SALLY BEAUTY HOLDINGS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointments of Certain Officers; Compensatory Arrangements of
Certain Officers
On
Item 7.01. Regulation FD Disclosure
The number of shares of the Company's common stock entitled to vote at the Annual Meeting was 107,042,649 and each share of common stock was entitled to one vote. The holders of 99,317,465 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 nine directors to the Board of Directors to hold office
until the 2024 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 (iii) Company's compensation practices and principles and their implementation;
the expression of the views of the stockholders on how frequently advisory
votes on executive compensation, such as
Proposal 2, will occur; and
(iv) the ratification of the selection of KPMG LLP as the Company's independentregistered public accounting firm for the 2023 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 2024 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 94,106,724 1,651,816 21,480 3,537,445 Jeffrey Boyer 95,509,686 244,387 25,947 3,537,445 Diana S. Ferguson 95,004,769 752,510 22,741 3,537,445 Dorlisa K. Flur 95,254,483 503,869 21,668 3,537,445 James M. Head 95,369,228 385,472 25,320 3,537,445 Linda Heasley 95,402,606 352,546 24,868 3,537,445
Lawrence "Chip" Molloy 94,029,911 1,725,245 24,864 3,537,445
Erin Nealy Cox 95,317,370 439,807 22,843 3,537,445 Denise Paulonis 95,569,552 187,033 23,435 3,537,445
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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 92,874,033 2,690,746 215,241 3,537,445
Proposal 3 - Advisory Vote on Frequency of Advisory Votes on Executive Compensation
The Stockholders indicated a preference that advisory votes on executive compensation, such as Proposal 2, occur every 1 year. The results of the advisory vote were as follows:
1 Year 2 Year 3 Year Abstain 93,378,657 47,763 2,283,827 69,773
In accordance with the results of this vote, the Board of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is scheduled to occur at the 2029 Annual Meeting.
Proposal 4 - Ratification of Selection of Auditors
The Board of Directors' selection of
For Against Abstain 98,363,532 927,813 26,120
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