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Published: 2022-02-01 18:30:33 ET
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sbh-8k_20220127.htm
false 0001368458 0001368458 2022-01-27 2022-01-27

 

 

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 27, 2022

(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.)

 

 

 

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 7.01. Regulation FD Disclosure.

 

On January 27, 2022, Sally Beauty Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).  The number of shares of the Company’s common stock entitled to vote at the Annual Meeting was 112,234,067 and each share of common stock was entitled to one vote.  The holders of 105,418,486 shares of common stock were present at the Annual Meeting, either in person or by proxy, constituting a quorum.

At the Annual Meeting, the Company’s stockholders acted upon the following matters:

 

(i)

the election of ten directors to the Board of Directors to hold office until the 2023 Annual Meeting of Stockholders;

(ii)

the approval of an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation; and

(iii)

the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 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 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.  The results of the election were as follows:

 

 

 

 

 

 

 

 

 

 

Nominee

For

Against

Abstain

Broker Non-Votes

Marshall E. Eisenberg

95,131,457

7,573,647

51,690

2,661,692

Diana S. Ferguson

100,618,250

2,091,511

47,033

2,661,692

Dorlisa K. Flur

102,063,997

644,054

48,743

2,661,692

James M. Head

101,959,269

746,637

50,888

2,661,692

Linda Heasley

102,068,894

638,526

49,374

2,661,692

Robert R. McMaster

100,036,934

2,668,127

51,733

2,661,692

John A. Miller

100,360,146

2,344,437

52,211

2,661,692

Erin Nealy Cox

102,504,780

203,829

48,185

2,661,692

Denise Paulonis

101,603,979

1,105,161

47,654

2,661,692

Edward W. Rabin

101,163,767

1,541,276

51,751

2,661,692

   

 

 

 

 

 

Proposal 2 – Approval of Non-Binding Resolution Regarding Executive Officer Compensation

 

The compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, was approved on an advisory (non-binding) basis.  The results of the advisory vote were as follows:

 

For

Against

Abstain

Broker Non-Votes

100,597,759

1,938,558

220,477

2,661,692

 

Proposal 3 – Ratification of Selection of Auditors

 

The Board of Directors’ selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was ratified.  The results of the ratification were as follows:

 

 

 

 

For

Against

Abstain

104,106,712

1,257,561

54,213

 

 

 

 

 

 

 

 

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.

 

 

 

 

February 1, 2022

By:

/s/ Denise Paulonis

 

 

Name: Denise Paulonis

 

 

Title: President and Chief Executive Officer