FY19 Corporate Governance Highlights

FY22 STRATEGIC OBJECTIVES AND ACCOMPLISHMENTS

  2022 Proxy Statement

2022 PROXY STATEMENT SUMMARY

FY22 CORPORATE GOVERNANCE HIGHLIGHTS

FY22 ESG HIGHLIGHTS The Board initiatedcontinued its focus on advancing company-wide ESG and sustainability materiality assessment of the Company. Company’s ESG-related efforts, which are focused on threefive main areas where we can have a material, meaningful impact:

1) Energy / Environment—we madeEmployees – focused on key areas relevant to our team, especially:

2) Diversity, Inclusion, Belonging – diversity and inclusion are at the heart of SBH:

3) Philanthropy and Community Impact:

4) Environmental Sustainability, Responsible Sourcing: Made progress towards reducing our environmental impact by reducing energy usage and increasing energy efficiency. We initiated

5) Data Privacy and CyberSecurity Oversight: Each quarter during FY22, our SBH Going Green Program, which we hope will eliminate plastic bags in our North American stores,Chief Information Security Officer delivered detailed reports to the Audit Committee on: risk identification and reduce wastemanagement strategies, cybersecurity strategy and increase recycling capabilities at our Sally Beauty Headquarters. 2) Product Developmentgovernance structure, consumer data protection, risk mitigation activities, learnings from data security incidents of peer companies, results of third-party assessments and Sourcing—we continue to make progress toward our long-term sustainability goals by using best practices in product developmenttesting, and sourcing. 3) Diversity and Inclusionupdates on employee training.

FY22 STOCKHOLDER OUTREACH – we continue efforts to show that diversity and inclusion are at the heart of our company: at the Board level, throughout our global workforce and in our shared commitment to serving a diverse customer base and their communities. FY19 Stockholder Outreach During FY19FY22, we engaged with investors and sell-side analysts by hosting numerous meetings, and investor calls and attending equity conferences and non-deal roadshows.virtual events. We believe that listening to investors is essential to good governance and to the long-term sustainability of our company. Our senior management is open and accessible. As such, we want to engage with and listen to our investors and sell-side analysts in order to have productive conversations in which we review our strategic objectives, operations and progress, and listen to their feedback. FY19 Executive Compensation Highlights

FY22 EXECUTIVE COMPENSATION HIGHLIGHTS – Highlights of our Named Executive Officer compensation program as– including NEO Changes and Compensation Program Changes for FY22 and FY23 – are described in the Compensation Discussion and AnalysisCD&A section beginning on page 40, include: Emphasis on performance-based compensation, with base salary being the only fixed component of direct compensation Annual long-term equity grants in the form of stock options, which provide value only to the extent our stock price increases after the date of grant Performance-based restricted stock units, which serve to reward long-term performance Time-based restricted stock units, which serve as a strong retention tool thereby aligning management with the long-term interests of our stockholders through the various equity grant vehicles Double-trigger severance benefits and no tax gross-ups Appropriate risk-management practices, including an annual review of our compensation-related risk profile, clawback and anti-hedging policies and stock ownership requirements 48.

www.sallybeautyholdings.com  9

PROPOSAL 1 -
ELECTION OF DIRECTORS
Our current Board of Directors consists of eleventhirteen individuals, tentwelve of whom qualify as independent of us under the rules of the NYSE. The BoardNine of Directors, acting pursuant to our By-laws, is proposing two new nominees (Timothy R. Baer & Dorlisa K. Flur), with David W. Gibbs notthirteen directors are standing for re-election. Our Certificate of Incorporation and our By-Laws provide for the annual election of each of our directors for one-year terms.
Following the recommendations of our Nominating, Governance and Corporate Responsibility Committee, our Board of Directors has nominated Mr. Brickman, Mr. Baer, Mr. Eisenberg, Ms. Ferguson, Ms. Flur, Ms. Heasley, Mr. McMaster, Mr. Miller, Ms. Mooney, Ms. Mulder, Ms. Paulonis and Mr. Rabinthe following nine individuals for election to our Board of Directors.Directors: Ms. Paulonis, Ms. Bishop, Mr. Boyer, Ms. Ferguson, Ms. Flur, Mr. Head, Ms. Heasley, Mr. Molloy and Ms. Nealy Cox. Accordingly, this Proposal 1 seeks the election of these twelvenine individuals to be directors, each with a one-year term that will expire at the annual meeting of stockholders in 2021. 2024.
Unless otherwise indicated, all proxies that authorize the proxy holders to vote for the election of directors will be voted “FOR” the election of the nominees listed below. If a nominee becomes unavailable for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose. As of the date of this Proxy Statement, each of the nominees has consented to serve and the Board is not aware of any circumstances that would cause a nominee to be unable to serve as a director. Except for Mr. Baer and Ms. Flur who are standing for election to our Board for the first time, each
Each director nominee is a current director with a term expiring at this annual meeting. Each director nominee has furnished to us the following information with respect to their principal occupation or employment and principal directorships: Christian A. Brickman
Denise Paulonis
Director, President and Chief Executive Officer, age 55 Mr. Brickman50
Ms. Paulonis has served on our Board of Directors since September 2012May 2018 and is the Corporation’sCompany’s President and Chief Executive Officer, a role heshe has held since February 2015.October 2021. Prior to being appointed to hisher current role, Mr. BrickmanMs. Paulonis served as Chief Financial Officer of Sprouts Farmers Market, Inc. Prior to joining Sprouts in February 2020, Ms. Paulonis was the Executive Vice President and Chief Financial Officer of The Michaels Companies, a position she held from August 2016 to January 2020. Ms. Paulonis joined Michaels in September 2014 and served as its Senior Vice President, Finance and Treasurer from November 2015 to August 2016 and as its Vice President, Corporate Finance, Investor Relations and Treasury from September 2014 to November 2015.
Prior to joining Michaels, Ms. Paulonis held various senior level positions with PepsiCo and McKinsey & Company, after starting her career at Procter & Gamble. She holds an M.B.A. from The Wharton School at the University of Pennsylvania and a Bachelors of Science in Finance and Economics from Miami University. Ms. Paulonis has served on the Conagra Brands Board of Directors since August 2022. We believe that Ms. Paulonis’ executive, management and finance experience well qualifies her to serve on our Board.
SALLY BEAUTY HOLDINGS, INC. 2022 Proxy Statement

PROPOSAL 1
ELECTION OF DIRECTORS
Rachel R. Bishop, Ph.D.
Director, age 49
Ms. Bishop was elected to our Board of Directors in July 2022. Ms. Bishop brings more than 20 years of experience in consumer goods, manufacturing and retail. She currently serves as President, Hefty Tableware at Reynolds Consumer Products (NASDAQ: REYN), where she oversees a $1Bn portfolio of consumer products and leads Reynolds’ ESG programming. She was a member of the management team that led Reynolds through a successful IPO in January 2020. Prior to joining Reynolds in 2019, she held senior positions with Treehouse Foods, Inc., (NYSE: THS) from 2014 through 2018, including President, Snacks Division and SVP & Chief Strategy Officer. Her previous roles include GVP Retail Development and Global Merchandising at The Walgreen Co., now Walgreens Boots Alliance Inc., and started her business career with eight years at McKinsey & Company. Ms. Bishop holds a Ph.D. in Materials Science and Engineering from Northwestern University, and a Bachelor of Science in Materials Science and Engineering, and in Geophysics from Brown University. We believe that Ms. Bishop’s strong executive background in consumer products, retail, ESG, M&A and strategic planning well qualifies her to serve on our Board.

