UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 26, 2023
(Date of earliest event reported)
SALLY BEAUTY HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-33145 | 36-2257936 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3001 Colorado Boulevard, Denton, Texas | | 76210 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (940) 898-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | SBH | | New York Stock Exchange |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 26, 2023, Sally Beauty Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Messrs. Marshall Eisenberg, Robert McMaster, John Miller and Edward Rabin retired from the Company’s Board of Directors at the end of the Annual Meeting, having completed their respective terms.
Item 7.01. Regulation FD Disclosure
The number of shares of the Company’s common stock entitled to vote at the Annual Meeting was 107,042,649 and each share of common stock was entitled to one vote. The holders of 99,317,465 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:
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(i) | the election of nine directors to the Board of Directors to hold office until the 2024 Annual Meeting of Stockholders; |
(ii) (iii) | 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; the expression of the views of the stockholders on how frequently advisory votes on executive compensation, such as Proposal 2, will occur; and |
(iv) | the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year. |
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 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the election were as follows:
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Nominee | For | Against | Abstain | Broker Non-Votes |
Rachel R. Bishop | 94,106,724 | 1,651,816 | 21,480 | 3,537,445 |
Jeffrey Boyer | 95,509,686 | 244,387 | 25,947 | 3,537,445 |
Diana S. Ferguson | 95,004,769 | 752,510 | 22,741 | 3,537,445 |
Dorlisa K. Flur | 95,254,483 | 503,869 | 21,668 | 3,537,445 |
James M. Head | 95,369,228 | 385,472 | 25,320 | 3,537,445 |
Linda Heasley | 95,402,606 | 352,546 | 24,868 | 3,537,445 |
Lawrence “Chip” Molloy | 94,029,911 | 1,725,245 | 24,864 | 3,537,445 |
Erin Nealy Cox | 95,317,370 | 439,807 | 22,843 | 3,537,445 |
Denise Paulonis | 95,569,552 | 187,033 | 23,435 | 3,537,445 |
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:
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For | Against | Abstain | Broker Non-Votes |
92,874,033 | 2,690,746 | 215,241 | 3,537,445 |
Proposal 3 – Advisory Vote on Frequency of Advisory Votes on Executive Compensation
The Stockholders indicated a preference that advisory votes on executive compensation, such as Proposal 2, occur every 1 year. The results of the advisory vote were as follows:
| | | |
1 Year | 2 Year | 3 Year | Abstain |
93,378,657 | 47,763 | 2,283,827 | 69,773 |
In accordance with the results of this vote, the Board of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is scheduled to occur at the 2029 Annual Meeting.
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 2023 fiscal year was ratified. The results of the ratification were as follows:
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For | Against | Abstain |
98,363,532 | 927,813 | 26,120 |
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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. |
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January 31, 2023 | By: | /s/ Denise Paulonis |
| | Name: Denise Paulonis |
| | Title: President and Chief Executive Officer |
