What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-08-31 compared with 2019-08-27 · 79 added, 78 removed, 95 unchanged (62% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As described in Note 16 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K, the Company identified an error in the quarterly financial statements related to the derecognition of goodwill associated with company-owned salons that were sold in the three months ended December 31, 2020.

As a result, the Company identified a material weakness in internal control over financial reporting as we did not maintain effective controls over the derecognition calculation of the company-owned stores goodwill reporting unit.

This material weakness existed until the end of the quarter ended March 31, 2020 when the remaining goodwill associated with the Company-owned reporting unit was fully impaired and, as a result, there was no longer a need for the derecognition of goodwill in conjunction with the sale of company-owned salons.

At that point, because the conditions causing the material weakness no longer existed, and are not expected to exist, we determined the material weakness had been remediated.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

9 unchanged sentences

Other Information

On August 23, 2019, the Company entered into an amendment to the employment agreement with Jim Lain, the Company’s Chief Operating Officer, to designate his primary office as the Atlanta, Georgia area.

In addition, the Agreement provides that Mr.

Lain will be entitled to reimbursement of reasonable travel expenses between his primary office and the Company’s principal executive offices in Minneapolis, Minnesota beginning January 1, 2019.

Directors, Executive Officers and Corporate Governance

Information regarding the Directors of the Company and Exchange Act Section 16(a) filings will be set forth in the sections titled "Item 1—Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" of the Company's 2019 Proxy Statement and is incorporated herein by reference.

The information required by Item 401 of Regulation S-K regarding the Company's executive officers is included under "Executive Officers" in Item 1 of this Annual Report on Form 10-K.

Information regarding the Directors of the Company will be set forth in the sections titled "Item 1—Election of Directors" of the Company's 2020 Proxy Statement and is incorporated herein by reference.

The information required by Item 401 of Regulation S-K regarding the Company's executive officers is included under "Information About Our Executive Officers" in Item 1 of this Annual Report on Form 10-K.

Additionally, information regarding the Company's audit committee and audit committee financial expert, as well nominating committee functions, will be set forth in the section titled "Our Board's Committees" and shareholder communications with directors will be set forth in the section titled "Communications with the Board" of the Company's 2020 Proxy Statement, and are incorporated herein by reference.

3 unchanged sentences

In addition, the charters of the Company's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and the Company's Corporate Governance Guidelines may be found in the same section of the Company's website.

Copies of any of these documents are available upon request to any shareholder of the Company by writing to the Company's Corporate Secretary at Regis Corporation, 7201 Metro Boulevard, Edina, Minnesota 55439.

Copies of any of these documents are available upon request to any shareholder of the Company by writing to the Company's Corporate Secretary at Regis Corporation, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416.

Executive Compensation

4 unchanged sentences

Information regarding certain relationships and related transactions will be set forth in the section titled "Certain Relationships and Related Transactions" of the Company's 2020 Proxy Statement and is incorporated herein by reference.

Information regarding director independence will be set forth in the section titled "Our Board Governance" of the Company's 2019 Proxy Statement and is incorporated herein by reference.

Information regarding director independence will be set forth in the section titled "How We Govern the Company" of the Company's 2020 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

3 unchanged sentences

Consolidated Financial Statements filed as part of this report are listed under Part II, Item 8 of this Form 10-K.

The exhibits listed in the accompanying index are filed as part of this report.

2 unchanged sentences

Exhibit Number/Description

Asset Purchase Agreement, dated October 1, 2017, between Regis Corporation, Regis Inc.

and The Beautiful Group LLC.

(Incorporated by reference to Exhibit 2.1 to the Company's Current Report on 8-K filed on October 5, 2017.

Share Purchase Agreement, dated October 1, 2017, between Haircare Limited, Regis UK Limited and International Beauty Limited.

(Incorporated by reference to Exhibit 2.2 to the Company's Current Report on 8-K filed on October 5, 2017.

Articles of Amendment of Restated Articles of Incorporation, dated April 24, 2018.

(Incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q filed on May 1, 2018.)

Bylaws of the Company.

(Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on April 27, 2018.)

Form of Stock Certificate.

(Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (Reg.