Jeffrey Boyer
Director, age 64
Mr. Boyer was elected to our Board of Directors in July 2022. Mr. Boyer is an experienced finance and operations executive and retail industry veteran. He currently serves as Chief Operating Officer of Fossil Group (NASDAQ: FOSL) after having held the Corporationrole of Chief Financial Officer and Treasurer from June 2014October 2017 to February 2015.April 2020. Mr. Boyer also served as a director on Fossil Group’s Board from 2007 to 2017, including serving as Chair and a member of its Audit Committee. Prior to joining Fossil Group, Mr. Boyer held Chief Financial Officer roles at Pier 1 Imports, Tuesday Morning, and Michaels Stores, Inc., among others. He began his career at PricewaterhouseCoopers. Mr. Boyer holds a Bachelor of Science in Finance from the Corporation, Mr. Brickman served as PresidentUniversity of Kimberly-Clark International from May 2012 to February 2014.Illinois. We believe that Mr. Brickman’sBoyer’s extensive finance and operations experience, and his executive and management experience, including his experience as President of two large international companies,leadership in retail, well qualifies him to serve on our Board. 10 SALLYBEAUTY HOLDINGS, INC. 2019 Proxy Statementwww.sallybeautyholdings.com 11

PROPOSAL 1 -
ELECTION OF DIRECTORS Timothy R. Baer Director Nominee, age 59 Mr. Baer founded and has been Managing Partner of TRB Partners LLC since 2017 and of TRB Law PPLC since 2019. In addition, Mr. Baer has served as
Co-Chair of the PJT Camberview Advisory Council since 2017. From 2016 to 2017 Mr. Baer was Senior Advisor to Target Corporation and from 2004 to 2016 he was Target’s Executive Vice President, Chief Legal Officer and Corporate Secretary. Mr. Baer has previously served as a board member for Greater MSP and Greater Twin Cities United Way. We believe that Mr. Baer’s legal and management experience well qualifies him to serve on our Board. Marshall E. Eisenberg Director, age 74 Mr. Eisenberg has served on our Board of Directors since November 2006. Mr. Eisenberg is a founding partner of the Chicago law firm of Neal, Gerber & Eisenberg LLP and has been a member of the firm’s Executive Committee for the past 30 years. Mr. Eisenberg is a director ofJel-Sert Company and was formerly a director of Ygomi, Inc. and Engineered Controls International, Inc. We believe that Mr. Eisenberg’s extensive legal experience, including his extensive corporate governance experience, well qualifies him to serve on our Board. Diana S. Ferguson
Director, age 56 59
Ms. Ferguson was elected to our Board of Directors in January 2019. She has served as a consultant to Cleveland Avenue, LLC, a venture capital investment firm, since September 2015, and in 2018 became its Chief Financial Officer. In addition, Ms. Ferguson has served as a principal of Scarlett Investments, LLC, a private investment firm, since 2013. She formerly served as Chief Financial Officer to Cleveland Avenue, LLC, a venture capital investment firm, from September 2015 to December 2020. She also served as Chief Financial Officer of the Chicago Board of Education from February 2010 to May 2011 and as Senior Vice President and Chief Financial Officer of The Folgers Coffee Company from April 2008 to November 2008 when Folgers was sold. Prior to joining Folgers, she was Executive Vice President and Chief Financial Officer of Merisant Worldwide, Inc. Ms. Ferguson also served as the Chief Financial Officer of Sara Lee Foodservice, a division of Sara Lee Corporation, and in a number of leadership positions at Sara Lee Corporation, including Senior Vice President of Strategy and Corporate Development, as well as Treasurer.
She currently is a director of Mattel, Inc., where she serves on the Audit Committee and is also a director of Gartner, Inc. where she serves on the Audit Committee. We believe that Ms. Ferguson’s executive, management and finance experience well qualifies her to serve on our Board. www.sallybeautyholdings.com 11

PROPOSAL 1
ELECTION OF DIRECTORS
James M. Head
Director, age 64 57
Mr. Head was elected to our Board of Directors in January 2021. Mr. Head has served as the Executive Vice President and Chief Financial Officer of MultiPlan Corporation since November, 2021. Prior to being appointed to his current role he served as a Partner at BDT & Company, LLC from 2016 until June 2021 and, prior to that, worked at Morgan Stanley for 22 years where he held various executive leadership roles, including Co-Head of the Mergers, Acquisitions and Restructuring Group, Americas from 2013 to 2016; Co-Head of the Financial Institutions M&A Group, Americas from 2008 to 2013; and Managing Director from 2003 to 2016. We believe that Mr. Head’s financial, strategic, and transactional experience – including over 30 years as an investment banker involved in complex financial and strategic transactions – well qualifies him to serve on our Board.

Linda Heasley
Director, age 67
Ms. Heasley has served on our Board of Directors since May 20172017. Prior to her current role as President and Chief Executive Officer of Janie and Jack, a children’s brand, she was President and Chief Executive Officer of Downshift LLC providing advisory services to start ups from January 2020 to November 2021, and President and Chief Executive Officer of J.Jill Inc. from April 2018 untilto December 2019. Before joining J.Jill, Inc., Ms. Heasley served as the Chief Executive Officer and a Director of The Honey Baked Ham Company, LLC from February 2017 to March 2018. Ms. Heasley served as the President and Chief Executive Officer and President of Lane Bryant Inc. from February 2013 until February 2017 and as the Chairman,Chair, President and Chief Executive Officer. Officer at Limited Stores LLC from August 2007 until February 2013.
Prior to this, Ms. Heasley held senior leadership roles at CVS Health Corporation, Timberland, LLC, Bath and Body Works and L Brands,LBrands, Inc. She currently servesMs. Heasley previously served as a director atof J.Jill Inc. We believe that Ms. Heasley’s executive and management experience well qualifies her to serve on our Board. Robert R. McMaster www.sallybeautyholdings.com 13

PROPOSAL 1
ELECTION OF DIRECTORS
Lawrence “Chip” P. Molloy
Director, age 71 61
Mr. McMasterMolloy was elected to our Board of Directors in July 2022. Mr. Molloy brings finance, private equity and board experience to Sally Beauty. He currently serves as Chief Financial Officer of Sprouts Farmers Market (NASDAQ: SFM) having served as a director and Chair of the Audit and Compensation Committees of Sprouts’ board from 2012 to 2021 and Interim Chief Financial Officer of Sprouts from June 2019 to February 2020. Previously, Mr. Molloy served as a director and Chair of Torrid’s Audit Committee from 2018 to 2021 and Interim Chief Executive Officer of Torrid from January 2018 through August 2018. His previous roles include serving as Senior Advisor at Roark Capital Group, a private equity firm focused predominately on the restaurant and retail sectors, as well as holding Chief Financial Officer roles at Under Armour and Petsmart. Prior to his business career, Chip served as a U.S. Navy fighter pilot for 10 years, later retiring from the Naval Reserve with the rank of Commander. Mr. Molloy holds an MBA from the University of Virginia and a Bachelor of Science in Computer Science from the US Naval Academy. We believe that Mr. Molloy’s extensive executive and finance experience well qualifies him to serve on our Board.

