8-K
REGIS CORP (RGS)
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): June 20, 2025
REGIS CORPORATION
(Exact name of registrant as specified in its charter)
| Minnesota | 1-12725 | 41-0749934 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.05 par value | RGS | The Nasdaq Global Market |
| Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value | RGS | The 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
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On June 20, 2025, Matthew Doctor, the President and Chief Executive Officer and a member of the Board of Directors (the “Board”) of Regis Corporation (the “Company”) notified the Board that he would resign his positions, effective June 30, 2025. Upon receiving such notice, the Board appointed Jim Lain, the Company’s Executive Vice President, Brand Operations - Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025, after which Mr. Doctor will continue to provide services to the Company as a part-time employee through August 31, 2025, pursuant to a Resignation and Transition Letter Agreement between the Company and Mr. Doctor (the “Transition Agreement”). The Board is commencing a comprehensive search for a permanent successor.
Mr. Lain, age 61, has served in his current position at the Company since August 2024, prior to which he served as Executive Vice President and Chief Operating Officer from December 2021 to August 2024. Previously, he served as President of SmartStyle from June 2021 to December 2021 and President of Portfolio Brands from December 2020 to June 2021. Mr. Lain served as a consultant to the Company from July 2020 to December 2020 and as Executive Vice President and Chief Operating Officer from November 2013 to July 2020.
Upon approval of the Compensation Committee of the Board, the Company entered into an Interim CEO Offer Letter Agreement (the “Interim CEO Agreement”) with Mr. Lain, pursuant to which he will become Interim President and Chief Executive Officer of the Company, subject to the terms of the agreement. For the period of his interim service, Mr. Lain’s base salary will be increased to $550,000 and his target annual incentive will be increased to 100% of base salary. Mr. Lain will also be eligible for a $100,000 interim service bonus subject to certain terms set forth in the Interim CEO Agreement. The Interim CEO Agreement is filed as Exhibit 10.1 hereto.
Upon approval of the Compensation Committee of the Board, the Company also entered into the Transition Agreement with Mr. Doctor, pursuant to which he will provide services to the Company as a part-time employee from July 1, 2025 through August 31, 2025 (the “Transition Term”), subject to the terms of the agreement. Mr. Doctor will be paid 50% of his current base salary during the Transition Term. In addition, Mr. Doctor will remain eligible for payment under his fiscal 2025 annual incentive award. The Transition Agreement is filed as Exhibit 10.2 hereto.
A copy of the press release announcing the matters described above is attached herewith as Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENT AND EXHIBITS. |
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(d) Exhibits.
| Exhibit<br>Number | |
|---|---|
| 10.1 | Interim CEO Offer Letter Agreement, dated June 20, 2025, between the Company and Jim Lain. |
| 10.2 | Resignation and Transition Letter Agreement, dated June 20, 2025, between the Company and Matthew Doctor. |
| 99.1 | Press Release dated June 23, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 23, 2025 | By: | /s/ Kersten D. Zupfer | |
| Kersten D. Zupfer | |||
| Executive Vice President and Chief Financial Officer |
EX-10.1
Exhibit 10.1
| 3701 Wayzata Blvd Suite 500 | Minneapolis, MN 55416 | |
|---|---|---|
| 952-947-7777 |
| Jim Lain | June 20, 2025 |
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Re: Interim CEO Offer Letter Agreement
Dear Jim,
On behalf of Regis Corporation (“Regis”), I am pleased to offer you employment with Regis in the role of Interim President and Chief Executive Officer (“Interim CEO”) with the following terms:
| • | Term: Expected to commence on July 1, 2025, and continuing until (1) the date Regis hires you or<br>your replacement as the permanent President and Chief Executive Officer, or (2) the date your employment with Regis is terminated by you or Regis for any other reason. |
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| • | Interim Base Salary: $550,000, prorated based on your time in the Interim CEO role. |
| --- | --- |
| • | Annual Bonus: You will remain eligible for a cash bonus under the Regis Corporation Short-Term Incentive<br>Plan, provided that your target payout will equal 100% of your annualized base salary, prorated based on the number of days you work in the Interim CEO role during the applicable fiscal year. |
