false 0001368458 0001368458 2025-01-24 2025-01-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 24, 2025

(Date of earliest event reported)

 

 

SALLY BEAUTY HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-33145   36-2257936

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3001 Colorado Boulevard,

Denton, Texas

  76210
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 777-5706

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   SBH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders

On January 24, 2025, Sally Beauty Holdings, Inc. (the “Company”) held its 2025 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 102,472,251 and each share of common stock was entitled to one vote. The holders of 95,995,209 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 nine directors to the Board of Directors to hold office until the 2026 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. 2025 Omnibus Incentive Plan;

 

(iv)

the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year; and

 

(v)

vote on a stockholder proposal to adopt a new director election resignation guideline.

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 2026 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

Rachel R. Bishop

   91,007,254    1,597,529    12,456    3,377,970

Jeffrey Boyer

   91,845,224    758,999    13,016    3,377,970

Diana S. Ferguson

   91,186,290    1,332,887    98,062    3,377,970

Dorlisa K. Flur

   91,237,152    1,280,949    99,138    3,377,970

James M. Head

   92,036,047    435,386    145,806    3,377,970

Lawrence “Chip” Molloy

   92,119,033    485,349    12,857    3,377,970

Erin Nealy Cox

   91,353,806    1,251,268    12,165    3,377,970

Denise Paulonis

   92,042,566    430,639    144,034    3,377,970

Debra Perelman

   88,586,684    3,956,850    73,705    3,377,970


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

88,633,909

   3,377,723    605,607    3,377,970

Proposal 3 – Approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan

The Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The results of the vote were as follows:

 

For

  

Against

   Abstain    Broker Non-Votes

88,352,584

   3,907,470    357,185    3,377,970

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 2025 fiscal year was ratified. The results of the ratification were as follows:

 

For

        Against         Abstain

94,662,532

      964,527       368,150

Proposal 5 – Vote on a Stockholder Proposal to Adopt a New Director Election Resignation Guideline

The stockholder proposal to adopt a new director election resignation guideline was not approved. The results of the vote were as follows:

 

For

  

Against

   Abstain    Broker Non-Votes

35,689,992

   56,392,272    534,975    3,377,970


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SALLY BEAUTY HOLDINGS, INC.
January 29, 2025     By:  

/s/ Denise Paulonis

      Name: Denise Paulonis
      Title: President and Chief Executive Officer
v3.24.4
Document and Entity Information
Jan. 24, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001368458
Document Type 8-K
Document Period End Date Jan. 24, 2025
Entity Registrant Name SALLY BEAUTY HOLDINGS, INC.
Entity Incorporation State Country Code DE
Entity File Number 1-33145
Entity Tax Identification Number 36-2257936
Entity Address, Address Line One 3001 Colorado Boulevard
Entity Address, City or Town Denton
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76210
City Area Code (800)
Local Phone Number 777-5706
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value
Trading Symbol SBH
Security Exchange Name NYSE
Entity Emerging Growth Company false

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