Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointments of Certain Officers; Compensatory Arrangements of Certain
           Officers

At the Corporation's 2021 annual meeting of stockholders held on January 28, 2021, James M. Head was duly elected as a director, effective January 28, 2021, to serve until the 2022 annual meeting of the Corporation's stockholders or until his earlier resignation or removal. The Board of Directors has determined that Mr. Head is "independent" under the Corporate Governance Standards of the New York Stock Exchange and under the Corporation's Corporate Governance Guidelines.

Mr. Head, age 55, has been a Partner at BDT & Company, LLC since 2016. Prior to joining BDT, Mr. Head worked at Morgan Stanley for 22 years where he held various executive leadership roles, including Co-Head of the Mergers, Acquisitions and Restructuring Group, Americas from 2013 to 2016; Co-Head of the Financial Institutions M&A Group, Americas from 2008 to 2013; and Managing Director from 2003 to 2016. He began his career at Houlihan Lokey in Los Angeles. Mr. Head, through his role at BDT, has periodically provided strategic and financial advice to the Board since 2017. Mr. Head holds an M.B.A. degree from the Anderson School of Management at UCLA and a B.S. degree in Finance from Indiana University.

Mr. Head will receive compensation for his service as director in accordance with the Corporation's Independent Director Compensation Policy as described in the Corporation's most recent proxy statement, filed with the Securities and Exchange Commission on December 16, 2020.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Head and any director or executive officer of the Corporation. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Head and the Corporation that would be required to be reported.

Ms. P. Kelly Mooney did not stand for re-election at the Corporation's 2021 annual meeting of stockholders held on January 28, 2021.




Item 9.01  Financial Statement and Exhibits



(d)



Exhibit          Description

99.1               Press release announcing the election of Director of Sally
                 Beauty Holdings, Inc. on January 28, 2021.

104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document).

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