| --- | --- |
| • | Interim Service Bonus: In recognition of your service in this interim role, you will be eligible to<br>receive an interim service bonus of $100,000, less applicable tax withholding, payable in a lump sum as specified below. Your receipt of this bonus is conditioned upon you fulfilling your duties as Interim CEO until the appointment of a permanent<br>President and Chief Executive Officer (either you or your replacement) and your continued employment with the Company for at least 30 days thereafter (or such earlier time as Regis terminates your employment without Cause (as defined in the<br>Company’s Amended and Restated Senior Executive Severance Policy (the “Severance Policy”))). You will receive any earned interim service bonus in a lump sum within 30 days after an applicable vesting event occurs. <br> |
| --- | --- |
| • | Employee Benefits: You will continue to be eligible to participate in executive level perquisites and<br>employee benefit plans and programs generally available to other senior executives of the Company, subject to the terms and conditions of such plans and programs, which may change from time to time. |
| --- | --- |
| • | Covenants: You will continue to be bound by the terms of the confidentiality and restrictive covenants you<br>signed as a condition of your initial employment with Regis. |
| --- | --- |
We intend to promptly commence the search for a permanent President and Chief Executive Officer candidate. We will strive to provide as much notice as possible of your transition out of the Interim CEO position. In the event you are transitioned out of the Interim CEO role, your employment terms will revert to those currently in effect or such other terms communicated to you at the time of your transition. For avoidance of doubt, you acknowledge and agree that your employment terms reverting to those currently in effect or such other terms after any transition out of the Interim CEO role will not constitute a good reason resignation or constructive termination event you may have under any equity or other compensation arrangement.
You understand that this offer, should you accept it, supersedes and replaces any other understanding or other agreement between you and Regis with respect to your employment with Regis as the Interim CEO. During this interim position, your terms of employment will be governed by this offer letter.
Your assignment to the Interim CEO role is conditioned upon your representation that you are able to perform the duties of this position and are not hindered by a non-compete or other agreement with any other employer which would prevent you from working at Regis in this role. Your employment with Regis continues to be at-will, which means either you or Regis may terminate your employment at any time for any reason, subject to any rights you may have under the Severance Policy, and Regis may alter the terms of your employment at any time and for any reason, including by reverting you to your original position with Regis.
Jim, I am delighted to provide you the opportunity to serve in this Interim CEO role.
| Please sign below to indicate your approval. | |
|---|---|
| Respectfully | |
| /s/ Michael Merriman | /s/ Jim Lain |
| Michael Merriman | Accepted by: Jim Lain |
| Chairman of the Board of Directors |
EX-10.2
Exhibit 10.2
| 3701 Wayzata Blvd Suite 500 | Minneapolis, MN 55416 | <br><br><br>952-947-7777 |
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| Matthew Doctor | June 20, 2025 |
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Re: Resignation and Transition Letter Agreement
Dear Matt,
This letter confirms receipt of the notice you provided on June 20, 2025 to the Regis Corporation (the “Company”) Board of Directors (the “Board”) of your intention to resign from your position as President and Chief Executive Officer, and a member of the Board, of the Company, effective at the close of business on June 30, 2025.
Between now and the close of business on June 30, 2025, you will remain in the role of President and Chief Executive Officer. Thereafter, you and the Company have agreed that you will remain employed by the Company on a part-time basis in a non-officer advisor capacity through the close of business on August 31, 2025 (your “Separation Date”), working on such matters as reasonably requested by the Board or the Company’s appointed Interim President and Chief Executive Officer to facilitate a smooth transition of your duties. For the period of your part-time employment between July 1, 2025 and August 31, 2025 (the “Transition Term”), your salary will be reduced by 50% and you will continue to receive normal employee benefits and vest in your outstanding equity awards through the end of the Transition Term.
