Regis (RGS) Proxy filing summary

Executive summary

• Fiscal 2026 saw improved financial performance, with Adjusted EBITDA of $32.8 million, $13.1 million in operating cash flow, and a return to positive same-store sales growth.

• The company continued its transformation to a franchise-focused model, emphasizing brand strength, digital innovation, and operational excellence.

• Leadership changes included the appointment of Susan Lintonsmith as President and CEO and Nancy Benacci as Chair of the Board.

• Strategic priorities for fiscal 2027 include strengthening core brands, driving guest traffic, and improving network health.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for one-year terms, approve executive compensation (Say-on-Pay), and ratify Grant Thornton LLP as the independent auditor.

• Only shareholders of record as of September 2, 2026, are entitled to vote at the virtual annual meeting on October 28, 2026.

Board of directors and corporate governance

• The board consists of six nominees, including two new independent directors, with a supermajority being independent.

• Leadership roles are separated between the Chair and CEO for enhanced oversight.

• Directors are elected annually, and shareholders with 10% or more of stock can call special meetings.

• Director stock ownership and overboarding limits are enforced; annual board evaluations and director education are provided.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.