Sally Beauty Holdings Inc.

01/29/2025 | Press release | Distributed by Public on 01/29/2025 14:27

Proxy Results (Form 8-K)

Item 5.07.

Submission of Matters to a Vote of Security Holders

On January 24, 2025, Sally Beauty Holdings, Inc. (the "Company") held its 2025 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 102,472,251 and each share of common stock was entitled to one vote. The holders of 95,995,209 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 2026 Annual Meeting of Stockholders;

(ii)

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;

(iii)

the approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan;

(iv)

the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the 2025 fiscal year; and

(v)

vote on a stockholder proposal to adopt a new director election resignation guideline.

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 2026 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

91,007,254 1,597,529 12,456 3,377,970

Jeffrey Boyer

91,845,224 758,999 13,016 3,377,970

Diana S. Ferguson

91,186,290 1,332,887 98,062 3,377,970

Dorlisa K. Flur

91,237,152 1,280,949 99,138 3,377,970

James M. Head

92,036,047 435,386 145,806 3,377,970

Lawrence "Chip" Molloy

92,119,033 485,349 12,857 3,377,970

Erin Nealy Cox

91,353,806 1,251,268 12,165 3,377,970

Denise Paulonis

92,042,566 430,639 144,034 3,377,970

Debra Perelman

88,586,684 3,956,850 73,705 3,377,970

Proposal 2 - Approval of Non-BindingResolution 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

88,633,909

3,377,723 605,607 3,377,970

Proposal 3 - Approval of the Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan

The Sally Beauty Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The results of the vote were as follows:

For

Against

Abstain Broker Non-Votes

88,352,584

3,907,470 357,185 3,377,970

Proposal 4 - Ratification of Selection of Auditors

The Board of Directors' selection of KPMG LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was ratified. The results of the ratification were as follows:

For

Against Abstain

94,662,532

964,527 368,150

Proposal 5 - Vote on a Stockholder Proposal to Adopt a New Director Election Resignation Guideline

The stockholder proposal to adopt a new director election resignation guideline was not approved. The results of the vote were as follows:

For

Against

Abstain Broker Non-Votes

35,689,992

56,392,272 534,975 3,377,970
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