Independent
Tenure on this board
0.5 yrs
6 nominees · 3 ballot items.
Shareholders will vote on the election of six directors, advisory approval of named executive officer compensation, and ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect six nominated directors to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion.
Proposal 2 asks shareholders to provide a non-binding advisory approval of the compensation paid to Regis Corporation’s named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures in the proxy statement. Management is seeking approval because SEC rules require an annual advisory say-on-pay vote. The company states that its compensation philosophy is designed to attract, retain, and motivate executives needed to execute its haircare and franchise-focused strategy. The program combines base salary, annual incentive compensation, long-term cash incentives, and time-based restricted stock units. Fiscal 2026 incentive measures emphasized Adjusted EBITDA and same-store sales growth, with adjustments to certain payouts through negative discretion based on company-owned salon performance. The company also highlights governance features including an independent Compensation Committee, an independent compensation consultant, clawback provisions, stock ownership guidelines, and the absence of tax gross-ups. Shareholders approved approximately 88% of votes cast on the prior year’s say-on-pay proposal. The Board unanimously recommends a FOR vote, while emphasizing that the advisory vote will not affect compensation already paid or awarded and will not bind the Board or Compensation Committee.
Ratify the Audit Committee’s selection of Grant Thornton LLP as Regis Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCW GROUP INC | 15.78% | 394,382 | $8M |
| 2 | Mink Brook Asset Management LLC | 4.50% | 112,362 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.48% | 86,896 | $2M |
| 4 | Proficio Capital Partners LLC | 1.34% | 33,401 | $935K |
| 5 | Aspire Growth Partners LLC | 1.24% | 30,987 | $868K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.89% | 22,216 | $622K |
| 7 | BlackRock, Inc. | 0.76% | 19,013 | $532K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.75% | 18,844 | $528K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.59% | 14,722 | $412K |
| 10 | CITADEL ADVISORS LLC | 0.44% | 11,058 | $310K |
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