Regis (RGS) Proxy Filing summary

Executive summary

• Achieved a major refinancing, reducing debt by over $80 million, saving $7 million in annual interest, and extending maturity to June 2029, improving leverage from 8.0x to 4.5x debt to adjusted EBITDA as of June 30, 2024.

• Delivered growth in same-store sales, operating income, net income, and adjusted EBITDA, with adjusted EBITDA reaching $25.9 million in fiscal 2024, up from a $79 million loss in 2021.

• Completed migration to a single technology platform, enabling enhanced digital marketing and analytics, and implemented cost-saving organizational changes.

• Board succession plan in place, with Michael Merriman elected as new Chair, recognizing outgoing Chair David Grissen for his service.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors for one-year terms, approving executive compensation (Say-on-Pay), ratifying Grant Thornton LLP as auditor, and approving the Amended and Restated 2018 Long Term Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of a supermajority of independent directors, with separate Chair and CEO roles to enhance oversight.

• Directors are elected annually, with majority voting standards and required stock ownership until service ends.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board succession plan implemented, with Merriman to become Chair after the annual meeting.