[8-K] REGIS CORP Reports Material Event

Rhea-AI Filing Summary

Regis Corporation reported the results of its Annual Meeting held on October 28, 2025. Shareholders elected five directors and approved the advisory say‑on‑pay vote.

They ratified Grant Thornton LLP as independent auditor. The Amended and Restated 1991 Contributory Stock Purchase Plan was approved, and shareholders gave advisory ratification to extend the Tax Benefits Preservation Plan.

Key vote totals included: say‑on‑pay For 629,139; auditor ratification For 1,661,370; stock purchase plan For 609,366; tax benefits preservation plan extension For 702,830.

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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, 2025

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 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 28, 2025, Regis Corporation (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 shareholders elected the five director nominees to serve for a one-year term. The results of the vote on the election of directors were as follows:

Director Nominee						For						Against						Abstain						Broker Non-Vote
Lockie Andrews						637,658						80,475						2,316						953,188
Nancy Benacci						635,627						82,324						2,498						953,188
Susan Lintonsmith						635,998						81,987						2,464						953,188
Michael Mansbach						637,340						80,781						2,328						953,188
Michael J. Merriman						636,605						81,521						2,323						953,188

2.    Say-on-Pay Proposal. The shareholders approved the advisory proposal on the compensation of the Company's named executive officers. The results of the advisory vote on the say-on-pay proposal were as follows:

For						629,139
Against						85,924
Abstain						5,386
Broker Non-Votes						953,188

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

For						1,661,370
Against						10,799
Abstain						1,468

4.    Approval of the Amended and Restated 1991 Contributory Stock Purchase Plan (the "Amended Plan"). The shareholders approved the Amended Plan. The results of the vote on the approval of the Amended Plan were as follows:

For						609,366
Against						107,744
Abstain						3,339
Broker Non-Votes						953,188

5.    Advisory Ratification of the Extension of the Tax Benefits Preservation Plan. The shareholders approved the advisory ratification of the extension of the Tax Benefits Preservation Plan. The results of the advisory vote to ratify the extension of the Tax Benefits Preservation Plan were as follows:

For						702,830
Against						14,169

Abstain						3,450
Broker Non-Votes						953,188

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: October 30, 2025						By:			/s/ Kersten R. Zupfer
									Kersten D. Zupfer
									Executive Vice President and Chief Financial Officer

FAQ

What did RGS shareholders approve at the Annual Meeting?

Shareholders elected five directors, approved say‑on‑pay, ratified Grant Thornton LLP as auditor, approved the Amended and Restated 1991 Contributory Stock Purchase Plan, and ratified the extension of the Tax Benefits Preservation Plan.

How did RGS vote on say‑on‑pay?

The advisory say‑on‑pay proposal passed with For 629,139, Against 85,924, Abstain 5,386, and Broker Non‑Votes 953,188.

Which auditor did RGS shareholders ratify and what were the votes?

Shareholders ratified Grant Thornton LLP with For 1,661,370, Against 10,799, and Abstain 1,468.

Which directors were elected to the RGS board?

The five elected directors are Lockie Andrews, Nancy Benacci, Susan Lintonsmith, Michael Mansbach, and Michael J. Merriman.

Did RGS shareholders approve the amended stock purchase plan?

Yes. The Amended and Restated 1991 Contributory Stock Purchase Plan was approved with For 609,366, Against 107,744, Abstain 3,339, and Broker Non‑Votes 953,188.

What was the outcome of RGS’s Tax Benefits Preservation Plan vote?

The advisory ratification to extend the Tax Benefits Preservation Plan was approved with For 702,830, Against 14,169, Abstain 3,450, and Broker Non‑Votes 953,188.