SALLY BEAUTY HOLDINGS,INC. (NYSE:SBH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Effective April26, 2017, the Board of Directors (the Board) of
Sally Beauty Holdings,Inc. (the Company) approved amendments to
the Companys Sixth Amended and Restated By-laws to
implementmajority votingin director elections (the Bylaw
Amendments). Under the Bylaw Amendments, each director will be
elected by the vote of a majority of the votes cast with respect
to that directors election, except that in a contested election
as defined in the Bylaw Amendments, directors will be elected by
plurality vote. For purposes of these provisions, a majority of
votes cast shall mean that the number of votes cast for a
directors election exceeds the number of votes cast against that
directors election. Abstentions and broker non-votes will not be
counted as votes cast either for or against a directors election.
Prior to the Bylaw Amendments, director elections were decided by
a plurality vote in all cases.

In connection with the Bylaw Amendments, the Company also amended
its Corporate Governance Guidelines to require that director
nominees tender irrevocable resignations that will be effective
only upon (i)the failure to receive the required vote at the next
stockholder meeting at which they face re-election and
(ii)acceptance of such resignation by the Board. If an incumbent
director fails to receive the required vote for re-election, the
Nominating and Corporate Governance Committee of the Board will
make a recommendation to the Board on whether to accept or reject
the resignation, or whether other action should be taken. The
Board will act on the Nominating and Corporate Governance
Committees recommendation and publicly disclose its decision and
the rationale behind it within 90 days from the date of the
certification of the director election results. The Nominating
and Corporate Governance Committee and the Board may consider any
factors they deem relevant in deciding whether to accept a
directors resignation.

In addition to the implementation of majority voting for director
elections, the Bylaw Amendments also removed all remaining
references in the Companys By-laws to the Companys classified
board structure that was phased out at the Companys 2016 annual
meeting of stockholders.

The foregoing descriptions of the Bylaw Amendments and the
amendments to the Corporate Governance Guidelines do not purport
to be complete and are qualified in their entirety by reference
to the Restated Bylaws that are attached hereto as Exhibit3.1 and
incorporated by reference herein, and to the Corporate Governance
Guidelines, as amended and restated, which are available on the
Companys website at www.sallybeautyholdings.com under the
Corporate Governance section of our website. Except to the extent
explicitly stated herein, the information on the Companys website
is not incorporated herein by reference.

About SALLY BEAUTY HOLDINGS, INC. (NYSE:SBH)

Sally Beauty Holdings, Inc. is an international specialty retailer and distributor of professional beauty supplies with operations primarily in North America, South America and Europe. The Company operates through two business segments: Sally Beauty Supply and Beauty Systems Group (BSG). Sally Beauty Supply is a domestic and international chain of cash and carry retail stores, which offers professional beauty supplies to both salon professionals and retail customers primarily in North America, Puerto Rico, and parts of Europe and South America. BSG, including its franchise-based business Armstrong McCall, is a full service beauty supply distributor, which offers professional brands of beauty products directly to salons and salon professionals through its own sales force and professional-only stores (including franchise stores) in partially exclusive geographical territories in North America and parts of Europe.

SALLY BEAUTY HOLDINGS, INC. (NYSE:SBH) Recent Trading Information

SALLY BEAUTY HOLDINGS, INC. (NYSE:SBH) closed its last trading session down -0.28 at 19.02 with 1,672,023 shares trading hands.