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 25, 2024

(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 5.07. Submission of Matters to a Vote of Security Holders

On January 25, 2024, Sally Beauty Holdings, Inc. (the “Company”) held its 2024 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 106,771,870 and each share of common stock was entitled to one vote. The holders of 94,650,710 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 2025 Annual Meeting of Stockholders;
(ii)   (iii)	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; and the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 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 2025 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	85,495,261		5,559,658		13,808				3,581,983
Jeffrey Boyer	90,436,082		405,631		227,014				3,581,983
James Conroy	90,785,203		126,920		156,604				3,581,983
Diana S. Ferguson	89,815,894		1,037,657		215,176				3,581,983
Dorlisa K. Flur	89,730,433		1,120,298		217,996				3,581,983
James M. Head	90,586,534		335,879		146,314				3,581,983
Lawrence “Chip” Molloy	86,281,587		4,741,229		45,911				3,581,983
Erin Nealy Cox	89,924,104		1,131,583		13,040				3,581,983
Denise Paulonis	90,565,585		286,635		216,507				3,581,983

 

 

---

 

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
83,496,225	6,885,386	687,116	3,581,983

 

Proposal 3 – Ratification of Selection of Auditors

The Board of Directors’ selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified. The results of the ratification were as follows:

 

For	Against	Abstain
91,838,800	2,800,282	11,628

 

 

 

---

 

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 30, 2024	By:	/s/ Denise Paulonis
		Name: Denise Paulonis
		Title: President and Chief Executive Officer

 

 

 

---