REGIS CORPORATION (NYSE:RGS) Files An 8-K Termination of a Material Definitive Agreement

REGIS CORPORATION (NYSE:RGS) Files An 8-K Termination of a Material Definitive Agreement
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

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On October23, 2018, Regis Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Edina, Minnesota. At the Annual Meeting, the Company’s shareholders approved the Regis Corporation 2018 Long Term Incentive Plan (the “2018 Plan”). Upon approval of the 2018 Plan, the Company ceased granting awards under the Company’s 2016 Long Term Incentive Plan (the “2016 Plan”).

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As described above, at the Annual Meeting, the Company’s shareholders approved the 2018 Plan. The 2018 Plan authorizes 1,900,000 shares of the Company’s common stock, plus any shares remaining available for issuance under the 2016 Plan as of the date of the Annual Meeting, for the issuance of awards under the 2018 Plan. Any employee, officer, director or other individual who is selected by the Compensation Committee, is eligible to receive an award under the 2018 Plan.

This summary of the 2018 Plan is qualified in its entirety by reference to the full text of the 2018 Plan, a copy of which is attached as Appendix A to the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 6, 2018 (the “Proxy Statement”).

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The proposals are described in detail in the Proxy Statement for the Annual Meeting.

1. Election of Directors. The shareholders elected the eight director nominees to serve for a one-year term. The results of the vote on the election of directors were as follows:

DIRECTORNOMINEE

For

Against

Abstain

Broker Non-Votes

Daniel G. Beltzman

38,451,188

966,233

2,822

1,584,242

Virginia Gambale

39,047,421

370,913

1,909

1,584,242

David J. Grissen

38,761,740

655,903

2,600

1,584,242

Mark S. Light

38,625,441

619,318

175,484

1,584,242

Michael J. Merriman

38,996,135

416,250

7,858

1,584,242

M. Ann Rhoades

39,013,526

401,612

5,105

1,584,242

Hugh E. Sawyer III

39,027,229

384,856

8,158

1,584,242

David P. Williams

38,795,217

617,068

7,958

1,584,242

2. Say-on-Pay Proposal. The shareholders approved the advisory proposal on the compensation of the Company’s named executive officers. The results of the advisory vote on the say-on-pay proposal were as follows:

For

39,212,709

Against

164,355

Abstain

43,179

Broker Non-Votes

1,584,242

3. 2018 Long Term Incentive Plan. The shareholders approved the 2018 Plan. The results of the vote on the 2018 Plan were as follows:

For

37,226,801

Against

2,164,913

Abstain

28,529

Broker Non-Votes

1,584,242

4. Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June30, 2019. The results of the vote on the ratification of the appointment of PricewaterhouseCoopers were as follows:

For

39,855,309

Against

1,131,854

Abstain

17,322


About REGIS CORPORATION (NYSE:RGS)

Regis Corporation owns, franchises and operates beauty salons. The Company operates through three segments: North American Value, North American Premium and International. As of June 30, 2016, the Company’s North American Value salon operations consisted of 5,784 Company-owned salons and 2,496 franchised salons operating in the United States, Canada and Puerto Rico. As of June 30, 2016, the Company’s North American Premium salon operations consisted of 680 Company-owned salons operating in the United States, Canada, and Puerto Rico. As of June 30, 2016, the Company’s International operations consisted of 328 Company-owned salons in the United Kingdom. The services supplied by its salons include haircutting and styling, hair coloring and other services. As of June 30, 2016, it owned, franchised or held ownership interests in 9,483 locations around the world. The Company’s salons operate primarily under the trade names of SmartStyle, Supercuts, MasterCuts, Regis Salons and Cost Cutters.

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