Erin Nealy Cox
Director, age 52
Ms. Nealy Cox has served on our Board of Directors since November 2006July 2021 and asis a partner in the Chairman of our Board since February 2016. Mr. McMasterGovernment, Regulatory and Internal Investigations Group at Kirkland & Ellis. Ms. Nealy Cox is a trial attorney, cybersecurity expert and former federal prosecutor who served as our Lead Independent Director from November 2012 until he was named Chairman of the Board. Mr. McMaster has been aan independent director of Carpenter Technology Corporation, a NYSE listed manufacturer and distributor of specialty metals, since 2007, where he currently serves as a member of its audit and strategy committees. Mr. McMaster is also chairman of the audit committee of The Columbus Foundation, a charitable trust and nonprofit corporation. Mr. McMaster previously served as a director of American Eagle Outfitters, Inc. and Dominion Homes, Inc., and as an executive officer of ASP Westward, LLC, ASP Westward, L.P., Westward Communications Holdings, LLC and Westward Communications, L.P. Mr. McMaster is a former partner of KPMG LLP and a former member of its management committee. He also served as the Senior Financial Advisor to the CEO of Worthington Industries, Inc. from October 2008 to May 2013. We believe that Mr. McMaster’s long and varied business career, including his extensive accounting experience, well qualifies him to serve on our Board. 12 SALLYBEAUTY HOLDINGS, INC. 2019 Proxy Statement

Board Nominee Qualifications and Experience

SKILLS TABLE

The following table summarizes the key knowledge, skills and experience that qualifies each nominee for our Board of Directors. CEO/Senior Executive Experience Experience as CEO, COO, CFO, President or senior executive of company or partnership, or significant subsidiary, operating division or business unit. Public Board Governance Experience as director on board of publicly-traded company. Independence Satisfy the NYSE’s independence requirements. Financial Expertise Possess the knowledge and experience to be qualified as an “audit committee financial expert.” International Operations Executive-level experience working in organization with global operations. Marketing; Merchandising; Sales Experience in a senior management position responsible for managing a marketing, merchandising and/or sales function. Retail Operations Experience in a senior management position responsible for managing retail operations. Diversity Add perspective through diversity in gender, ethnic background or race. Legal or Consulting Background Brickman ✓ ✓ ✓ ✓ ✓ ✓ Baer ✓ ✓ ✓ ✓ ✓ ✓ Eisenberg ✓ ✓ ✓ ✓ ✓ Ferguson ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Flur ✓ ✓ ✓ ✓ ✓ ✓ ✓ Heasley ✓ ✓ ✓ ✓ ✓ ✓ McMaster ✓ ✓ ✓ ✓ ✓ Miller ✓ ✓ ✓ ✓ Mooney ✓ ✓ ✓ ✓ ✓ ✓ ✓ Mulder ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Paulonis ✓ ✓ ✓ ✓ ✓ ✓ ✓ Rabin ✓ ✓ ✓ ✓

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Board Nominee Diversity

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CORPORATE GOVERNANCE,

THE BOARD AND ITS COMMITTEES

Board Purpose and StructureBOARD PURPOSE AND STRUCTURE

The Board oversees, counsels, and directs management in the long-term interests of the CorporationCompany and our stockholders. The Board’s responsibilities include:

Corporate Governance PhilosophyCORPORATE GOVERNANCE PHILOSOPHY

We are committed to conducting our business in a way that reflects best practices and high standards of legal and ethical conduct. To that end, our Board of Directors has approved and oversees a comprehensive system of corporate governance policies and programs. These documents meet or exceed the requirements established by the NYSE listing standards and by the SEC and are reviewed periodically and updated as necessary under the guidance of our Nominating, Governance and Corporate Responsibility Committee to reflect changes in regulatory requirements and evolving oversight practices.

Because our Board is committed to corporate governance best practices, we are committed to integrating responsible sustainability and corporate responsibility initiatives into our operations and strategic business objectives.

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Board DiversityBOARD DIVERSITY

We value boardroom diversity as integral to effective corporate governance. We believe that board diversity —– gender, race, age, insight, background, personality, and professional experience —– is a necessity that improves the quality of strategic decision-making and long-term vision, and represents the kind of company we aspire to be.

In the past fourfive years the Board has made meaningful efforts to diversify board membership, even further, increasing the percentage of women on our Board from 22 percent to 4246 percent.If the current slate of Director Nominees is elected, the Board will be comprised 66 percent of women. In addition, beginning this year we are disclosing the demographic background and gender identity of each director nominee. This enhanced diversity has strengthened board-level expertise in critical areas such as: consumer goods and global retailing; corporate financial management; strategic planning and transaction execution; data protection and cybersecurity; and integrated marketing, digital experience,e-commerce and mobile.

 

		Our Board’s leadership by example on diversity is beingcontinues to be recognized. In May 2019November 2021 the Company became a three-time winner of a “Corporate Champions” award, bestowed by the Women’s Forum of New York, which promotes gender parity and diversity on corporate boards. The Women’s Forum named SBH as a “50% Plus Corporate Champion”, the highest tier awarded for S&P 500 and Fortune 1000 companies with board seats held by women. In FY20 Women Inc. magazine named several of our female directors to their celebrated list of “Most Influential Corporate Board Directors.” In FY22 the National Association of Corporate Directors (NACD) named SBH director Dorlisa Flur to the Company’sprestigious 2022 NACD Directorship 100™, which honors “those who have demonstrated exemplary board leadership and innovation in corporate governance.” The NACD also named our Board as a nominee for a 2019 NACD NXT™ Recognition Award. These awards showcase breakthrough board expertise and practices that promote greater diversity and inclusion. And in November 2019 the Company became atwo-time winner of a “Corporate Champions” award, bestowed by the Women’s Forum of New York, which promotes the advancement of women on corporate boards. In 2017, the Women’s Forum honored the company as a “40% Plus Corporate Champion” for “accelerating gender balance and driving meaningful and sustainable change.”   Under our Corporate Governance Guidelines, the Nominating, Governance and Corporate Responsibility Committee recommends to the Board criteria for selection of directors and reviews periodically with the Board the criteria adopted by the Board. Although the Guidelines do not contain a specific policy on diversity, the Board demonstrates — by its own diverse composition — its commitment to diversity and inclusion.