You acknowledge that the circumstances of your resignation do not entitle you to any severance benefits under the Company’s Amended and Restated Senior Executive Severance Policy (the “Severance Policy”). In addition, effective July 1, 2025, you agree that you will no longer be covered by the Severance Policy. You will remain eligible for payment of your fiscal 2025 Short-Term Incentive Plan (“STIP”) award even if your employment terminates prior to payment of such awards; however, you will not be eligible for a fiscal 2026 STIP award or any future equity or long-term incentive awards. The terms of your outstanding equity and long-term incentive awards will be governed by the applicable plans and award agreements.
You will remain subject to the terms of your Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement dated May 5, 2022, pursuant to the terms thereof (your “Continuing Obligations”). You agree that during the Transition Term, you will have no business relationships, employment relations or consulting obligations in conflict or that interfere with your performance of obligations to the Company as set forth herein or your Continuing Obligations.
During the Transition Term, you shall have no authority or right, express or implied, to assume or create any obligation or responsibility on behalf of the Company or to bind the Company in any manner without the express authorization of the Company, and you agree not to represent the contrary, either expressly or implicitly, to anyone.
This Resignation and Transition Letter Agreement (the “Transition Agreement”) shall be construed in accordance with and governed by the laws of the State of Minnesota, without regard to conflicts of law principles.
This Transition Agreement constitutes the entire agreement between you and the Company with respect to the subject matter of this Transition Agreement.
| Please sign below to indicate your approval. | |
|---|---|
| Respectfully | |
| /s/ Michael Merriman | /s/ Matthew Doctor |
| Michael Merriman | Accepted by: Matthew Doctor |
| Chairman of the Board of Directors |
EX-99.1
Exhibit 99.1
Regis Corporation Announces Leadership Transition
Matthew Doctor Steps Down as CEO Following Transformative Tenure
Long-Time EVP Jim Lain Named Interim CEO
Same-Store Sales for Supercuts and Regis Consolidated Up 3.0% and 1.3%, respectively, for First Two Months of Fourth Quarter
MINNEAPOLIS, June 23, 2025 - Regis Corporation (NasdaqGM: RGS), a leader in the haircare industry, today announced that Matthew Doctor has made the decision to step down from his roles as President, Chief Executive Officer and Director of the company effective June 30, 2025. The Board of Directors has appointed Jim Lain, current EVP Brand Operations – Supercuts and Cost Cutters, to serve as interim President and CEO while the company conducts a comprehensive search for a permanent successor.
“On behalf of the Board and everyone at Regis, I want to express our deepest gratitude to Matt for his leadership and steadfast dedication to the success of Regis,” said Mike Merriman, Chairman of the Board. “Matt initially joined the company in a strategic role and quickly proved to be a transformative leader. He has been instrumental in shaping the company’s direction, stabilizing operations, restoring profitability and strengthening our financial position. Thanks to Matt’s leadership, the company is on solid financial footing and well-positioned for long-term growth. We are appreciative of his work and wish him continued success in his future endeavors. The Board looks forward to working with Jim and the executive team during this transition as we identify the next leader for this stage of the company’s transformation.”
“It has been an honor and a privilege to lead Regis and work alongside such an exceptional and dedicated team,” said Matthew Doctor. “After thoughtful consideration, I made the decision that now is the right time for me to explore other opportunities upon delivering another year of results and progress. Over the past four and half years that I have been at Regis, we have navigated meaningful change and established a strong foundation for reigniting growth. I am incredibly proud of everything we have accomplished, from improving operational efficiencies and completing a complex refinancing, to acquiring the portfolio of Alline salons. Our recent performance reflects both the strength of our strategy and the commitment of our teams. With the business on solid footing and momentum continuing to build, I believe this is a natural time to pass the baton to the next leader to drive further growth with the incredibly dedicated, passionate Regis team and franchisees.
“As I step down, I reflect on where we are - Regis is built on a strong, interconnected foundation that ensures continuity and progress. The outlook, priorities, and initiatives we outlined in our last earnings call remain firmly in place, supported by a collaborative effort across our leadership team, management, Board of Directors, and our retained consultancy at Forum3, who have been invaluable partners since January. Forum3 is led by Adam Brotman, who is one of the world’s leading customer loyalty and engagement experts with over 25 years of experience leading major tech and consumer brands, including his role as Starbucks’ inaugural Chief Digital Officer and EVP of Global Retail Operations. The progress we have made has always been the result of a team effort—one that includes the dedication of our employees and the support of our external partners. Our strategy is clear and focused: optimizing and growing the company-owned salon portfolio and advancing the transformation of the Supercuts brand. With this foundation in place, Regis is well-positioned to thrive, adapt, and create long-term value for all stakeholders. I am excited to watch the company continue to grow and succeed in the years ahead.”
