8-K

UNITED STATES

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: May 23, 2018

(date of earliest event reported)

SALLY BEAUTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-33145

Delaware	36-2257936
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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:

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

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

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

☐ Pre-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☐

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.  ☐

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

The Board of Directors (the “Board”) appointed Denise Paulonis as a director, effective May 23, 2018, to serve until the 2019 annual meeting of the Company’s stockholders or until her earlier resignation or removal.  The Board has determined that Ms. Paulonis is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company's Corporate Governance Guidelines.

Ms. Paulonis, age 46, is the Executive Vice President and Chief Financial Officer of The Michaels Companies, a position she has held since August 2016.  Ms. Paulonis joined Michaels in September 2014 and served as its Senior Vice President, Finance and Treasurer from November 2015 to August 2016 and as its Vice President, Corporate Finance, Investor Relations and Treasury from September 2014 to November 2015. Prior to joining Michaels, Ms. Paulonis held various senior level positions with PEPSICO from August 2009 to September 2014, including Vice President, Financial Planning and Analysis, Frito Lay from August 2013 to September 2014; Vice President, Finance and Strategy, PepsiCo U.S. Sales from January 2011 to July 2013; and Vice President, Global Corporate Strategy from August 2009 to December 2010.  Ms. Paulonis holds a Master of Business Administration with concentration in Finance and Strategic Planning from The Wharton School, University of Pennsylvania, and a Bachelor of Science in Finance and Economics from Miami University.

Ms. Paulonis will receive compensation for her service as a director in accordance with the Company’s Independent Director Compensation Policy as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on December 15, 2017.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Ms. Paulonis 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 Ms. Paulonis and the Company that would be required to be reported.

Item 9.01.  Financial Statement and Exhibits

(d)Exhibits

Exhibit  Number	Description
Exhibit 99.1	Press release announcing the appointment of a Director of Sally Beauty Holdings, Inc. on May 23, 2018

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.
May 23, 2018	By:	/s/ Christian A. Brickman
		Christian A. Brickman
		Director, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact: Jeff Harkins

Investor Relations

940-297-3877

Sally Beauty Holdings, Inc. Announces the Appointment of Denise Paulonis to the Board of Directors

DENTON, Texas, May 23, 2018 -- Sally Beauty Holdings, Inc. (NYSE: SBH) today announced that Denise Paulonis, Executive Vice President and Chief Financial Officer of The Michaels Companies, has been appointed to the Board of Directors. Ms. Paulonis brings more than twenty years of experience in finance, accounting, tax, treasury, risk management, investor relations, supply chain and corporate strategy.  

“I am really pleased to welcome Denise to the Board,” stated Bob McMaster, Chairman of the Board of Directors.  “She is an extraordinary leader who brings a wealth of experience, especially in retail and consumer goods. Her strong finance and strategic background will supplement our Board’s breadth of talent and experience. I am confident that Denise will make a positive contribution and will be a great asset as SBH continues its transformation towards long-term growth.”

“I am honored to serve on the board of Sally Beauty Holdings,” Paulonis said. “I look forward to working with the Board and with the company’s outstanding management team to help shape the strategy and long-term growth of this great company.”

Ms. Paulonis joined Michaels in September 2014 and has served various finance roles within the organization, including Executive Vice President and Chief Financial Officer; Senior Vice President of Finance and Treasurer; and Vice President of Corporate Finance, Investor Relations and Treasury. Prior to joining Michaels, Ms. Paulonis held various senior level positions with PepsiCo from August 2009 to September 2014, including Vice President of Financial Planning and Analysis of the Frito Lay division, Vice President of Finance and Strategy of PepsiCo U.S. Sales, and Vice President of Global Corporate Strategy.

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 $3.9 billion annually.  Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through 5,177 stores, including approximately 184 franchised units, and has operations throughout the United States, Puerto Rico, Canada, Mexico, Peru, Chile, the

United Kingdom, Ireland, Belgium,France, the Netherlands, Spain and Germany.  Sally Beauty Supply stores offer up to 8,000 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 10,500 professionally branded products including Paul Mitchell^®, Wella^®, Matrix^®, Schwarzkopf^®, Kenra^®, Goldwell^®, Joico^® and Aquage^®, intended for use in salons and for resale by salons to retail consumers. For more information about Sally Beauty Holdings, Inc., please visit sallybeautyholdings.com.