Our Board recognizes that they play a crucial role in setting the tone for the Company’s workplace culture. The Board has encouraged leaders to hire exceptional employees with thethat bring diversity of thought that canallows us to better anticipate the needs and concerns of our various customers. By hiring people with diverse voices, listening to them, and responding accordingly, we believe that we are taking the necessary steps to maintain our long-term sustainability.

 

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Corporate Responsibility and ESG — Environmental, Social, GovernanceENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE

ESG – PURPOSE AND VALUES     Every aspect of our ESG program is integrally tied to and reflects our company purpose and values. Our Board recognizes that environmental, social, governancepurpose and values reflect and emphasize our commitment to being a good corporate citizen and inspiring a more sustainable world. We are committed to reflecting our purpose and core values in everything we do, especially in our Diversity, Inclusion and Belonging (DIB), ESG and sustainability (“ESG”)initiatives. Our DIB initiatives are our commitments to strive to create a world that is more colorful (diverse) and welcoming (inclusive), where people can be themselves and where diversity is beautiful. Our ESG initiatives are our commitments to being part of something bigger, and caring for our people, customers, communities, and planet. ESG – GOVERNANCE     Our Board of Directors believes that ESG and sustainability issues are of increasing importance to our investors, as well as our customers, and are essential to our Company’s long-term performance and value creation. OurThe Board is committed to corporate governance best practices and as such, is committed to integrating responsible ESG initiatives into our operations and strategic business objectives. BOARD COMMITTEE OVERSIGHT: As an indication of our Board’s ongoing commitment to ESG issues, in January 2019, the Board adopted a revised charter for the newly-renamed “Nominating, Governance and Corporate Responsibility Committee.” With the charter change, the Board delegated to the Committee authority to oversee the Company’s corporate responsibility andESG-related matters. The revised charter is available at http://www.sallybeautyholdings.com/investor-relations/corporate-governance/governance-documents.

COREThe Board and the Nominating, Governance and Corporate Responsibility Committee have oversight of the Company’s ESG VALUES REFLECTED IN OURplan. On a quarterly basis, this committee receives updates on management’s execution against ESG initiatives. On an annual basis, this committee advises on the long-term design of the Company’s ESG program. In 2020, the Compensation and Talent Committee was delegated oversight authority over the Company’s diversity and inclusion programs and goals. The charters for both Committees are available at http://investor.sallybeautyholdings.com. We have not incorporated by reference into this Proxy Statement the information included on or linked from our website, and you should not consider it to be part of this Proxy Statement.

Management of ESG-related projects is jointly led by our General Counsel, our CIO & Chief Transformation Officer and our Chief Human Resources Officer. Together they coordinate a cross-functional team of subject matter experts to drive progress towards ESG goals. Management reports quarterly to and engages with the Board and its Committees regarding progress against our ESG goals.

ESG – ETHICS CODE OF CONDUCT AND ETHICS:

Our Company’s core values regarding ESG and corporate responsibility are reflected in our Code of Business Conduct and Ethics (the “Code” (“Ethics Code”), which is the standard of conduct that applies to all of our employees, officers and directors. The Ethics Code reflects the Board’s beliefs about how we should conduct ourselves individually and as a company, and includes the following core valuesprinciples relating to corporate responsibility and ESG matters: conductingwe intend to operate our business as a good corporate citizen, in compliance with all laws, rules and regulations applicable to us and the conduct of our business; conducting operations with regard to the welfare of our employees and for the protection of the environmentenvironment; and the general public; and providingprovide equal opportunity to all employees and job applicants.employees.

TheOur Ethics Code is available on our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations. We intend to disclose on our website any substantive amendment to, or waiver from, a provision of the Ethics Code that applies to our principal executive officer, our principal financial officer, our principal accounting officer or persons performing similar functions. We have not incorporated

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Our ESG and sustainability strategy is informed by reference into this Proxy Statement the information includedSASB standards for specialty retailers and focuses primarily on or linked from our website, and you should not consider it to be part of this Proxy Statement.

STOCKHOLDER ENGAGEMENT:

Based on informal discussions with stockholders during the past year, the Board initiated a sustainability materiality assessment of the Company. As a result the Board determined that the Company’s ESG strategy should focus onfollowing five areas where we believe we can continue to have a material, meaningful impact, which include Energyimpact: Human Capital; Diversity, Inclusion and Environment; Product DevelopmentBelonging; Philanthropy and Community Impact; Environmental Sustainability and Responsible Sourcing; and DiversityData Protection and Inclusion.CyberSecurity.

Energy/Environment:HUMAN CAPITAL

OUR PEOPLE AND PURPOSE    Our Company’s purpose is “To inspire a more colorful, confident, and welcoming world.” Our purpose represents the impact that we intend to have in the world. We continuebelieve that the most immediate impact our Company can have is how we support, engage with and value our employees. At SBH, we deeply appreciate and care for our associates and believe they are a material and essential part of our global operations and strategy.

OUR CULTURE AND VALUES    Our Company values are the beating heart of our Company, and they embody how we intend to live up to and achieve our purpose. Our five core values form the bedrock of our culture, and are reflected in our greatest asset – our people. Very simply, our values underscore SBH’s commitment to building a diverse, inclusive company by helping each associate experience a genuine sense of belonging. They embody a culture where each associate can bring their full selves to work, and where everyone contributes to the conversation. Where each employee inspires their team and their customers with their passion and knowledge. Where employees are empowered to make progress toward reducingdecisions, to deliver for our environmental impact by reducing energy usagecustomers, and increasing energy efficiency. We have implemented a numberto take ownership of initiatives designed in part to reducetheir growth and development through education, training, and leadership opportunities. Where we take care of each other, our impact oncommunities, and the environment.planet.

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Our key human capital management objectives are to retain, develop and recruit a diverse group of highly qualified and dynamic employees and leaders throughout the Company. At SBH, we intend that our talent oversight policies and programs will create an inclusive environment and empower everyone at SBH to contribute to and share responsibility for our Company’s success.

TALENT AND CAREER DEVELOPMENT    SBH is committed to encouraging growth, well-being and career development of our associates through continuous learning opportunities online, independent development plans, and education financial assistance.

