Regis Corp Files Definitive Proxy Statement for 2024 Meeting

TL;DR

Regis Corp (RGS) filed its proxy statement for the Nov 6 meeting. Shareholders vote on key company matters.

AI Summary

Regis Corporation filed a definitive proxy statement (DEF 14A) on September 26, 2024, for its annual meeting on November 6, 2024. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting. Regis Corporation, headquartered in Minneapolis, MN, operates in the personal services industry.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, influencing corporate governance and executive compensation decisions.

Risk Assessment

Risk Level: low — This is a routine filing for an annual shareholder meeting and does not contain new material events or financial distress signals.

Key Numbers

• DEF 14A — Filing Type (Definitive Proxy Statement)

Key Players & Entities

• REGIS CORP (company) — Registrant
• 0001140361-24-042046 (filing_id) — Accession Number
• 20240926 (date) — Filing Date
• 20241106 (date) — Meeting Date
• MINNEAPOLIS, MN (location) — Company Headquarters

FAQ

Key Financial Figures

• $80 — t reduced our indebtedness by more than $80 million, saving us approximately $
• $7 — 0 million, saving us approximately $7 million in cash interest annually,
• $25.9 — justed EBITDA perspective, we delivered $25.9 million in fiscal 2024 – a
• $79 — 2024 – a long way from a loss of $79 million in fiscal 2021. We continu
• $1 — , Jared the Galleria of Jewelry to over $1 billion in annual revenue in 2017

Filing Documents

• ny20031507x1_def14a.htm (DEF 14A) — 1304KB
• nt10002548x999_folio.jpg (GRAPHIC) — 9KB
• ny20009447x1_check.jpg (GRAPHIC) — 5KB
• ny20031507x1_bcov.jpg (GRAPHIC) — 569KB
• ny20031507x1_check.jpg (GRAPHIC) — 5KB
• ny20031507x1_checkx1.jpg (GRAPHIC) — 6KB
• ny20031507x1_checkx3.jpg (GRAPHIC) — 6KB
• ny20031507x1_cov.jpg (GRAPHIC) — 690KB
• ny20031507x1_ifc.jpg (GRAPHIC) — 61KB
• ny20031507x1_kerstensig.jpg (GRAPHIC) — 18KB
• ny20031507x1_landrews.jpg (GRAPHIC) — 35KB
• ny20031507x1_mdoctor.jpg (GRAPHIC) — 35KB
• ny20031507x1_mlight.jpg (GRAPHIC) — 33KB
• ny20031507x1_mmansbach.jpg (GRAPHIC) — 29KB
• ny20031507x1_mmerriman.jpg (GRAPHIC) — 33KB
• ny20031507x1_mrhoades.jpg (GRAPHIC) — 45KB
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• ny20031507x1_pc01.jpg (GRAPHIC) — 705KB
• ny20031507x1_pc02.jpg (GRAPHIC) — 716KB
• ny20031507x1_table01.jpg (GRAPHIC) — 129KB
• ny20031507x1_table02.jpg (GRAPHIC) — 164KB
• sig_dgrissen.jpg (GRAPHIC) — 16KB
• sig_mdoctor.jpg (GRAPHIC) — 20KB
• 0001140361-24-042046.txt ( ) — 5930KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION     16 Compensation Discussion and Analysis     16 Background     16 Executive Summary     17 How We Design Executive Pay     18 Elements of the Executive Compensation Program in Fiscal 2024     20 Governance Policies and Additional Compensation-Related Items     23 Compensation Committee Report     25

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES     26 Summary Compensation Table     26 Narrative Disclosure to Summary Compensation Table     27 Outstanding Equity Awards at Fiscal 2024 Year-End     33 Pay Versus Performance     34 Equity Compensation Plan Information     36 ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS     37 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     38 AUDIT COMMITTEE REPORT     39 APPROVAL OF THE AMENDED AND RESTATED 2018 LONG TERM INCENTIVE PLAN     40 Introduction     40 Shareholder Approval and Board Recommendation     40 Factors Considered in Setting Size of Requested Share Amount     41 Key Compensation Practices     42 Summary of the Restated Long Term Incentive Plan     43 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     50

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     51 OTHER INFORMATION     52 2024 Annual Meeting of Shareholders     52 Voting Rights and Requirements     54 Proposals of Shareholders     55 Annual Report to Shareholders and Form 10-K     55 Notice of Internet Availability of Proxy Materials     55 General     55 APPENDIX A: AMENDED AND RESTATED 2018 LONG TERM INCENTIVE PLAN     A-1 APPENDIX B: NON-GAAP RECONCILIATION     B-1         Important Note about Reverse Stock Split On November 29, 2023, we effected a reverse stock split at a ratio of 1-for-20 (the “Reverse Stock Split”) of our common stock. In connection with the Reverse Stock Split, every 20 shares of common stock issued and outstanding were converted into one share of common stock. Unless otherwise indicated, all historical share and per share amounts for periods prior to the Reverse Stock Split in this Proxy Statement have been adjusted to reflect the Reverse Stock Split. Proportionate adjustments were made to the number of shares of common stock underlying all outstanding equity awards, as well as any exercise price for such awards, and the number of shares of common stock reserved for issuance under our 2018 Long Term Plan and our Stock Purchase Plan. TABLE OF CONTENTS

: ELECTION OF DIRECTORS

ITEM 1: ELECTION OF DIRECTORS                     The Board unanimously recommends that you vote FOR the election of each of the director nominees.               The Board unanimously recommends that you vote FOR the election of each of the director nominees below. Seven directors are to be elected at the annual meeting of shareholders to be held on November 6, 2024 (the “Annual Meeting”), each to hold office for one year until the 2025 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of eight directors, one of whom, Mr. David Grissen, is not seeking re-election to the Board when his term ends at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the seven persons named below for election as directors. Each of the Board’s nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected. In determining to nominate Messrs. Mark Light and Michael Merriman and Ms. Ann Rhoades for re-election, the Board considered that Mr. Light has already served 11 years at the time of re-election, Mr. Merriman had already served 13 years at the time of re-election, and Ms. Rhoades was 79 years old and, therefore, all three directors were required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Light’s significant contributions to the Board, including his service as the Chair of the Nominating and Corporate Governance Committee and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Light for re-election. The Board considered Mr. Merriman’s significant contributions to t

View Full Filing

View this DEF 14A filing on SEC EDGAR