Description of the Company's Securities

Regis Corporation Executive Retirement Savings Plan Adoption Agreement and Trust Agreement, dated November 15, 2008, between the Company and Fidelity Management Trust Company (The CORPORATE Plan for Retirement EXECUTIVE PLAN basic plan document is incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K filed on August 29, 2007).

2(a) Portfolio Transfer Agreement (United States), dated as of December 30, 2019, between Regis Corp.

and The Beautiful Group Management, LLC.

(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on December 31, 2019.)

2(b) Portfolio Transfer Agreement (Canada), dated as of December 30, 2019, between Regis Holdings (Canada), Ltd.

and The Beautiful Group Salons (Canada) Ltd.

(Incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K filed on December 31, 2019.)

3(a) Restated Articles of Incorporation of the Company.

(Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 8, 2020.)

3(b) Bylaws of the Company.

(Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed on May 8, 2020.)

4(b) Description of the Company's Securities.

(Incorporated by reference to Exhibit 4.B of the Company's Annual Report on Form 10-K filed on August 27, 2019.)

10(a)* Regis Corporation Executive Retirement Savings Plan Adoption Agreement and Trust Agreement, dated November 15, 2008, between the Company and Fidelity Management Trust Company (The CORPORATE Plan for Retirement EXECUTIVE PLAN basic plan document is incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K filed on August 29, 2007).

(Incorporated by reference to Exhibit 10(a) of the Company's Quarterly Report on Form 10-Q filed February 9, 2009.)

Form of Amendment and Restated Senior Officer Employment and Deferred Compensation Agreement, dated August 31, 2012, between the Company and certain senior executive officers.

10(b)* Form of Amended and Restated Senior Officer Employment and Deferred Compensation Agreement, dated August 31, 2012, between the Company and certain senior executive officers.

(Incorporated by reference to Exhibit 10(b) of the Company's Quarterly Report on Form 10-Q filed November 9, 2012.)

Employment Agreement, dated November 11, 2013, between the Company and Jim B.

(Incorporated by reference to Exhibit 10(c) of the Company's Quarterly Report on Form 10-Q filed February 3, 2014.)

Employment Agreement, dated April 17, 2017, between the Company and Hugh E.

(Incorporated by reference to Exhibit 10(m) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Restricted Stock Unit Agreement, dated April 17, 2017, between the Company and Hugh E.

10(c)* Separation and Consulting Agreement, dated June 30, 2020, between the Company and Jim B.

10(d)* Employment Agreement, dated April 17, 2017, between the Company and Hugh E.

(Incorporated by reference to Exhibit 10(n) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Stock Appreciation Right Agreement, dated April 17, 2017, between the Company and Hugh E.

10(e)* Restricted Stock Unit Agreement, dated April 17, 2017, between the Company and Hugh E.

(Incorporated by reference to Exhibit 10(n) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

10(f)* Stock Appreciation Right Agreement, dated April 17, 2017, between the Company and Hugh E.

(Incorporated by reference to Exhibit 10(o) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Employment Offer Letter, dated June 16, 2017, between the Company and Andrew H.

(Incorporated by reference to Exhibit 10(r) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Amended and Restated 2004 Long Term Incentive Plan, as amended and restated effective October 22, 2013.

10(g)* Employment Agreement dated December 1, 2014, between t he Company and Kersten D.

10(h)* Amended and Restated 2004 Long Term Incentive Plan, as amended and restated effective October 22, 2013.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 11, 2013.)

Amendment to the Amended and Restated 2004 Long Term Incentive Plan, effective August 29, 2014.

10(i)* Amendment to the Amended and Restated 2004 Long Term Incentive Plan, effective August 29, 2014.

(Incorporated by reference to Exhibit 10(b) of the Company's Quarterly Report on Form 10-Q filed on November 4, 2014.)

Form of Restricted Stock Unit Award (Annual Fiscal 2018 Executive Grants).

10(j)* Form of Restricted Stock Unit Agreement (Annual Fiscal 2018 Executive Grants).

Incorporated by reference to Exhibit 10(v) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Form of Stock Appreciation Right Award (Annual Executive Grants).

