REGIS CORP

DEF 14A 1 ny20031507x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Regis Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

LETTER FROM THE CHAIRMAN AND CEO

Dear Regis shareholders, employees, franchisees, vendors, and customers,

Fiscal 2024 was a year in which we delivered several key milestones that changed the trajectory of Regis, putting the company back on a solid financial foundation and setting the stage for future growth. Most notably, we delivered a successful refinancing that reduced our indebtedness by more than $80 million, saving us approximately $7 million in cash interest annually, and extended our maturity from what was August 2025 to June 2029. This refinancing transformed and right sized the company’s balance sheet and leverage profile, with our leverage as of June 30, 2024, at a manageable 4.5x debt to adjusted EBITDA versus what was close to 8.0x debt to adjusted EBITDA at the beginning of June 2024.

The benefit of this key milestone goes beyond financial. We have removed a major distraction to our employees, franchisees, and shareholders. Importantly, management now has increased bandwidth to focus solely on the strategy and execution to grow the business itself alongside our franchisees. We cannot stress this point enough, as the time, energy, focus, and constraints of navigating our previous capital structure were extraordinary. We can say with confidence this is truly a new day and chapter for Regis in which we can finally operate as a true franchisor, as was intended all along when Regis set out on that journey to shift the business model seven years ago. This is a major step for Regis—and all our stakeholders—on our path to sustainable, long-term growth and value creation.

In addition to the refinancing, we continued to deliver operating metrics that demonstrate further progress in stabilizing and growing the business. We delivered same-store sales, operating income, net income, and adjusted EBITDA growth. From an adjusted EBITDA perspective, we delivered $25.9 million in fiscal 2024 – a long way from a loss of $79 million in fiscal 2021. We continued to reduce our cash use and are poised to drive profitability growth and return to cash flow generation in fiscal 2025 for the first time in years.

In connection with this fresh start for the business and results, we are asking for shareholder support to approve a replenishment of our long-term equity plan (Item 4), as we exhausted our ability to grant any meaningful equity awards to key employees last year and intentionally waited until a successful outcome from our strategic alternatives process before making this request. We believe that reintroducing a long-term equity component to our compensation program is critical to retain key employees who are needed to execute our go-forward strategy.

We have an exciting road ahead with plans in place that we believe will functionally improve our business operations, in addition to the work we are putting in to take a longer-term view on how we will further solidify our position in the market, increase our franchisees’ profitability, and win. The execution-readiness of Regis and our franchisees is the strongest it has been in years, having fully completed the journey to consolidate our system onto one technology platform that will unlock our digital and personalized marketing efforts, in addition to the roll out of brand standards. Our financial position will be further bolstered by the proceeds we are expecting from our technology transition efforts, in addition to the recent rebalancing of our organization to further align with our current size and business model that will result in significant cost savings. These expected proceeds and savings can now go towards a capital allocation strategy to accelerate growth, another initiative that could not have been contemplated under our previous capital structure.

The Board is executing succession plans for the Chair of the Board role and elected Michael Merriman to serve as Chair of the Board effective at the annual meeting. The Board wishes to recognize David Grissen, who is not standing for re-election, for his more than ten years of service on the Board, including as Chair of the Board for the last three years. Mr. Merriman has served on the Board since 2011, including as Chair of the Audit Committee, and is well positioned to assume the role of Chair of the Board.

While the journey ahead won’t be linear, and much work remains to continue to address the broader macro environment and changing consumer landscape, you should know and trust that we are going to put the same relentless effort into the continued growth of our brands and franchisees’ businesses that we have over the last several years that enabled Regis to reach this milestone inflection point.

Thank you for your investment and continued support of Regis.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Regis Corporation:

By Order of the Board of Directors,

Kersten D. Zupfer

Chief Financial Officer

September 26, 2024