Regis: Five directors offer conditional resignations

The five nominees who did not receive a majority will not participate in the board's decision on their resignation offers.

Available on EDGAR 11/03/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Regis Corporation reported that five of six director nominees did not receive a majority of votes cast at its October 28, 2026 annual meeting. Andrew Alfano, Lockie Andrews, Nancy Benacci, Susan Lintonsmith and Michael Mansbach offered to tender resignations under the company’s majority voting policy; the resignations take effect only if accepted by the board. Their board service continues pending the board’s decision. William Charters received a majority.

Shareholders voted 956,752 against and 422,593 for the advisory say-on-pay proposal and ratified Grant Thornton LLP as the company’s independent registered public accounting firm. Jamie Suarez, Executive Vice President, Company Operations, will leave his officer role at the end of October 30, 2026, and his employment will terminate at the end of November 22, 2026 under circumstances entitling him to severance benefits under the amended and restated senior executive severance policy; those benefits are subject to a release of claims and other policy covenants. The board will publicly announce its decision and rationale on the offers within 90 days after election results are certified. Newly appointed Board Chair Andrew Alfano is leading shareholder engagement about voting decisions.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• None.

Negative

• Moderate pointFive nominees offered conditional resignations after failing to receive majority votes.
• Minor pointSay-on-pay drew 956,752 votes against, versus 422,593 for.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Andrew Alfano director-election votes: 679,755 for; 759,046 against William Charters director-election votes: 1,415,415 for; 36,005 against Say-on-pay votes: 422,593 for; 956,752 against; 76,907 abstentions; 592,063 broker non-votes +2 more

5 metrics

Andrew Alfano director-election votes 679,755 for; 759,046 against Director election at the October 28, 2026 annual meeting

William Charters director-election votes 1,415,415 for; 36,005 against Director election at the October 28, 2026 annual meeting

Say-on-pay votes 422,593 for; 956,752 against; 76,907 abstentions; 592,063 broker non-votes Advisory vote on named executive officer compensation

Auditor ratification votes 1,950,309 for; 67,891 against; 30,115 abstentions Ratification of Grant Thornton LLP

Board decision announcement period Within 90 days After election results are certified

Key Terms

majority voting policy, conditional offer of resignation, say-on-pay vote, broker non-vote

4 terms

majority voting policy regulatory

"Under the Company’s majority voting policy"

conditional offer of resignation regulatory

"a conditional offer of resignation subject to acceptance or rejection"

say-on-pay vote financial

"advisory vote on the compensation of the Company’s named executive officers"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

broker non-vote regulatory

"Broker Non-Votes"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which RGS director nominees offered resignations after the annual meeting?

Andrew Alfano, Lockie Andrews, Nancy Benacci, Susan Lintonsmith and Michael Mansbach offered to tender resignations under Regis Corporation’s majority voting policy. The offers take effect only if accepted by the board, and the five directors’ service continues pending the board’s decision.

How did RGS shareholders vote on say-on-pay?

The advisory proposal on compensation for named executive officers received 422,593 votes for and 956,752 against. There were 76,907 abstentions and 592,063 broker non-votes.

When will Regis Corporation decide on the director resignation offers?

The board will publicly announce its decision and rationale within 90 days after election results are certified. It may accept or reject each offer or take other actions; each director who did not receive a majority will not participate in the decision, and the directors’ service continues pending the outcome.

When does Jamie Suarez leave Regis Corporation?

Jamie Suarez’s officer role ends at the end of October 30, 2026, and his employment terminates at the end of November 22, 2026. His circumstances entitle him to severance benefits under the amended and restated senior executive severance policy, subject to a release of claims and other policy covenants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000716643FALSE00007166432026-10-282026-10-28

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): October 28, 2026

REGIS CORPORATION

(Exact name of registrant as specified in its 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) 

(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))

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

Title of each class

Trading Symbol(s)

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; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 28, 2026, Regis Corporation (the "Company") determined that Jamie Suarez, the Company’s Executive Vice President, Company Operations, would no longer serve in his officer role effective at the end of the day on October 30, 2026 and his employment will terminate at the end of the day on November 22, 2026 under circumstances entitling him to severance benefits under the Company’s amended and restated senior executive severance policy, which benefits are subject to a release of claims and other covenants set forth in the policy.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 28, 2026, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting.

1.     Election of Directors. The results of the vote on the election of directors were as follows:

Director Nominee						For						Against						Abstain						Broker Non-Vote
Andrew Alfano						679,755						759,046						17,451						592,063
Lockie Andrews						353,693						1,085,118						17,441						592,063
Nancy Benacci						355,843						1,082,977						17,432						592,063
William Charters						1,415,415						36,005						4,832						592,063
Susan Lintonsmith						540,911						912,785						2,556						592,063
Michael Mansbach						355,875						1,082,840						17,537						592,063

Under the Company’s majority voting policy, a director nominee must tender a conditional offer of resignation subject to acceptance or rejection by the Company’s board of directors in the event the director does not receive a majority of votes cast for his or her election. As a result, Mr. Alfano, Ms. Andrews, Ms. Benacci, Ms. Lintonsmith and Mr. Mansbach offered to tender their resignations from the board of directors, with the effectiveness of such offered resignation conditioned upon the board of directors’ acceptance thereof. The board of directors will then decide whether each offered resignation should be accepted or rejected, or whether other actions should be taken. The board of directors will publicly announce its decision and rationale regarding the offered resignations within 90 days after the election results have been certified. As provided in the majority voting policy, each director who did not receive a majority vote will not participate in the decision of the board of directors with respect to his or her resignation, but all directors’ service will otherwise continue pending the outcome of those decisions.

The board of directors unanimously recommended to shareholders all proposals, and leading proxy advisory firms recommended in favor of the election of all director nominees and the Company’s say-on-pay vote. Accordingly, the Company, in an effort being led by the newly appointed Board Chair, Mr. Alfano, is engaging with its shareholders to better understand the reasons for shareholders’ voting decisions that will inform the board’s decision regarding the offered resignations.

2.    Say-on-Pay Proposal. The results of the advisory vote on the compensation of the Company’s named executive officers (say-on-pay vote) were as follows:

For						422,593
Against						956,752
Abstain						76,907
Broker Non-Votes						592,063

3.    Ratification of Appointment of Independent Registered Public Accounting Firm. The results of the vote on the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm were as follows:

For						1,950,309
Against						67,891
Abstain						30,115

SIGNATURE

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.

						REGIS CORPORATION
Dated: November 3, 2026						By:			/s/ Kersten D. Zupfer
									Kersten D. Zupfer
									Executive Vice President and Chief Financial Officer

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