10(k)* Form of Stock Appreciation Right Agreement (Annual Executive Grants).

(Incorporated by reference to Exhibit 10(w) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Form of Performance Stock Unit Award (Fiscal 2018 Executive Grants).

10(l)* Form of Performance Units Agreement (Fiscal 2018 Executive Grants).

(Incorporated by reference to Exhibit 10(x) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Form of Restricted Stock Unit Award (Annual Fiscal 2017 and 2016 Executive Grants).

10(m)* Form of Restricted Stock Unit Agreement (Annual Fiscal 2017 and 2016 Executive Grants).

(Incorporated by reference to Exhibit 10(u) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Form of Performance Stock Unit Award (Fiscal 2017 Executive Grants).

10(n)* Form of Performance Units Agreement (Fiscal 2017 Executive Grants).

(Incorporated by reference to Exhibit 10(w) of the Company's Annual Report on Form 10-K filed on August 23, 2017.)

Regis Corporation 2016 Long Term Incentive Plan, effective October 18, 2016.

10(o)* Regis Corporation 2016 Long Term Incentive Plan, effective October 18, 2016.

(Incorporated by reference to Appendix A of the Company’s Proxy Statement on Definitive Form 14A filed on September 7, 2016.)

Regis Corporation Amended and Restated 1991 Contributory Stock Purchase Plan, as amended and restated effective October 18, 2016.

10(p)* Regis Corporation Amended and Restated 1991 Contributory Stock Purchase Plan, as amended and restated effective October 18, 2016.

(Incorporated by reference to Appendix B of the Company’s Proxy Statement on Definitive Form 14A filed on September 7, 2016.)

Changes to Severance Program, dated January 23, 2017.

(Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017.)

Credit Agreement dated as of March 26, 2018 among Regis Corporation, the various financial institutions party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Keybank Capital Markets Inc., as Joint Lead Arrangers and Joint Bookrunners.

10(q)* Senior Executive Severance Policy, dated May 18, 2020, Applicable to Senior Vice Presidents and Above Who Do Not Have an Employment Agreement.

(Incorporated by reference to Exhibit 10.3.1 of the Company's Quarterly Report on Form 10-Q filed on June 18, 2020.)

10(r) Credit Agreement dated as of March 26, 2018 among Regis Corporation, the various financial institutions party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Keybank Capital Markets Inc., as Joint Lead Arrangers and Joint Bookrunners.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 30, 2018.)

Amendment No.

10(s) Amendment No.

1 to Credit Agreement dated as of April 25, 2018 by and among Regis Corporation, various financial institutions and Bank of America, N.A.

1 unchanged sentence

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 27, 2018.)

Secured Promissory Note (US Working Capital) of The Beautiful Group Management, LLC in favor of Regis Corp., dated as of August 2, 2018.

(Incorporated by reference to Exhibit 10(ii) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Secured Promissory Note (UK Working Capital) of International Beauty Limited in favor of Regis Corp., dated as of August 2, 2018.

(Incorporated by reference to Exhibit 10(jj) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Secured Promissory Note (Canada Working Capital) of The Beautiful Group Salons (Canada), Ltd.

in favor of Regis Corp., dated as of August 2, 2018.

(Incorporated by reference to Exhibit 10(kk) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Secured Promissory Note (US Receivables) of The Beautiful Group Management, LLC in favor of Regis Corp., dated as of August 2, 2018.

(Incorporated by reference to Exhibit 10(ll) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Secured Promissory Note (Canada Receivables) of The Beautiful Group Salons (Canada), Ltd.

in favor of Regis Corp., dated as of August 2, 2018.

(Incorporated by reference to Exhibit 10(mm) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

Form of Letter Agreement with Executive Officers (August 31, 2018).

10(t) Amendment No.

2 to Credit Agreement dated as of May 15, 2020 by and among Regis Corporation, certain of its subsidiaries, various financial institutions and Bank of America, N.A.

as Administrative Agent.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 18, 2020.)

10(u) Amendment No.

3 to Credit Agreement dated as of July 29, 2020 by and among Regis Corporation, certain of its subsidiaries, various financial institutions and Bank of America, N.A.

as Administrative Agent.