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DIVERSITY, INCLUSION AND BELONGING

OUR VALUES    At Sally Beauty CosmoProfwe celebrate differences, inclusivity and Armstrong McCall stores (will eliminate ~104 million plastic bags from landfills per year);

OUR WORKFORCE    One of our core values is “Be Yourself”, which to us means simply “Come as you are – everyone is welcome here.” Throughout our global workforce, this is something we take to heart and live out every day. We are committed to fostering a diverse and inclusive workforce where everyone is welcome and each person can be authentic about who they are at work. We believe our culture of inclusion and acceptance fosters and directly enhances the diversity within our global workforce. Our SBH team in the U.S. and Canada is over 90% women and over 48% racially/ethnically diverse. In 2019 and 2020, Forbes named our Company one of America’s Best Employers for Diversity. We recognize and celebrate the bedrock values of workforce diversity, inclusion, belonging and engagement within our teams. For us these are key drivers of the success of the business, as our associates should – and do – reflect the various qualities of our customers and what they desire and expect from SBH. To that end, we are committed to including a diverse slate of candidates for our job openings.

OUR CUSTOMERS    We have an incredibly diverse customer base that we serve in almost every community in the US, and we have an obligation to be accepting and inclusive composition and practices are being noticed and championed by others, as noted on page 17.

In Our Workforce: Our Company is 92% Female and 48% racially/ethnically diverse. In 2019 Forbes named our Company one of America’s Best Employers for Diversity.

In Our Customer Base: Ourbest ability. SBH customers span the entire continuum of gender and ethnic diversity. We sell products to treat and style every kind of hair; we deliver a tailored assortment of beauty products that serve the local communities where our 4,150over 4,080 U.S. and Canadian stores are located. Serving the diverse demographics and needs of our customers drives a culture and workforce that embraces and reflects the communities we serve.

Some examples of customer-focused actions we have taken in the past few years include:

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MINORITY AND WOMEN-OWNED BRANDS    SBH has a long history of partnering with women and minority-owned beauty brands, with SBH often providing their first major distribution point with a national or even international footprint. In the past two years 22 minority-owned brands have launched new products that SBH distributes. As of the end of FY22, our assortment includes:

SBH intends to actively build off this legacy of success by maintaining and growing our assortment of minority and women owned or founded brands.

FY22 ACCOMPLISHMENTS    In FY22, in addition to continuing many of the initiatives and programs already in place, we made progress on Diversity, Inclusion and Belonging in the following ways:

We will continue to develop and evolve how we enhance Diversity, Inclusion & Belonging throughout SBH. We recognize the value these initiatives bring to our Company, our associates, our customers and the communities we serve.

PHILANTHROPY AND COMMUNITY IMPACT

OUR VALUES    We are guided in our philanthropy and volunteering strategy by our purpose and core values. To us this means we place a high value on sharing our passion with, and taking care of, our community and the planet. We are committed to positively impacting the growth and well-being of our associates, customers and the communities in which we live and work by supporting causes that reflect the passion of our associates and customers. We want

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our associates and customers to realize the power of taking action – as an individual and as a team – and how much change we can drive in the world from small actions that we chose to take together.

OUR PEOPLE    SBH encourages employees to be aware of and involved in charitable works in their community. Our primary mechanism for accomplishing this has been our long-standing partnership with the United Way of Denton County in Denton, Texas where our Corporate Support Center is located. Our company has two senior leaders who sit on the local United Way Board of Directors, and three of our associates from our Corporate Support Center are involved in the United Way’s leadership development program. Each year we organize a pledge drive for employees and allow payroll deductions to be applied to the United Way or to another 501(c)(3)-qualified charity of their choice. And we organize other fundraising events to raise awareness and funds for the United Way.

OUR FOUNDATION    In FY22, we established SBH Inspires Foundation to implement our charitable initiatives and facilitate ESG-related goals consistent with the company’s purpose, values and long-term vision. In FY23, we will be working towards identifying core causes to support, and we expect that these will be rooted in our commitment to engage and inspire associates and customers and to contribute positively to the communities where our employees work and live. Going forward we plan to leverage the Foundation both to reflect and bring life to our purpose and values.

ACTIONS    During FY22 and through fall 2022, we took the following steps to inspire our associates and customers, and to drive positive change through philanthropy:

Director IndependenceENVIRONMENTAL SUSTAINABILITY

PURPOSE AND VALUES    In FY22 we continued to build on the strong progress we have made to responsibly manage our environmental impact. This progress is consistent with our desire to inspire a more colorful, confident and welcoming world, and to ultimately be part of something bigger than ourselves. We believe we have a duty to take care of the communities in which we operate, and to take care of our planet. We will continue to focus on improving our long-term sustainability and reducing our environmental impact across our global footprint.

GOVERNANCEThe Board and the Nominating, Governance and Corporate Responsibility Committee have strategic oversight over ESG matters and initiatives. Management of ESG-related projects is jointly led by our General Counsel, our CIO & Chief Transformation Officer and our Chief Human Resources Officer. Together they coordinate a cross-functional team of subject matter experts to drive progress towards ESG goals. Management reports quarterly to and engages with the Board and its Committees regarding progress against our ESG goals.

ACCOMPLISHMENTS    In FY22, we continued to evolve our focus on our global sustainability efforts. This year we partnered with Slalom, a global business and technology consulting company, who is a leader in partnering with companies to build out and advance their ESG framework. With the help of Slalom and our cross-functional ESG Working Group, Sally aligned to focus on two key areas: sustainable packaging and responsible supply chain. Within our two key focus areas, we will continue our journey with an explicit focus on energy management and sustainable packaging for our own brand products.

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Some of our Energy Management Accomplishments in FY22:

Going forward we will continue to align environmental and sustainable initiatives with our purpose, values and core business strategies to create a more sustainable company across our global footprint. In FY23 we are planning to:

RESPONSIBLE SOURCING

At SBH we believe that we are part of something bigger, and have a responsibility to take care of our community and our planet; we want to look outside our company and seek out ways to contribute positively in the world. We believe that one way we can achieve our purpose and reflect core values in our global operations is to accelerate sustainability in product development, packaging and sourcing, and we are committed to doing that. We continue to make progress toward our long-term sustainability goals.

Our Merchandising and Sourcing teams are regularly in contact with our vendors and suppliers about using more sustainable, cleaner and greener products and packaging. We seek to lock arms with vendors on the approach to sustainability issues and products. All finished formulas in our owned-brand products are cruelty-free, i.e., not tested on animals. In addition, our Company strives to avoid product formulations that contain parabens and phthalates.

In FY20, we launched Inspired By Nature, a line of hair color and care under our Ion brand, that utilizes strict sustainability guidelines as it relates to packaging: hair color is filled in 100% recycled aluminum tubes; hair color

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caps are made from PCR; unit cartons for all hair color are produced with materials that are sourced from sustainably-managed forests; and hair care packaging is fully recyclable.

In Europe, we adopted new policies around eco-friendly owned brands development, and have (1) consistently altered packaging to sustainable solutions, and (2) offered products with eco-friendly ingredients and eco-friendly certification. We have also issued a “Green Magazine” to share our initiatives with outside stakeholders.

In Europe, we launched WUNDERBAR, a fully re-shaped Care and Styling range that includes sustainable packaging (plastic from the ocean), eco-friendly ingredients and eco-friendly certification.