Succession Planning and Interim Leadership
The Board has formed a Succession Planning Committee led by director Susan Lintonsmith and has engaged a leading executive search firm to help identify the next CEO, which will include both internal and external candidates. In the interim, Jim Lain, current EVP Brand Operations – Supercuts and Cost Cutters, will work closely with the executive team and Board to ensure a seamless transition and continued execution of the company’s strategic priorities. To ensure a smooth transition, Matt Doctor will be staying on in a support role until September 1, 2025.
Mr. Lain joined Regis in 2013, bringing with him more than 30 years of operations leadership experience. Since then, he has spearheaded initiatives that drove operational excellence and enhanced the performance of iconic brands including Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters, Roosters and other legacy names within the Regis portfolio. Prior to Regis, Jim made significant contributions at Gap Inc., where he served as Vice President of Operations for Gap Specialty Stores in the U.S. and Canada. In this role, he was responsible for steering a $2.5 billion business across 750 stores, enhancing operational efficiency and driving growth in a highly competitive market. Prior to his experience with Gap, Jim was Vice President of Operations at Galyan’s Trading Company Inc. / Dick’s Sporting Goods and held several field management positions at Target Stores Inc.
Preliminary Quarter-to-Date Same Store SalesResults for Fourth Quarter
The company reports positive preliminary quarter-to-date same-store sales growth of 3.0% for Supercuts and 1.3% on a consolidated basis for the first two months of the fourth quarter of fiscal 2025 as compared with the same periods last year. Month-to-date same-store-sales through June 15, 2025 for Supercuts and Regis Consolidated are also positive as compared with the same period last year. Quarter-to-date operating expenses have remained consistent with the third quarter of fiscal 2025.
About Regis Corporation
Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of March 31, 2025, the Company franchised or owned 4,087 locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts ^®^ , SmartStyle ^®^ , Cost Cutters ^®^ , Roosters ^®^, and First Choice Haircutters ^®^. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Relations section of the corporate website at www.regiscorp.com.
Preliminary Unaudited Results
This press release includes preliminary, unaudited same-store-sales and expense trends for the quarter-to-date of the fourth quarter of fiscal 2025, which represent the most current information available to Company management. The Company’s actual results may differ from these preliminary financial results, including due to the completion of its financial closing procedures and final adjustments.
REGIS CORPORATION:
Kersten Zupfer
investorrelations@regiscorp.com
HAYDEN IR:
James Carbonara
James@haydenir.com
(646) 755-7412
Brett Maas
brett@haydenir.com
(646) 536-7331
This press release contains or may contain “forward-looking statements” within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management’s best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, “may,” “will,” “believe,” “project,” “forecast,” “expect,” “estimate,” “anticipate,” and “plan.” In addition, the following factors could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with Nasdaq listing requirements; our ability to realize the anticipated benefits of the Alline Acquisition; reliance on franchise royalties and overall success of our franchisees’ salons; our salons’ dependence on a third-party supplier agreement for merchandise; our and our franchisees’ ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees’ salons; our ability to maintain and enhance the value of our brands; reliance on legacy information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; our ability to minimize risks associated with owning and operating additional salons; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to implement cost reduction initiatives and achieve expected cost savings; continued ability to compete in our business markets; potential liabilities related to the employee retention credit received by Alline; changes in trade policies, treaties, tariffs and customs duties and taxes; reliance on our management team and other key personnel; the continued ability to maintain an effective system of internal control over financial reporting; changes in tax exposure; the ability of our Tax Preservation Plan to protect the future availability of the Company’s tax assets; potential litigation and other legal or regulatory proceedings; reliance on our management team and other key employees, including successfully recruiting a new chief executive officer as well as retaining our employees during this process, or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.