REGIS CORPORATION (NYSE:RGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 17, 2017, Regis Corporation (the Company) announced that
after successful completion of the CEO transition Daniel Hanrahan
has left the Company, and the Board of Directors has appointed Hugh
E. Sawyer as President and Chief Executive Officer and a member of
the Board of Directors, effective April 17, 2017. The Company
issued a press release announcing the management changes, a copy of
which is included as Exhibit 99.

Subject to his execution of a release, Mr. Hanrahan will receive
the severance benefits triggered by a termination without cause
under his employment agreement, as amended, as well as the policies
of the Company applicable to terminations without cause. He will
also receive a cash payment equal to the value of his
performance-based restricted stock units (PSUs) which were earned
but not yet vested, valued at the Companys closing stock price on
April 14, 2017. He also resigned as a member of the Board of
Directors on April 16, 2017.

Mr. Sawyer, 62, has been a Managing Director of Huron Consulting
Group Inc. (Huron), a management consulting firm, since January
2010, and led the Operational Improvement Service Line for Huron’s
Business Advisory Practice. He has more than 35 years of experience
leading operational improvements, turnarounds, mergers and
acquisitions and strategic transformations for both public and
private companies across a diverse group of industries. While at
Huron, he served as Interim President and CEO of JHT Holdings,
Inc., a provider of specialized transportation and logistics
services, from January 2010 to March 2012, as the Chief
Administrative Officer of Fisker Automotive Inc. (now known as
Fisker Inc.), a manufacturer of hybrid electric vehicles, from
January 2013 to March 2013 and as Chief Restructuring Officer of
Fisker Automotive from March 2013 to October 2013, and as Interim
President of Euramax International, Inc. , a global manufacturer of
building products from February 2014 to August 2015. He has served
as the president or chief executive officer of a total of eight
companies, including Wells Fargo Armored Service Corporation, The
Cunningham Group, Inc., National Linen Service, Inc., Aegis
Communications Group, Inc., Allied Holdings, Inc., and Legendary
Holdings, Inc. Mr. Sawyer has also served as a director of numerous
public and private companies, including Energy Future Competitive
Holdings Company LLC and Texas Competitive Electric Holdings
Company LLC from 2013 to October 2016, and Edison Mission Energy
from July 2012 to April 2014 and thereafter on the Board of
Managing Trustees of the EME Reorganization Trust until December
2016.

Mr. Sawyer supervised the Huron engagement at Regis from October
2016 to March 2017. He is not an officer or director of Huron, and
did not have and will not have a material direct or indirect
interest in the relationship between the Company and Huron. There
are no family relationships between Mr. Sawyer and any director or
executive officer of the Company.

The Compensation Committee has approved the material terms of an
employment agreement with Mr. Sawyer. This agreement is effective
upon his commencement of employment, with an initial term of three
years, and thereafter renewing annually. In consideration for Mr.
Sawyers services as President and Chief Executive Officer, he will
be entitled to an annual base salary of $950,000, a target annual
bonus opportunity of 115% of his annual base salary (with annual
awards beginning in fiscal 2018), a sign-on bonus of $585,000, and
sign-on equity awards with an aggregate value of $5.0 million,
comprised of approximately $4.0 million of stock-settled stock
appreciation rights (the SARs) and $1.0 million of restricted stock
units (the RSUs). Mr. Sawyer will not receive an additional equity
grant when the Company makes its fiscal 2018 annual grants in
August 2017.

Mr. Sawyers initial equity awards are scheduled to vest on the
second anniversary of the date of grant subject to Mr. Sawyers
continued service through that date, and in the case of the RSUs,
also subject to the satisfaction of performance goals related to
the Companys stock price, and subject in each case to certain
accelerated vesting events. Furthermore, the SARs will not become
exercisable and the RSUs will not be settled until the third
anniversary of the date of grant, and the SARs will be exercisable
until the tenth anniversary of the date of grant. The SARs are
granted to the employment inducement exception of the NYSE rules.
Commencing August 2018, Mr. Sawyer will be eligible to receive
annual equity grants to the Companys Long Term Incentive Plan
commensurate with his position. The Company has also agreed to
reimburse Mr. Sawyer up to $175,000 for temporary housing expenses
for 18 months and to pay him any unspent portion if he remains
employed after 18 months.

If Mr. Sawyers employment is terminated during the initial
three-year term either by the Company without Cause or by Mr.
Sawyer for Good Reason, each as defined in the employment
agreement, he would be entitled to two times his base salary and an
amount equal to the bonus he would have earned for the fiscal year
of termination, prorated to reflect the portion of the fiscal year
before his termination. If Mr. Sawyers employment is terminated by
the Company without Cause or by Mr. Sawyer for Good Reason during
any one-year renewal term after the initial three-year term, this
severance would be one times his base salary plus a prorated bonus.
He would also be entitled to accelerated vesting and settlement of
the RSUs if performance goals

related to the Companys stock price have been met and accelerated
vesting of the SARs, with the period of exercisability based on
performance goals related to the Companys stock price. The
severance and acceleration benefits are contingent upon Mr. Sawyer
signing and not rescinding a release and complying with the
provisions of the employment agreement providing for
non-competition and non-solicitation for 24 months after
termination of employment.

The Companys press release regarding these matters is attached
hereto as Exhibit 99.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.