Our commitment to sustained responsible sourcing and ethical practices throughout our supply chain is also reflected in our Supplier Code of Conduct and Code of Business Conduct and Ethics.

Our Supplier Code of Conduct (Supplier Code) applies to our vendors’ and suppliers’ business activities, including work performed through subcontractors. The Supplier Code requires suppliers to comply with our standards regarding “Ethical Sourcing” (e.g., forced labor, child labor, human trafficking, conflict minerals, land rights), “Employment Practices” (e.g., fair treatment, non-discrimination, wages and benefits, and freedom of association), and “Health and Safety” (e.g., occupational safety, occupational injury and illness, sanitation and housing).

In addition, we expect all suppliers to comply fully with all laws and regulations applicable to their business. Under our Supplier Code we may conduct an investigation or audit to confirm compliance and in some cases may terminate a business relationship due to non-compliance.

Our commitment to responsible sourcing and ethical business practices is also reflected in our Code of Business Conduct and Ethics (Ethics Code), which applies to all SBH employees. The Ethics Code makes clear that we intend to operate “with regard to the welfare of SBH employees and for the protection of the environment and the general public.” Our Ethics Code requires employees to comply with our hazard communications program and to comply fully with all laws, rules and regulations affecting our business, including the national and local environmental and labor laws of our host nations and communities.

DATA PROTECTION AND CYBERSECURITY

Our Board of Directors understands the critical importance of managing evolving risks associated with cybersecurity threats. Our Company is committed to protecting the privacy and security of customer information and the integrity of our information technology systems.

The Audit Committee of the Board has primary responsibility for overseeing risks related to the cybersecurity threat landscape, including data protection and security breach readiness, although the full Board also exercises oversight over these risks. Our Chief Information Security Officer (CISO) reports directly to the Chair of the Audit Committee. We believe this accountability structure helps maintain the independence of the CISO while giving the Board direct and meaningful line-of-sight governance. The Audit Committee Chair regularly reports on cybersecurity discussions to the full Board.

On a quarterly basis, the CISO delivers a detailed report to the Audit Committee and/or the full Board on data protection and cybersecurity matters. The topics covered by these reports include risk identification and management strategies, cybersecurity strategy and governance structure, consumer data protection, the Company’s ongoing risk mitigation activities, learnings from data security incidents of peer companies, results of third-party assessments and testing, updates on annual associate training and other specific training initiatives.

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Numerous times per year, all employees receive simulated phishing attacks and are measured on how they interact with the attack and how quickly they report it. All employees participate in security awareness training throughout the year and specialized training is given to those within the Company that have elevated privileges.

In FY22 Erin Nealy Cox was re-elected by Shareholders as an independent director of the Company’s Board. In November 2022 the Board appointed Ms. Nealy Cox Chair Elect of the Nominating, Governance and Corporate Responsibility Committee. The addition of Ms. Nealy Cox strengthens the Board’s governance of cybersecurity matters and enhances overall Board-level subject-matter expertise and competency. Ms. Nealy Cox is a cybersecurity expert and former federal prosecutor with deep expertise in InfoSec issues and board governance. She is a partner at Kirkland & Ellis in their Government, Regulatory and Internal Investigations Group, and from 2003-2016 was executive managing director at Stroz Friedberg, a cybersecurity and investigation consulting firm, where she ultimately led the firm’s incident response business. In 2017 she served briefly as senior advisor to McKinsey & Co. in the firm’s cybersecurity and risk practice.

DIRECTOR INDEPENDENCE

Our Board of Directors is currently comprised of tentwelve non-management directors and Mr. Brickman,Ms. Paulonis, who is our President and Chief Executive Officer. Under the Corporate Governance Guidelines, our directors are deemed independent if the Board has made an affirmative determination that such director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and such director also satisfies the other independence requirements of the NYSE. Our Board of Directors has affirmatively determined that all of our current directors other than Mr. Brickman, and both new nominees for directors (Mr. Baer and Ms. Flur),Paulonis satisfy the independence requirements of our Corporate Governance Guidelines, as well as the NYSE, relating to directors. As part of its annual evaluation of director independence, the Board examined (among other things) whether any transactions or relationships exist currently (or existed during the past three years), between each independent director and us, our subsidiaries, affiliates, or independent auditors and the nature of those relationships under the relevant NYSE and SEC standards. The Board also examined whether there are (or have been within the past year) any transactions or relationships between each independent director and members of the senior management of the CorporationCompany or its affiliates.

All of our directors who serve as members of the Audit Committee, Compensation and Talent Committee and Nominating, Governance and Corporate Responsibility Committee are independent as required by the NYSE corporate governance rules. In addition, all of our Audit Committee members also satisfy the separate SEC independence requirements applicable to audit committee members and all of our Compensation and Talent Committee members satisfy the additional NYSE independence requirements applicable to compensation committee members.

Nomination of DirectorsNOMINATION OF DIRECTORS

The Board of Directors is responsible for nominating directors for election by our stockholders and filling any vacancies on the Board of Directors that may occur. The Nominating, Governance and Corporate Responsibility Committee is responsible for identifying individuals it believes are qualified to become members of the Board of Directors. The Nominating, Governance and Corporate Responsibility Committee considers recommendations for director nominees from a wide variety of sources, including other members of the Board of Directors, management, stockholders and, if deemed appropriate, from professional search firms. The Nominating, Governance and Corporate Responsibility Committee will take into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the listing standards of the NYSE. In addition, the Nominating, Governance and Corporate Responsibility Committee will take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including such candidate’s judgment, skill, integrity, and business and other experience and the perceived needs of the Board of Directors at that time. With regard to diversity, the Board of Directors and the Nominating, Governance and Corporate Responsibility Committee believe that sound governance of the CorporationCompany requires a wide range of viewpoints. As a result,

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although the Board of Directors does not have a formal policy regarding board diversity, the Board of Directors and Nominating, Governance and Corporate Responsibility Committee believe that the Board of Directors should be comprised of a well-balanced group of individuals with diverse backgrounds, educations, experiences and skills that contribute to board diversity, and the Nominating, Governance and Corporate Responsibility Committee considers such factors when reviewing potential director nominees.

Stockholder Recommendations or Nominations for Director CandidatesSTOCKHOLDER RECOMMENDATIONS OR

NOMINATIONS FOR DIRECTOR CANDIDATES

Our Corporate Governance Guidelines provide that our Nominating, Governance and Corporate Responsibility Committee will accept for consideration submissions from stockholders of recommendations for the nomination of directors. Acceptance of a recommendation for consideration does not imply that the Nominating, Governance and Corporate Responsibility Committee will nominate the recommended candidate. Director nominations by a stockholder or group of stockholders for consideration by our stockholders at our annual meeting of stockholders, or at a special meeting of our stockholders that includes on its agenda the election of one or more directors, may only be made pursuant to Section 1.06 or Section 1.07, as applicable, of ourBy-Laws or as otherwise provided by law. Nominations pursuant to ourBy-Laws are made by delivering to our Corporate Secretary, within the time frame

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At the 20202023 annual meeting, our stockholders will elect twelvenine individuals to serve on our Board.

