Sally Beauty (NYSE: SBH) shareholders back board, pay plan and KPMG

Rhea-AI Filing Summary

Sally Beauty Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders. There were 98,266,491 shares of common stock entitled to vote, and 89,239,188 shares were represented in person or by proxy, establishing a quorum.

Stockholders elected ten directors to serve until the 2027 annual meeting or until their successors are elected and qualified. Each nominee, including Board Chair Diana S. Ferguson and President and CEO Denise Paulonis, received substantially more votes "for" than "against," with additional broker non-votes reported.

On an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 75,355,571 votes for, 9,292,917 against, and 238,768 abstentions, plus broker non-votes. Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 86,845,312 votes for, 2,383,449 against, and 10,427 abstentions.

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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): January 22, 2026

SALLY BEAUTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-33145	36-2257936
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7900 Windrose Avenue
Plano, Texas				75024
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 777-5706

3001 Colorado Boulevard

Denton, Texas 76210

(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(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		SBH		New York Stock Exchange

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;

(ii) 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

(iii) 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:

Nominee		For		Against		Abstain		Broker Non-Votes
Rachel R. Bishop		84,358,928		501,327		27,001		4,351,932
Jeffrey Boyer		84,625,299		255,268		6,689		4,351,932
Diana S. Ferguson (Board Chair)		83,847,242		1,035,045		4,969		4,351,932
Dorlisa K. Flur		83,940,185		803,648		143,423		4,351,932
James M. Head		84,372,880		393,057		121,319		4,351,932
Lawrence “Chip” Molloy		84,264,489		616,083		6,684		4,351,932
Erin Nealy Cox		84,043,727		838,448		5,081		4,351,932
Denise Paulonis		84,437,875		329,193		120,188		4,351,932
Debra Perelman		79,199,946		5,660,465		26,845		4,351,932
Max Rangel		84,721,210		159,461		6,585		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:

For		Against		Abstain		Broker Non-Votes
75,355,571		9,292,917		238,768		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:

For				Against				Abstain
86,845,312				2,383,449				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.

			SALLY BEAUTY HOLDINGS, INC.
Date:	January 26, 2026	By:	/s/ Denise Paulonis
			Name: Denise Paulonis Title: President and Chief Executive Officer

FAQ

What did Sally Beauty Holdings (SBH) stockholders vote on at the 2026 annual meeting?

Stockholders of Sally Beauty Holdings (SBH) voted on three main items: the election of ten directors to serve until the 2027 annual meeting, an advisory (non-binding) vote to approve executive officer compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year.

Were all director nominees elected at the Sally Beauty (SBH) 2026 annual meeting?

Yes. All ten nominees, including Diana S. Ferguson (Board Chair), Denise Paulonis (President and Chief Executive Officer), and the other listed directors, were duly elected. Each received a higher number of votes for than against, with additional abstentions and broker non-votes reported.

How did Sally Beauty (SBH) stockholders vote on executive compensation in 2026?

In the advisory vote on executive compensation, 75,355,571 votes were cast in favor, 9,292,917 votes were against, and 238,768 abstained, with broker non-votes of 4,351,932. This means the company’s named executive officer compensation and related practices were approved on a non-binding basis.

Which audit firm did Sally Beauty (SBH) stockholders ratify for fiscal 2026?

Stockholders ratified the Board of Directors’ selection of KPMG LLP as Sally Beauty’s independent registered public accounting firm for the 2026 fiscal year. The vote totals were 86,845,312 for, 2,383,449 against, and 10,427 abstentions.

How many Sally Beauty (SBH) shares were entitled to vote and present at the 2026 meeting?

There were 98,266,491 shares of common stock entitled to vote at the 2026 Annual Meeting, with each share having one vote. Holders of 89,239,188 shares were present in person or by proxy, which constituted a quorum for conducting business.

What does the broker non-vote figure represent in Sally Beauty’s (SBH) 2026 voting results?

For the director elections and the advisory vote on executive compensation, the results include 4,351,932 broker non-votes. Broker non-votes occur when brokers hold shares in street name and do not receive voting instructions from beneficial owners on certain proposals.