Regis Corp: Legal Leadership Changes Announced

TL;DR

Regis Corp's CLO is out, new one in. Board votes happened.

AI Summary

Regis Corporation announced on November 6, 2024, the departure of its Chief Legal Officer and Corporate Secretary, Kevin P. Murphy. The company also announced the appointment of Nicole L. Johnson as the new Chief Legal Officer and Corporate Secretary, effective November 6, 2024. Additionally, the company reported on matters submitted to a vote of security holders.

Why It Matters

Changes in key legal and corporate governance roles can signal shifts in company strategy or internal operations, impacting investor confidence and regulatory compliance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine executive departures and appointments, and reporting on shareholder votes, which are standard corporate events.

Key Players & Entities

• Regis Corporation (company) — Registrant
• Kevin P. Murphy (person) — Departing Chief Legal Officer and Corporate Secretary
• Nicole L. Johnson (person) — Appointed Chief Legal Officer and Corporate Secretary
• November 6, 2024 (date) — Effective date of appointments and departures

FAQ

Key Financial Figures

• $0.05 — nge on which registered Common Stock, $0.05 par value RGS The Nasdaq Global Mar

Filing Documents

• d862383d8k.htm (8-K) — 46KB
• 0001193125-24-253151.txt ( ) — 198KB
• rgs-20241106.xsd (EX-101.SCH) — 4KB
• rgs-20241106_def.xml (EX-101.DEF) — 13KB
• rgs-20241106_lab.xml (EX-101.LAB) — 21KB
• rgs-20241106_pre.xml (EX-101.PRE) — 14KB
• d862383d8k_htm.xml (XML) — 5KB

From the Filing

8-K 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 (Date of earliest event reported): November 6, 2024 REGIS CORPORATION (Exact name of registrant as specified in its charter) Minnesota 1-12725 41-0749934 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3701 Wayzata Boulevard Minneapolis , MN 55416 (Address of principal executive offices and zip code) (952) 947-7777 (Registrant's telephone number, including area code) (Not applicable) (Former name or former address, if changed from 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, $0.05 par value RGS The Nasdaq Global Market Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value RGS The Nasdaq Global Market 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. Regis Corporation Current Report on Form 8-K ITEM5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS At the Annual Meeting of Shareholders on November 6, 2024 (the "Annual Meeting"), the shareholders of Regis Corporation (the "Company") approved the Amended and Restated Regis Corporation 2018 Long Term Incentive Plan (the "Amended Plan"), which incorporated certain amendments to the plan, including (i) an increase in the number of shares of the Company's common stock reserved for issuance thereunder by an additional 225,000 shares, (ii) an extension of the term of the plan, and (iii) making certain other changes to the plan. The summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Appendix A to the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 26, 2024 (the "Proxy Statement"). ITEM5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting. 1. Election of Directors. The shareholders elected the seven director nominees to serve for a one-year term. The results of the vote on the election of directors were as follows: Director Nominee For Against Abstain Broker Non-Vote Lockie Andrews 789,543 4,311 7,987 786,275 Nancy Benacci 795,987 4,039 1,815 786,275 Matthew Doctor 796,193 4,054 1,594 786,275 Mark S. Light 788,091 12,165 1,585 786,275 Michael Mansbach 795,654 4,408 1,779 786,275 Michael J. Merriman 796,099 4,162 1,580 786,275 M. Ann Rhoades 711,397 81,377 9,067 786,275 2. Say-on-Pay Proposal. The shareholders approved the advisory proposal on the compensation of the Company's named executive officers. The results of the advisory vote on the say-on-pay proposal were as follows: For 787,448 Against 7,319 Abstain 7,074 Broker Non-Votes 786,275 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. The results of the vote on the ratification of Grant Thornton were as follows: For 1,576,020 Against 7,437 Abstain 4,659 4. Approval of the Amended and Restated 2018 Long Term Incentive Plan. The shareholders approved the Amended Plan. The results of the vote on the approval of the Amended Plan were as follows: For 739,435 Against 58,573 Abstain 3,833 Broker Non-Votes 786,275 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly ca

View Full Filing

View this 8-K filing on SEC EDGAR