8-K

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: August 30, 2017

(Date of earliest event reported)

SALLY BEAUTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33145	36-2257936
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation)		Identification Number)

3001 Colorado Boulevard

Denton, Texas 76210

(Address of principal executive offices)

(940) 898-7500

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers

On August 30, 2017, the Board elected Mr. Joseph C. Magnacca as a director to serve until the 2018 annual meeting of the Company’s stockholders or until his earlier resignation or removal.  The Board has determined that Mr. Magnacca is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines.

Mr. Magnacca, age 55, is the President, Chief Executive Officer, and director of Massage Envy Franchising LLC, a provider of therapeutic massage and skincare services, a position he has held since 2016.  Prior to joining Massage Envy, Mr. Magnacca served as Chief Executive Officer of RadioShack Corp., an electronics retailer, from 2013 to 2015, and as President, Marketing & Daily Living Products & Services for Walgreen’s, a national pharmacy chain, from 2011-2013.

Mr. Magnacca will receive compensation for his service as a director in accordance with the Company’s Independent Director Compensation Policy described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on December 9, 2016.

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

The press release announcing the appointment of Mr. Magnacca to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 8.01.OTHER EVENTS

On August 31, 2017, Sally Beauty Holdings, Inc. (the “Corporation”) announced that its Board of Directors has approved a new share repurchase program authorizing the Corporation to repurchase up to $1.0 billion of its common stock (the “Share Repurchase Program”). The Share Repurchase Program will cover the repurchase of shares over the four year period ending on September 30, 2021.  Repurchases will be made in compliance with all Securities and Exchange Commission rules, including Rule 10b-18, and other legal requirements and may be made in part under Rule 10b5-1 plans, which permits stock repurchases when the Company might otherwise be precluded from doing so.

In connection with its approval of the Share Repurchase Program, the Board of Directors terminated the Corporation’s $1.0 billion stock repurchase program that was adopted in August 2014.  As of June 30, 2017, the Corporation had $278.6 million of remaining availability under the prior stock repurchase program.

The press release announcing the Share Repurchase Program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statement and Exhibits

(d)See exhibit index.

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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.
August 31, 2017	By:	/s/ Matthew O. Haltom
		Name: Matthew O. Haltom
		Title: Senior Vice President, General Counsel and Secretary

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EXIBIT INDEX

Exhibit  Number	Description
Exhibit 99.1	Press release announcing the Share Repurchase Program and the appointment of a Director of Sally Beauty Holdings, Inc. on August 30, 2017

4

EX-99.1

Exhibit 99.1

Contact: Karen Fugate
	Investor Relations
	940-297-3877

Sally Beauty Holdings Announces $1.0 Billion Stock Repurchase Program

Joseph C. Magnacca Joins Board of Directors

DENTON, Texas, August 31, 2017 — Sally Beauty Holdings, Inc. (NYSE: SBH) (the “Company”) today announced that its Board of Directors has approved a new share repurchase program granting the Company authority to repurchase up to $1.0 billion of its common stock through the end of its fiscal year 2021.  This share repurchase program terminates the Company’s prior $1.0 billion share repurchase program under which the Company had repurchased $721 million of its common stock as of June 30, 2017.

The Company expects to fund the share repurchases through a combination of cash on hand, future cash flow from operations and borrowings.  Repurchases may be made at management’s discretion from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to market conditions, compliance with all Securities and Exchange Commission rules and other legal requirements.

On August 30, 2017, the Board elected Mr. Joseph C. Magnacca as an independent director.  Mr. Magnacca has over 25 years of leadership experience in the retail industry and currently serves as President, Chief Executive Officer, and Director of Massage Envy Franchising LLC, a position he has held since 2016.  Before Massage Envy, Mr. Magnacca served as the Chief Executive Officer and a Director of RadioShack.  Prior to RadioShack, Mr. Magnacca was Executive Vice President and President of Daily Living Products and Solutions for Walgreen Co., where he oversaw all of Walgreen’s marketing and merchandising operations across more than 8,000 stores.

“I am pleased that our strong balance sheet and cash flow enable us to return value to shareholders through share repurchases while simultaneously executing on our long-term strategy,” said Chris Brickman, President and Chief Executive Officer.  “I am equally pleased to welcome Joe Magnacca to our Board of Directors.  Joe is a high-performance executive with significant experience in small-box retail, and we look forward to his contributions to our Board.”

About Sally Beauty Holdings, Inc.

Sally Beauty Holdings, Inc. (NYSE: SBH) is an international specialty retailer and distributor of professional beauty supplies with revenues of approximately $4.0 billion annually.  Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through over 5,000 stores, including approximately 182 franchised units, throughout the United States, the United Kingdom, Belgium, Chile, Peru, Colombia, France, the Netherlands, Canada, Puerto Rico, Mexico, Ireland, Spain and Germany.  Sally Beauty Supply stores offer up to 9,000 products for hair, skin, and nails through professional lines such as OPI®, China Glaze®, Wella®, Clairol®, Conair® and Hot Shot Tools®, as well as an extensive selection of proprietary merchandise. Beauty Systems Group stores, branded as CosmoProf or Armstrong McCall stores, along with its outside sales consultants, sell up to 10,000 professionally branded products including Paul Mitchell®, Wella®, Matrix®, Schwarzkopf®, Kenra®, Goldwell®, Joico® and Aquage®, intended for use in salons and resale by salons to retail consumers. For more information about Sally Beauty Holdings, Inc., please visit sallybeautyholdings.com.

CONTACT: Sally Beauty Holdings, Inc. Investor Relations  Karen Fugate, 940-297-3877

Cautionary Notice Regarding Forward-Looking Statements

Statements in this news release which are not purely historical facts or which depend upon future events may be forward-looking statements within the meaning of Section 27A of the Securities Act   of   1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.   Words   such   as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions may also identify such forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements as such statements speak only as of the date they were made.  Any forward-looking statements involve risks and uncertainties that could cause  actual events or results to differ materially from the events or results described in the forward-looking statements, including, but not limited to, risks and uncertainties described in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K for the year ended September 30, 2016, as filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein. We assume no obligation to publicly update or revise any forward-looking statements.