Mandatory Retirement Age of DirectorsMANDATORY RETIREMENT OF DIRECTORS

Pursuant to our Corporate Governance Guidelines, it is the policy of the Board that nonon-management director should serve for more than 15 years in that capacity, although the Board may request that a director who would otherwise be due to retire continue his or her service if (a) the policy would result in multiple retirements in any12-month period or (b) the Board deems such service to be in the best interest of our stockholders. The Board remains committed to intentional, responsible succession planning and to maintaining an appropriate balance of outstanding qualifications, experience, professional skills and tenure.

Directors Who Change Their Present Job ResponsibilitiesDIRECTORS WHO CHANGE THEIR PRESENT JOB RESPONSIBILITIES

Pursuant to our Corporate Governance Guidelines, a director who experiences a significant change in job responsibilities or assignment will be required to submit aan offer of resignation to the Board. The remaining directors, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, will then determine the appropriateness of continued Board membership.

any, and providing information to the Board members in advance of meetings and between meetings. The Lead Independent Director, if any, is responsible for, among other things, coordinating the activities of the independent directors, coordinating with the ChairmanChair to set the agenda for Board meetings, chairing executive sessions of the independent (andnon-management) directors, reviewing and approving meeting schedules and information sent to the Board and liaising with the ChairmanChair and the Chief Executive Officer and the other independent directors.

Mr. BrickmanMs. Paulonis serves as our Chief Executive Officer and Mr. McMaster serves as our ChairmanChair of the Board. Ms. Ferguson serves as the Board’s Chair Elect. Our Board has determined that this leadership structure is appropriate at this time. In particular, our Board believes that this structure streamlines decision making and enhances accountability. Furthermore, our Board believes that the presence of an independent ChairmanChair of the Board and a majority of independent directors provides effective oversight of management.

Communications with the BoardCOMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may contact any member (or all members) of our Board (including thenon-management directors as a group, the ChairmanChair of the Board, any Board committee or any chair of any such committee) by addressing written correspondence to the attention of our Corporate Secretary at 3001 Colorado Boulevard, Denton, Texas 76210.76210. Our Corporate Secretary’s office will open all communications received for the

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Executive Committee. The Executive Committee consists of Messrs.Mr. Miller (chair)(Chair), Brickman, EisenbergMr. Head (Chair Elect), Ms. Ferguson, Mr. McMaster, Mr. Molloy, Ms. Nealy Cox and McMaster.Ms. Paulonis. The purpose of the Executive Committee is to assist our Board of Directors with its responsibilities and, except as may be limited by law, our Certificate of Incorporation or ourBy-Laws, to exercise the powers and authority of our Board of Directors when it is not in session. The Executive Committee is governed by the Executive Committee charter. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Audit Committee. The Audit Committee currently consists of Mr. McMaster (chair)(Chair), Mr. Eisenberg,Molloy (Chair Elect), Mr. Boyer, Ms. Ferguson,Flur, Mr. Gibbs,Head and Mr. Miller, and Ms. Paulonis.Miller. The Board has determined that each member of the Audit Committee is financially literate, that each member of the Audit Committee meets the independence requirements of the NYSE andRule 10A-3 of the Exchange Act and that each of Mr. Eisenberg, Mr. Gibbs, Mr. McMaster, Mr. Miller,Molloy, Mr. Boyer, Ms. Flur, Mr. Head and Ms. PaulonisMr. Miller qualifies as an “audit committee financial expert” under SEC rules.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities for:

The Compensation and Talent Committee’s processes for fulfilling its responsibilities and duties with respect to executive compensation and the role of our executive officers and management in the compensation process are each described under “Compensation Discussion and Analysis —– Compensation Decision-Making Process” of this Proxy Statement.

The Compensation and Talent Committee is governed by the Compensation and Talent Committee charter.charter, which was amended in 2020 to reflect the Committee’s new name and its additional oversight over talent, diversity and inclusion policies and initiatives. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations. Pursuant to its charter, the Compensation and Talent Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities to such subcommittees.

Pursuant to its charter, the Compensation and Talent Committee may retain such compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion and it has the sole authority to approve related fees and other retention terms. As described in greater detail in “Compensation Discussion and Analysis —– Compensation Decision-Making Process” of this Proxy Statement, the Compensation and Talent Committee engages an independent executive compensation consultant, Frederic W. Cook & Co., Inc., or FW Cook, to assist it in its review of our management compensation levels and programs to ensure that our executive compensation program is commensurate with those of public companies similar in size and scope to us. During its engagement, FW Cook has participated in meetings of the Compensation and Talent Committee and advised it with respect to compensation trends and practices, plan design and the reasonableness of individual awards. FW Cook has not performed any services for our management.

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environmental, social and governance-related matters and makes recommendations to the Board. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Marketing CommitteeCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

The MarketingCompensation and Talent Committee which was established in 2019, consists of Ms. Mooney (chair) andFerguson (Chair), Ms. Heasley. The purpose of the Marketing Committee is to advise the Board on marketing matters, including overall customer insight, marketing strategy and capability development, and the development and implementation of the Company’s marketing plan.

The Marketing Committee is governed by the Marketing Committee charter, which was adopted on April 24, 2019. A copy of this charter is available on the corporate governance section of our website at http://investor.sallybeautyholdings.com and is available in print to any person, without charge, upon written request to our Vice President of Investor Relations.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists ofBishop, Mr. Rabin (chair),Boyer, Ms. Flur, Ms. Heasley and Ms. Mulder.Mr. Rabin. No member of our current Compensation and Talent Committee is or has been one of our officers or employees or has had any relationship requiring disclosure under SEC rules. In addition, during FY19,FY22, none of our executive officers of which served as:

Compensation Risk AssessmentCOMPENSATION RISK ASSESSMENT

The Compensation and Talent Committee has reviewed with management the design and operation of our incentive compensation arrangements, including the performance objectives and target levels used in connection with incentive awards, for the purpose of assuring that these arrangements do not provide our executives or employees with

relationship is as an employee, an officer or a director also constitutes an interested transaction. A “related party” is defined as any person who is or was (since the beginning of the last fiscal year for which the CorporationCompany has filed an Annual Report onForm 10-K and proxy statement, even if such person does not presently serve in that role) (1) an officer (including at the Vice President level or above), director or nominee for election as a director of the CorporationCompany or any of its subsidiaries, (2) a greater than five percent beneficial owner of any class of the Corporation’sCompany’s Common Stock or other equity securities, or (3) an immediate family member of any of the foregoing individuals.

