Form 8-K - Current report

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): January 10, 2025

REGIS CORPORATION

(Exact name of registrant as specified in charter)

Minnesota

1-12725

41-0749934

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer 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)

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange 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; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.

On January 10, 2025, the Board of Directors of Regis Corporation (the “Company”) appointed Ms. Susan Lintonsmith to the Board of Directors, effective January 15, 2025. The Board of Directors will consider committee assignments for Ms. Lintonsmith at a later date. Ms. Lintonsmith will receive the Company’s standard director compensation, which is described under the heading “How Our Directors Are Paid” in the Company’s proxy statement for its 2024 annual meeting of shareholders. In addition, she will receive 2,782 restricted stock units that vest on the earlier of the first anniversary of the date of grant or the Company’s next annual meeting of shareholders, representing a pro-rated amount of the restricted stock unit awards made to the Company’s other non-employee directors in November 2024.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number


99.1						Press Release, dated January 15, 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: January 15, 2025	By:	/s/ Kersten D. Zupfer
		Kersten D. Zupfer
		Executive Vice President and Chief Financial Officer


			Exhibit No. 99.1

Regis Corporation Appoints Susan Lintonsmith to Its Board of Directors

MINNEAPOLIS - Regis Corporation (NasdaqGM:RGS), a leader in the haircare industry, today announces the appointment of Susan Lintonsmith to its Board of Directors, effective January 15, 2025. Ms. Lintonsmith spent most of her career in the food and beverage industry with key companies including Pizza Hut, Coca-Cola, Horizon Organic, Red Robin, and Quiznos. She served as the Chief Marketing Officer at Quiznos before moving into the Chief Executive Officer role in 2016. Ms. Lintonsmith then moved into the health and wellness industry in 2019 where she was the CEO for Elements Massage, a leading company in the massage therapy industry. She currently works with a European Wax Center franchisee.

Michael Merriman, Chairman, stated, "I am excited Susan is joining the Regis Board of Directors. She offers valuable perspective from a strategic business perspective. She has significant franchise and public company experience. Her marketing and operations skills will make Susan an excellent addition to the company and our board."

Ms. Lintonsmith added, "I am excited to join the Regis Board and look forward to working with the impressive management team and Board of Directors. Now is an exciting time to join the team, and I look forward to contributing to the strategic initiatives to help the company produce long-term growth and profitability."

Ms. Lintonsmith currently serves on two restaurant boards, including The ONE Group Hospitality, Inc. and Checkers Drive-In Restaurants, Inc. She has a Masters of Business Administration in marketing and finance from Indiana University and is a graduate of the University of Notre Dame. She lives in Lone Tree, Colorado and has two adult children.

About Regis Corporation

Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of September 30, 2024, the Company franchised or owned 4,359 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.

CONTACT:

REGIS CORPORATION:

Kersten Zupfer

investorrelations@regiscorp.com

HAYDEN IR:

James Carbonara Hayden IR (646)-755-7412 james@haydenir.com

Brett Maas Hayden IR (646) 536-7331 brett@haydenir.com

Cover Page Cover Page	May 01, 2024	Jan. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date		Jan. 10, 2025
Entity Registrant Name	REGIS CORP
Entity Incorporation, State or Country Code	MN
Entity File Number	1-12725
Entity Tax Identification Number	41-0749934
Entity Address, Address Line One	3701 Wayzata Boulevard
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	952
Local Phone Number	947-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.05 par value
Trading Symbol	RGS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000716643
Amendment Flag	false