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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 28, 2021

(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: (940) 898-7500

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 7.01. Regulation FD Disclosure.

 

On January 28, 2021, the Corporation held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).  The number of shares of the Corporation’s common stock entitled to vote at the Annual Meeting was 112,814,336 and each share of common stock was entitled to one vote.  The holders of 106,824,381 shares of common stock were present at the Annual Meeting, either in person or by proxy, constituting a quorum.

At the Annual Meeting, the Corporation’s stockholders acted upon the following matters:

 

(i)

the election of twelve directors to the Board of Directors to hold office until the 2022 Annual Meeting of Stockholders;

(ii)

the approval of an advisory (non-binding) resolution regarding the compensation of the Corporation’s named executive officers, including the Corporation’s compensation practices and principles and their implementation; and

(iii)

the ratification of the selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 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 Corporation to serve until the 2022 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

Timothy R. Baer

101,504,148

507,356

11,339

4,801,538

 

Christian A. Brickman

101,429,859

547,709

45,275

4,801,538

 

Marshall E. Eisenberg

100,498,896

1,504,106

19,841

4,801,538

 

Diana S. Ferguson

101,447,493

556,891

18,459

4,801,538

 

Dorlisa K. Flur

101,498,147

514,817

9,879

4,801,538

 

James M. Head

101,877,621

123,052

22,170

4,801,538

 

Linda Heasley

101,494,037

518,917

9,889

4,801,538

 

Robert R. McMaster

100,532,717

1,469,835

20,291

4,801,538

 

John A. Miller

100,615,710

1,397,344

9,789

4,801,538

 

Susan R. Mulder

101,538,776

476,052

8,015

4,801,538

 

Denise Paulonis

101,539,471

473,531

9,841

4,801,538

 

Edward W. Rabin

99,741,963

2,271,301

9,579

4,801,538

 

 

 

 

 

 

 

 

 


 

 

 

Proposal 2 – Approval of Non-Binding Resolution Regarding Executive Officer Compensation

 

The compensation of the Corporation’s named executive officers, including the Corporation’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

 97,436,587

4,266,514

319,742

4,801,539

 

Proposal 3 – Ratification of Selection of Auditors

 

The Board of Directors’ selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the 2021 fiscal year was ratified.  The results of the ratification were as follows:

 

 

 

 

For

Against

Abstain

105,860,220

946,147

18,014

 

 

 

 

 

 


 

 

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, 2021

By:

/s/ Christian A. Brickman

 

 

Name: Christian A. Brickman

 

 

Title: President and Chief Executive Officer