Subject to several exceptions (as described below), all interested transactions must be approved or ratified by the Audit Committee of the Board of Directors, taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, as well as the extent of the related party’s interest in the transaction. An interested transaction may be approved or ratified if it is determined in good faith that, under all of the circumstances, the transaction is fair to the Corporation.Company. The Audit Committee may impose such conditions as it deems appropriate on the CorporationCompany or the related party in connection with the approval of the transaction.

No director participates in any discussion or approval of an interested transaction for which he or she is a related party, except to the extent the director provides material information concerning the transaction to the Audit Committee. If an interested transaction remains ongoing, the Audit Committee must review and assess, on at least an annual basis, ongoing relationships with the related party to ensure that the interested transaction remains appropriate. In addition, if an interested transaction involving a member of the Board may constitute an actual or potential director conflict of interest, the General Counsel shall notify the Chair of the Nominating, Governance and Corporate Responsibility Committee of such interested transaction.

Under the policy, the following categories of interested transactions have been deemed by the Audit Committee to bepre-approved, even if in excess of $20,000, unless otherwise specifically determined by the committee: (1) any employment by the CorporationCompany of an officer of the CorporationCompany or any of its subsidiaries if the related compensation is approved (or recommended to the Board of Directors for approval) by the Corporation’sCompany’s Compensation and Talent Committee,

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Directors’ Compensation and BenefitsDIRECTORS’ COMPENSATION AND BENEFITS

FY19FY22 Director Compensation Table (1)

Cash Compensation

In FY19,FY22, pursuant to the Director Compensation Policy, each of our independent directors received an annual cash retainer of $70,000, payable in advance in four quarterly installments. Forin-person Board or committee meetings during FY19,FY22, each independent director in attendance received $2,000 per meeting. For telephonic Board or committee meetings for which minutes were kept, each independent director in attendance received $1,000 per meeting.

Additional annual cash retainers were paid to each independent director who served as the ChairmanChair of the Board (Mr. McMaster) or chairpersonchair of the Audit Committee (Mr. McMaster), Compensation Committee (Mr. Rabin), Marketingand Talent Committee (Ms. Mooney)Ferguson) or the Nominating, Governance and Corporate Responsibility Committee (Mr. Eisenberg). The following table sets forth the annual cash retainers for services rendered in FY19:FY22.

In November 20182021 the Compensation and Talent Committee awarded Mr. McMaster an additional $100,000Non-Executive cash retainer and Mr. Eisenberg an additional cash payment of $32,000, each for his increased responsibilities to the Company during FY18. Both awards wereFY22. The award was paid out in FY19FY22.

Equity-Based Compensation

Pursuant to our Director Compensation Policy, each independent director, with the exception of Mr. McMaster, was granted an annual equity-based retainer award with a value at the time of grant of $140,000. Mr. McMaster was granted an annual equity-based retainer award with a value at the time of grant of $190,000. For FY19,FY22, these awards were granted in accordance with the 20102019 Omnibus Incentive Plan in the form of RSUs that vested on September 30, 2019, the last day of the fiscal year,November 15, 2022, subject to the director’s continued service on the Board on such date. On November 5, 2019,3, 2021, each independent director, with the exception of Mr. McMaster, received an award of 8,4088,045 RSUs. Mr. McMaster received an award of 11,41110,919 RSUs. As provided in the Director Compensation Policy, each independent director may elect to defer delivery of the shares of Common Stock that would otherwise be due on the vesting date until a later date specified by the independent director. If an independent director does not make such election, he or she will receive shares of Common Stock in settlement of the RSU on the vesting date. Vesting accelerates on apro-rata basis in the event of the director’s death or disability.

Stock Ownership and Retention Guidelines

Pursuant to our stock ownership guidelines, each independent director must own shares of Common Stock in an amount equal to five times the base annual cash retainer (excluding additional annual cash retainers for the ChairmanChair of the Board and committee chairpersons,chairs, and all meeting fees). Independent directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements. Until such time as the required equity ownership is reached, the independent director must retain 100% of the shares of Common

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Travel Expense Reimbursement

Each of our independent directors is entitled to reimbursement for reasonable travel expenses properly incurred in connection with his or her functions and duties as a director. With respect to air travel, reimbursements are limited to the cost of first-class commercial airline tickets for the trip.

Director Indemnification AgreementsDIRECTOR INDEMNIFICATION AGREEMENTS

Our Board of Directors approved and authorized us to enter into an indemnification agreement with each member of the Board. The indemnification agreement is intended to provide directors with the maximum protection available under applicable law in connection with their services to us.

Each indemnification agreement provides, among other things, that subject to the procedures set forth therein, we will, to the fullest extent permitted by applicable law, indemnify an indemnitee if, by reason of such indemnitee’s corporate status as a director, such indemnitee incurs any losses, liabilities, judgments, fines, penalties or amounts paid in settlement in connection with any threatened, pending or completed proceeding, whether of a civil, criminal, administrative or investigative nature. In addition, each indemnification agreement provides for the advancement of expenses incurred by an indemnitee, subject to certain exceptions, in connection with any proceeding covered by the indemnification agreement. Each indemnification agreement also requires that we cover an indemnitee under liability insurance available to any of our directors, officers or employees. Our indemnification obligations under these agreements are primary for all claims against our directors.

No Material ProceedingsNO MATERIAL PROCEEDINGS

As of December 6, 2019November 30, 2022 there are no material proceedings to which any of our directors, executive officers or affiliates, or any owner of record or beneficially of more than five percent of our Common Stock (or their associates) is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

  2022 Proxy Statement

BENEFICIAL OWNERSHIP OF

COMPANY’S STOCK

The following tables set forth certain information regarding the beneficial ownership, as of November 15, 2019,28, 2022, of: (i) our Common Stock by each current director (including director nominees) or executive officer and of all the current directors (including director nominees) and executive officers as a group; and (ii) our Common Stock by each person believed by us (based upon their Schedule 13D or 13G filings with the SEC) to beneficially own more than 5% of the total number of outstanding shares. The number of shares beneficially owned by each person or group as of November 15, 2019,28, 2022, includes shares of Common Stock that such person or group had the right to acquire on or within 60 days after November 15, 2019,28, 2022, including upon the exercise of options. The total number of outstanding shares on which the percentages of share ownership in the tables are based is 116,326,372.107,042,649. All such information is estimated and subject to change. Each outstanding share of Common Stock entitles its holder to one vote on all matters submitted to a vote of our stockholders. Except as specified below, the business address of the persons listed is our headquarters, 3001 Colorado Boulevard, Denton, Texas 76210.

Ownership of our Common Stock is shown in terms of “beneficial ownership.” Amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which he has a right to acquire beneficial ownership within 60 days. More than one person may be considered to beneficially own the same shares. In the table below, unless otherwise noted, a person has sole voting and dispositive power for those shares shown as beneficially owned by such person.

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SECURITIES OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

Securities Owned by Directors and Executive Officers

  2022 Proxy Statement

PERSONS OWNING MORE THAN FIVE-PERCENT OF THE COMPANY’S COMMON STOCK