Form 8-K REGIS CORP For: Oct 28

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October 30, 2025 4:39 PM EDT
0000716643FALSE00007166432023-10-242023-10-24

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): October 28, 2025
 
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.05 par value
Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value		RGSThe 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

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 28, 2025, Regis Corporation (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting.

1.     Election of Directors. The shareholders elected the five 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
637,65880,4752,316953,188
Nancy Benacci
635,62782,3242,498953,188
Susan Lintonsmith
635,99881,9872,464953,188
Michael Mansbach
637,34080,7812,328953,188
Michael J. Merriman
636,60581,5212,323953,188

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
629,139 
Against
85,924 
Abstain
5,386 
Broker Non-Votes
953,188 

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. The results of the vote on the ratification of Grant Thornton were as follows:

For
1,661,370 
Against
10,799 
Abstain
1,468 

4.    Approval of the Amended and Restated 1991 Contributory Stock Purchase Plan (the "Amended Plan"). The shareholders approved the Amended Plan. The results of the vote on the approval of the Amended Plan were as follows:

For
609,366 
Against
107,744 
Abstain
3,339 
Broker Non-Votes
953,188 

5.    Advisory Ratification of the Extension of the Tax Benefits Preservation Plan. The shareholders approved the advisory ratification of the extension of the Tax Benefits Preservation Plan. The results of the advisory vote to ratify the extension of the Tax Benefits Preservation Plan were as follows:

For
702,830 
Against
14,169 


Abstain
3,450 
Broker Non-Votes
953,188 



SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGIS CORPORATION
Dated: October 30, 2025
By:
/s/ Kersten R. Zupfer
Kersten D. Zupfer
Executive Vice President and Chief Financial Officer


ATTACHMENTS / EXHIBITS

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