REGIS CORP
For the period ended Oct 28, 2025. Filed Sep 17, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 28, 2025 · Filed Sep 17, 2025
Contents
Cover page
Show cover page
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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under § 240.14a-12 |
|---|
Regis Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
LETTER FROM THE CHAIRMAN
Dear Regis shareholders, employees, franchisees, vendors, and customers,
In fiscal 2025, Regis executed on many strategic opportunities made possible by the strong foundation achieved throughout fiscal 2024:
| • | We acquired the portfolio of Alline salons, giving us the connection to operations and our franchisees and the ability to test and optimize customer and stylist initiatives; |
|---|
| • | We stabilized same-store sales and returned to profitable growth; and |
|---|
| • | We commenced a relationship with leading customer loyalty and engagement experts. |
|---|
All of these actions position us well to continue executing our strategy to optimize and grow our company-owned salon portfolio and advance the transformation of our brands.
As Regis evolves, the Board of Directors and management team are also evolving to support this next chapter of growth. In June, we announced that Matthew Doctor was stepping down from his role as President and Chief Executive Officer effective June 30, 2025. The Board appointed Jim Lain, who was serving as EVP Brand Operations – Supercuts and Cost Cutters, as interim President and Chief Executive Officer effective July 1, 2025. The Board knew that Jim’s long tenure with Regis, his close relationship with our franchisees and employees, and his deep knowledge of the hair care industry, would position him well to lead the company during this transition, and he stepped into the interim leadership role seamlessly. The Board expresses its thanks to Matt for his work that put Regis on solid financial footing and positions us for long-term growth, as well as service in a support role through August 31, 2025 to ensure a smooth transition.
The Board has formed a Succession Planning Committee and has engaged a leading executive search firm to help identify the next Chief Executive Officer of Regis to lead the next stage of the company’s transformation. The search includes both internal and external candidates. The search committee and Board have been actively engaged in the process and we look forward to providing an update at the appropriate time.
At the same time, we are also continuing to refresh the Board of Directors. In January 2025, Susan Lintonsmith joined the Board and has made immediate contributions by bringing her deep operating and franchise experience, including in the health and wellness area. Her transformational leadership experience, including with public companies, made her an obvious choice to lead the CEO search committee.
Susan’s appointment occurred in anticipation of expected retirements of two long-serving Board members, Mark Light and Ann Rhoades, and related Board refreshment. Mark and Ann have served Regis and its shareholders with dedication and commitment. Mark joined the Board in 2013, bringing strong retail experience, as well as experience with acquisitions and business integrations. Mark has served as Chair of the Nominating and Corporate Governance Committee. Ann joined the Board in 2015 and has made significant contributions drawing on her human resources and consumer experience. Ann has served as Chair of the Compensation Committee. Mark’s and Ann’s terms will conclude at the annual meeting and they are not seeking re-election pursuant to our tenure and retirement age policies, respectively. On behalf of the whole Board and management team, I express our gratitude for the contributions that Mark and Ann have made at Regis.
It has been my privilege to serve as the Chairman of the Board over the last year, working with the management as the Board oversees our continued transformation. On behalf of the Board, we are excited to see that the steps we are taking to elevate our brands, drive company-owned salon results and enhance operations are building momentum that we believe will deliver long-term shareholder value.
Thank you for your investment and continued support of Regis.
Sincerely,
Michael J. Merriman
Chairman of the Board
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Regis Corporation:
| The Annual Meeting of Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis,” and the “Company”) will be held on October 28, 2025, commencing at 9:00 a.m. Central Time. The Annual Meeting will be conducted completely as a virtual meeting via the Internet at www.virtualshareholdermeeting.com/RGS2025. The purposes of the meeting are: | |
|---|---|
| ✔ | To elect the five directors listed in this Proxy Statement to serve for a one-year term and until their successors are elected and qualified; |
| ✔ | To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal); |
| ✔ | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm; |
| ✔ | To approve the Amended and Restated 1991 Contributory Stock Purchase Plan; |
| ✔ | To ratify, on an advisory basis, the extension of the Tax Benefits Preservation Plan; and |
| ✔ | To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| Only holders of record of our common stock at the close of business on September 2, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. We are providing our proxy materials, which include our Notice and Proxy Statement and Annual Report, to such holders of record of our common stock beginning on or about September 17, 2025. | |
| Whether or not you plan to participate in the Annual Meeting, please submit your proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you requested a paper copy of the proxy card by mail, you may also date, sign, and mail the proxy card in the postage-paid envelope that is provided with your proxy card. Should you nevertheless participate in the Annual Meeting, you may revoke your proxy and vote your shares electronically during the Annual Meeting. | |
| If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the record holder that you must follow in order for your shares to be voted. If you plan to vote your shares during the Annual Meeting, you will need the 16-digit control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. | |
By Order of the Board of Directors,
Kersten D. Zupfer
Chief Financial Officer
September 17, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.