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 (Date of earliest event reported): December 19, 2021

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	1-12725	41-0749934
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No)

3701 Wayzata Boulevard

Minneapolis, MN 55416

(Address of principal executive offices and zip code) 

(952) 947-7777

(Registrant's telephone number, including area code) 

(Not applicable)

(Former name or former address, if changed from last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.05 per share	RGS	New York Stock Exchange

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.  ☐

Regis Corporation

Current Report on Form 8-K

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.

On December 19, 2021, Felipe A. Athayde, the President and Chief Executive Officer and a member of the Board of Directors (the "Board") of Regis Corporation (the "Company") notified the Board that he would resign his positions and his employment effective March 19, 2022. Upon receiving such notice, the Board appointed Matthew Doctor, the Company's Executive Vice President and Chief Strategy Officer, to serve as Interim Chief Executive Officer effective December 23, 2021, after which Mr. Athayde will remain an employee and on the Board until March 19, 2022. The Board is commencing a search for a successor President and Chief Executive Officer, which will include consideration of internal and external candidates.

Mr. Doctor, age 35, has served in his current position at the Company since February 2021, prior to which he served as a consultant to the Company since December 2020. Prior to joining the Company, he was Chief Financial Officer of Kava Restaurants LLC, a Tim Horton's franchisee, from May 2018 to December 2020, following time he spent from April 2017 to May 2018 identifying investment opportunities. Prior to that, he held positions of increasing responsibility at Restaurant Brands International, a franchisor of restaurant companies, from June 2014 to April 2017. Earlier in his career, Mr. Doctor worked in investment banking with J.P. Morgan.

In connection with his appointment as Interim Chief Executive Officer, the Compensation Committee of the Board increased Mr. Doctor's base salary to $550,000, increased his target annual incentive to 100% of base salary and provided him with a $100,000 acceptance bonus.

At the same time, the Board appointed Jim Lain, the Company's President, Franchise Operations, who functions as the Company's principal operating officer, to the position of Chief Operating Officer of the Company, also effective December 23, 2021. In connection with this appointment, the Compensation Committee increased Mr. Lain's base salary to $425,000 and his target annual incentive will remain at 70% of base salary.

A copy of the press release announcing the matters described above is attached herewith as Exhibit 99.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

99    

Regis Corporation News Release Dated December 23, 2021.

SIGNATURE

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

		REGIS CORPORATION
Dated: December 23, 2021	By:	/s/ Kersten D. Zupfer
		Kersten D. Zupfer Executive Vice President and Chief Financial Officer

EX-99

	Exhibit No. 99

REGIS® CORPORATION ANNOUNCES LEADERSHIP TRANSITIONS

Matt Doctor Named Interim CEO

MINNEAPOLIS, December 23, 2021 -- Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is franchising technology-enabled hair salons, today announced that Felipe Athayde, President and Chief Executive Officer, has resigned from the Company. In connection with his resignation, the Board of Directors appointed Matthew Doctor, the Company's Executive Vice President and Chief Strategy Officer, as Interim Chief Executive Officer effective December 23, 2021. Mr. Athayde will remain an employee and a member of the Company's Board of Directors through March 19, 2022. The Board of Directors is commencing a search for a successor President and Chief Executive Officer, which will include consideration of internal and external candidates.

Mr. Doctor joined the Company in February 2021, after serving as a consultant to the Company since December 2020. Mr. Doctor brings relevant experience across all aspects of Regis' business, having been a franchisee of other brands, held numerous roles at a global franchisor, and worked in finance as an investment banker. Prior to joining Regis, Mr. Doctor was Chief Financial Officer of Kava Restaurants LLC, a Tim Horton's franchisee that grew to 83 restaurants. Prior to Kava, he held positions of increasing responsibility both domestically and internationally at Restaurant Brands International, including Head of Global Development and Franchisee Performance for the Burger King brand.Before joining Restaurant Brands International, Mr. Doctor worked as an investment banker in the Financial Institutions Group at J.P. Morgan.

During his tenure at Regis, Mr. Doctor accelerated the transition of corporate to franchise salons and was instrumental in driving additional G&A savings, both of which have had a significant impact on the profitability of the Company.

The Board also appointed Jim Lain, the Company's President of Franchise Operations, to the position of Chief Operating Officer, and Michael Ferranti, the Company's Senior Vice President of People & Culture to the position of Executive Vice President and Chief People Officer.

"The Board is grateful for Felipe's leadership and the franchise expertise he brought to our transformed business model," said David Grissen, Regis' Chair of the Board of Directors. "Felipe assembled and developed a stellar team – Matt included – with complementary skill sets across operations, development, technology, recruiting and finance that position us well to continue leveraging our platform following his departure."

"The Board is pleased to appoint Matt as Interim Chief Executive Officer," continued Mr. Grissen. "Since he joined Regis, Matt has already made significant contributions to our business, and, together with the rest of the leadership team, is well positioned to continue seamless execution of our priorities. Matt has the full backing of the Board during this time and we look forward to his continued contributions."

"I am humbled and grateful to be leading Regis during what continues to be a dynamic business environment," said Mr. Doctor. "I could not be more excited to be driving our business forward with our franchise partners and a leadership team that I have so much respect for, both as colleagues and as people. There is a lot to be done, both in our core business and in exploring opportunities while navigating this ever-changing environment. It is key for us to continue to foster our well-known brands while also recognizing the need to be flexible and pivot where warranted. We are well positioned to unleash the potential of our scaled platform and proprietary technology solution."

About Regis Corporation

Regis Corporation (NYSE:RGS) is a leader in the beauty salon industry. As of September 30, 2021, the Company franchised, owned or held ownership interests in 5,843 locations worldwide. Regis' locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. Regis maintains an ownership interest in Empire Education Group in the U.S.

CONTACT: REGIS CORPORATION:

Kersten Zupfer

investorrelations@regiscorp.com

XML

Cover Page Cover Page	Dec. 23, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 19, 2021
Entity Registrant Name	REGIS CORP
Entity Incorporation, State or Country Code	MN
Entity File Number	1-12725
Entity Tax Identification Number	41-0749934
Entity Address, Address Line One	3701 Wayzata Boulevard
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	952
Local Phone Number	947-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.05 per share
Trading Symbol	RGS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000716643
Amendment Flag	false