Current Report Filing (8-k)

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: January 31, 2019
(Date of earliest event reported)

SALLY BEAUTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-33145
(Commission file number)

3001 Colorado Boulevard
Denton, Texas 76210
(Address of principal executive offices)

(940) 898-7500
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

36-2257936
(I.R.S. Employer
Identification Number)

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 ( see General Instruction A.2. below):

☐ 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))

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. ☐

I t em 5.07 . Submission of Matters to a Vote of Security Holders.

On January 31, 2019, the Company held its 2019 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 120,544,100 and each share of common stock was entitled to one vote. The holders of 114,824,749 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 twelve directors to the Board of Directors to hold office until the 2020 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. 2019 Omnibus Incentive Plan; and

(iv)

the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year.

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 2020 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

Christian A. Brickman

111,530,276

447,181

87,541

2,759,751

Marshall E. Eisenberg

110,834,231

1,142,128

88,639

2,759,751

Diana S. Ferguson

111,693,972

284,185

86,841

2,759,751

David W. Gibbs

111,617,162

358,875

88,961

2,759,751

Linda Heasley

111,677,697

300,482

86,819

2,759,751

Joseph C. Magnacca

111,673,744

301,201

90,053

2,759,751

Robert R. McMaster

110,823,453

1,151,592

89,953

2,759,751

John A. Miller

110,830,124

1,144,699

90,175

2,759,751

P. Kelly Mooney

111,643,048

332,520

89,430

2,759,751

Susan R. Mulder

111,679,628

297,824

87,546

2,759,751

Denise Paulonis

111,704,700

273,329

86,969

2,759,751

Edward W. Rabin

110,400,157

1,575,147

89,694

2,759,751

Proposal 2 – Approval of Non-Binding Resolution 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

107,912,507

4,031,413

121,078

2,759,751

Proposal 3 – Approval of the Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan

The Sally Beauty Holdings, Inc. 2019 Omnibus Incentive Plan, was approved. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
106,054,676	5,977,305	33,017	2,759,751

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 2019 fiscal year was ratified. The results of the ratification were as follows:

For	Against	Abstain
113,144,662	1,587,332	92,755

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.