SALLY BEAUTY HOLDINGS, INC. (NYSE:SBH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 31, 2019, the Company held its 2019 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 120,544,100 and each share of common stock was entitled to one vote.The holders of 114,824,749 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 twelve directors to the Board of Directors to hold office until the 2020 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; |
|
(iii) |
the approval of the Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan; and |
|
(iv) |
the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 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 2020 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 |
|
Christian A. Brickman |
111,530,276 |
447,181 |
87,541 |
2,759,751 |
|
Marshall E. Eisenberg |
110,834,231 |
1,142,128 |
88,639 |
2,759,751 |
|
Diana S. Ferguson |
111,693,972 |
284,185 |
86,841 |
2,759,751 |
|
David W. Gibbs |
111,617,162 |
358,875 |
88,961 |
2,759,751 |
|
Linda Heasley |
111,677,697 |
300,482 |
86,819 |
2,759,751 |
|
Joseph C. Magnacca |
111,673,744 |
301,201 |
90,053 |
2,759,751 |
|
Robert R. McMaster |
110,823,453 |
1,151,592 |
89,953 |
2,759,751 |
|
John A. Miller |
110,830,124 |
1,144,699 |
90,175 |
2,759,751 |
|
P. Kelly Mooney |
111,643,048 |
332,520 |
89,430 |
2,759,751 |
|
Susan R. Mulder |
111,679,628 |
297,824 |
87,546 |
2,759,751 |
|
Denise Paulonis |
111,704,700 |
273,329 |
86,969 |
2,759,751 |
|
Edward W. Rabin |
110,400,157 |
1,575,147 |
89,694 |
2,759,751 |
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 |
|
107,912,507 |
4,031,413 |
121,078 |
2,759,751 |
Proposal 3 – Approval of the Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan
The Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan, was approved.The results of the vote were as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
106,054,676 |
5,977,305 |
33,017 |
2,759,751 |
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 2019 fiscal year was ratified.The results of the ratification were as follows:
|
For |
Against |
Abstain |
|
113,144,662 |
1,587,332 |
92,755 |
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.
