Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On October 28, 2026, Regis Corporation (the "Company") determined that Jamie Suarez, the Company’s Executive Vice President, Company Operations, would no longer serve in his officer role effective at the end of the day on October 30, 2026 and…
Filed Nov 3, 2026Accepted Nov 3, 2026, 4:05 PM ESTCIK 716643Accession 0000716643-26-000034
Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of March 31, 2025, the Company franchised or owned 4,087 locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Relations section of the corporate website at www.regiscorp.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 28, 2026, Regis Corporation (the "Company") determined that Jamie Suarez, the Company’s Executive Vice President, Company Operations, would no longer serve in his officer role effective at the end of the day on October 30, 2026 and his employment will terminate at the end of the day on November 22, 2026 under circumstances entitling him to severance benefits under the Company’s amended and restated senior executive severance policy, which benefits are subject to a release of claims and other covenants set forth in the policy.
Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 28, 2026, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting.
1. Election of Directors. The results of the vote on the election of directors were as follows:
Director Nominee For Against Abstain Broker Non-Vote
─────────────────────────────────────────────────────────────────────────────────────
Andrew Alfano 679,755 759,046 17,451 592,063
Lockie Andrews 353,693 1,085,118 17,441 592,063
Nancy Benacci 355,843 1,082,977 17,432 592,063
William Charters 1,415,415 36,005 4,832 592,063
Susan Lintonsmith 540,911 912,785 2,556 592,063
Michael Mansbach 355,875 1,082,840 17,537 592,063
Under the Company’s majority voting policy, a director nominee must tender a conditional offer of resignation subject to acceptance or rejection by the Company’s board of directors in the event the director does not receive a majority of votes cast for his or her election. As a result, Mr. Alfano, Ms. Andrews, Ms. Benacci, Ms. Lintonsmith and Mr. Mansbach offered to tender their resignations from the board of directors, with the effectiveness of such offered resignation conditioned upon the board of directors’ acceptance thereof. The board of directors will then decide whether each offered resignation should be accepted or rejected, or whether other actions should be taken. The board of directors will publicly announce its decision and rationale regarding the offered resignations within 90 days after the election results have been certified. As provided in the majority voting policy, each director who did not receive a majority vote will not participate in the decision of the board of directors with respect to his or her resignation, but all directors’ service will otherwise continue pending the outcome of those decisions.
The board of directors unanimously recommended to shareholders all proposals, and leading proxy advisory firms recommended in favor of the election of all director nominees and the Company’s say-on-pay vote. Accordingly, the Company, in an effort being led by the newly appointed Board Chair, Mr. Alfano, is engaging with its shareholders to better understand the reasons for shareholders’ voting decisions that will inform the board’s decision regarding the offered resignations.
2. Say-on-Pay Proposal. The results of the advisory vote on the compensation of the Company’s named executive officers (say-on-pay vote) were as follows:
For 422,593
Against 956,752
Abstain 76,907
Broker Non-Votes 592,063
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The results of the vote on the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm were as follows:
For 1,950,309
Against 67,891
Abstain 30,115