SBH 8-K
Sally Beauty Holdings, Inc. (SBH)
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): |
(Exact name of Registrant as Specified in Its Charter)
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: ( |
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Denton |
(Former Name or Former Address, if Changed Since 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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 22, 2026, Sally Beauty Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). There were 98,266,491 shares of the Company’s common stock entitled to vote at the Annual Meeting, and each share of common stock was entitled to one vote. The holders of 89,239,188 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 ten directors to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders; |
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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; and |
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the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 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 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the election were as follows:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Rachel R. Bishop |
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84,358,928 |
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501,327 |
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27,001 |
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4,351,932 |
Jeffrey Boyer |
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84,625,299 |
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255,268 |
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6,689 |
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4,351,932 |
Diana S. Ferguson (Board Chair) |
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83,847,242 |
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1,035,045 |
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4,969 |
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4,351,932 |
Dorlisa K. Flur |
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83,940,185 |
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803,648 |
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143,423 |
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4,351,932 |
James M. Head |
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84,372,880 |
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393,057 |
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121,319 |
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4,351,932 |
Lawrence “Chip” Molloy |
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84,264,489 |
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616,083 |
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6,684 |
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4,351,932 |
Erin Nealy Cox |
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84,043,727 |
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838,448 |
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5,081 |
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4,351,932 |
Denise Paulonis |
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84,437,875 |
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329,193 |
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120,188 |
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4,351,932 |
Debra Perelman |
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79,199,946 |
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5,660,465 |
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26,845 |
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4,351,932 |
Max Rangel |
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84,721,210 |
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159,461 |
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6,585 |
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4,351,932 |
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:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
75,355,571 |
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9,292,917 |
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238,768 |
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4,351,932 |
Proposal 3 – Ratification of Selection of Auditors
The Board of Directors’ selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified. The results of the ratification were as follows:
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For |
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Against |
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Abstain |
86,845,312 |
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2,383,449 |
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10,427 |
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.
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SALLY BEAUTY HOLDINGS, INC. |
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Date: |
January 26, 2026 |
By: |
/s/ Denise Paulonis |
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Name: Denise Paulonis |