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:  October 12, 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 2.02          Results of Operation and Financial Condition.

On October 16, 2018, Sally Beauty Holdings, Inc. (the “Company”) issued the news release attached hereto as Exhibit 99.1 reporting, among other things, selected preliminary fiscal fourth quarter financial information for the Sally Beauty segment.

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

On October 16, 2018, the Company also announced that Carrie S. McDermott has resigned from her position as President of Sally Beauty Supply LLC, effective October 12, 2018.

In connection with Ms. McDermott’s resignation, the Company has appointed Aaron E. Alt, the Company’s Senior Vice President, Chief Financial Officer and Chief Administrative Officer, to serve as President of Sally Beauty Supply LLC.

In connection with such appointment, Mr. Alt’s base salary was increased from $600,000 to $700,000, and his target bonus opportunity, as a percentage of base salary, was increased from 60% to 80%.

Item 9.01Financial Statement and Exhibits

(d)

Exhibit	Description
99.1	News release issued by Sally Beauty Holdings, Inc. on October 16, 2018

All of the information furnished in Item 2.02 of this report and the accompanying exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly incorporated by reference therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SALLY BEAUTY HOLDINGS, INC.
Date: October 16, 2018	/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. Pre-releases Selected Preliminary Fiscal Fourth Quarter Financial Information for Sally Beauty Segment; Announces Realignment of Leadership Responsibilities in Support of Transformation Initiatives

Sally Beauty Segment Quarterly Same Store Sales Improve to Flat for First Time in Seven Quarters;

Aaron Alt Appointed President of Sally Beauty Supply & CFO

DENTON, Texas, October 16, 2018 -- Sally Beauty Holdings, Inc. (NYSE: SBH) today announced that Aaron Alt has been appointed as President of Sally Beauty Supply LLC, in addition to his current finance and supply chain responsibilities at Sally Beauty Holdings. Carrie McDermott, President of Sally Beauty Supply, has resigned her position to accept a CEO position at another company in her current hometown of Columbus, Ohio.

Sally Beauty Holdings also today provided selected preliminary fiscal 2018 fourth quarter ‘Same Store Sales’ for the Sally Beauty segment.  Same Store Sales for this segment improved to flat for the first time in seven quarters, with positive Same Store Sales in the U.S. and Canada negatively impacted, modestly, by the European business.

“We are pleased to appoint Aaron to this new role,” said Chris Brickman, President and Chief Executive Officer of Sally Beauty Holdings. “The expansion of Aaron’s management responsibilities recognizes his valuable skillset and the meaningful contributions he has already made to the company as we implement our transformation initiatives. I believe that with Aaron’s leadership, and the strength of the Sally leadership team, anchored by Chris Kobus, GVP Marketing & Digital, and John Goss, GVP Stores, we are well-positioned for future success in our Sally Beauty Supply business.”

Brickman continued, “On behalf of everyone at Sally Beauty Holdings, we thank Carrie for her leadership and contributions to improving the performance of Sally Beauty Supply. We wish her well in her future endeavors.”

In connection with these changes, and in support of the transformation initiatives already underway, Sally Beauty Holdings also announced the following appointments, effective October 29:

• Heather Plutino has been appointed Group Vice President of Finance and Treasurer of Sally Beauty Holdings. Heather will lead the Financial Planning and Analysis, Treasury and Risk Management functions. Plutino joins Sally Beauty Holdings from the apparel retailer ascena retail group, inc., where she was Vice President and Treasurer. Prior to ascena, Plutino served in a variety of finance and treasury roles at Charming Shoppes and Target Corporation.

• Joe Brenner, CIO, will now report to CEO Chris Brickman, reflecting the importance of the key technology projects the Company is undertaking.

Brickman commented, “These appointments and changes further underscore our commitment to executing on our transformation strategy to generate profitable growth. With our detailed fiscal 2019 plans in place, our team is highly focused on executing against this plan. We look forward to providing an update on our progress on our fourth quarter earnings call.”

Sally Beauty Holdings expects to release its complete fiscal 2018 fourth quarter and full-year results on November 8.

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 5,170 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.

Cautionary Notice Regarding Forward-Looking Statements

Statements in this report 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 related to: our ability to integrate the new members of our management team; our ability to attract and retain highly skilled management and other personnel; potential fluctuation in our same store sales and quarterly financial performance; the volume of traffic to our stores; and the success of our strategic initiatives, including our store refresh program and increased marketing efforts, to enhance the customer experience, attract new customers, drive brand awareness and improve customer loyalty.  The ‘Same Store Sales’ statistics referenced in this press release are not necessarily indicative of the overall financial performance of Sally Beauty Holdings as a whole or for the financial performance of its Sally Beauty Systems or Beauty Systems Group segments.

Additional factors that could cause actual events or results to differ materially from the events or results described in the forward-looking statements can be found 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, 2017. 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.