10(v)* Form of Letter Agreement with Executive Officers (August 31, 2018).

(Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Form of Restricted Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.

10(w)* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.

(Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Form of Restricted Stock Unit Award (Annual Fiscal 2019 Grant, Hugh E.

10(x)* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Grant, Hugh E.

(Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Form of Performance Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.

10(y)* Form of Performance Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.

(Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Form of Performance Stock Unit Award (Annual Fiscal 2019, Hugh E.

10(z)* Form of Performance Stock Unit Award (Annual Fiscal 2019, Hugh E.

(Incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Form of Restricted Stock Unit Agreement (Non-Employee Director Grants).

10(aa)* Form of Restricted Stock Unit Agreement (Non-Employee Director Grants).

(Incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

Regis Corporation Amended and Restated Short Term Incentive Compensation Plan, effective February 27, 2019.

10(bb)* Regis Corporation Amended and Restated Short Term Incentive Compensation Plan, effective February 27, 2019.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on April 30, 2019.)

Regis Corporation Stock Purchase and Matching RSU Program as amended and restated effective March 20, 2019, including form of SPMP and forms of Matching RSU Award Agreements.

10(cc)* Regis Corporation Stock Purchase and Matching RSU Program as amended and restated effective March 20, 2019, including form of SPMP and forms of Matching RSU Award Agreements.

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 30, 2019.)

Regis Corporation 2018 Long Term Incentive Plan, effective October 23, 2018.

10(dd)* Regis Corporation 2018 Long Term Incentive Plan, effective October 23, 2018.

(Incorporated by reference to Appendix A of the Company’s Proxy Statement on Definitive Form 14A filed on September 6, 2018.)

Separation Agreement, dated March 21, 2019 between the Company and Rachel Endrizzi

Second US and Canada Omnibus Settlement Agreement dated as of June 27, 2019, among Regis Corp., Regis, Inc., Regis Holdings (Canada), Ltd., and The Barbers, Hairstyling for Men & Women, Inc.

10(ee)* Form of Restricted Stock Unit Award (Chad Kapadia September 1, and June 5, 2019).

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on October 29, 2019.)

10(ff) Second US and Canada Omnibus Settlement Agreement dated as of June 27, 2019, among Regis Corp., Regis, Inc., Regis Holdings (Canada), Ltd., and The Barbers, Hairstyling for Men & Women, Inc.

(“Regis Entities”), on the one hand, and The Beautiful Group Management, LLC, The Beautiful Group Salons (Canada) Ltd., The Beautiful Group Holdings, LLC, Archetype Capital Group, LLC, The Beautiful Group Ventures, LLC, TBG IP Holder, LLC, and Regent Companies, LLC (“TBG Entities”), on the other hand.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 3, 2019.)

Amendment to Employment Agreement, dated August 23, 2019, between the Company and Jim B.

21 List of Subsidiaries of the Company.

6 unchanged sentences

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

XBRL Taxonomy Extension Definition Linkbase

101 The following financial information from Regis Corporation's Annual Report on Form 10-K for the year ended June 30, 2020, formatted in Inline Xtensible Business Reporting Language (iXBRL) and filed electronically herewith:

(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Earnings;

(iii) the Consolidated Statements of Comprehensive Income;

(iv) the Consolidated Statements of Cash Flows;

and (v) the Notes to the Consolidated Financial Statements.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

104 The cover page from Regis Corporation's Annual Report on Form 10-K for the year ended June 30, 2020, formatted in iXBRL (included as Exhibit 101).

_______________________________________________________________________________

(*) Management contract, compensatory plan or arrangement required to be filed as an exhibit to the Company's Report on Form 10-K.

This Exhibit was originally filed in paper format.

(P) This Exhibit was originally filed in paper format.

Accordingly, a hyperlink has not been provided.

3 unchanged sentences

REGIS CORPORATION

President and Chief Executive Officer

Chairman , President and Chief Executive Officer

(Principal Executive Officer)

/s/ ANDREW H.

By /s/ KERSTEN D.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ KERSTEN D.

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

August 31, 2020

2 unchanged sentences

August 31, 2020

Independent Lead Director

August 31, 2020

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures