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Evaluation of Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
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Based upon this evaluation, management concluded the Company's internal controls over financial reporting were effective as of June 30, 2021 based on those criteria.
−Removed: The effectiveness of the Company's internal control over financial reporting as of June 30, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which appears in Item 8.
+Added: The effectiveness of the Company's internal control over financial reporting as of June 30, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report, which appears in Item 8.
Changes in Internal Controls over Financial Reporting
43 unchanged sentences
(Incorporated by reference to Exhibit 10(b) of the Company's Quarterly Report on Form 10-Q filed November 9, 2012.)
−Removed: 10(c)* Separation and Consulting Agreement, dated June 30, 2020, between the Company and Jim B.
−Removed: 10(d)* Employment Agreement, dated April 17, 2017, between the Company and Hugh E.
+Added: 10(c)* Separation and Consulting Agreement, dated July 1, 2021, between the Company and James Townsend.
+Added: 10(d)* Separation Agreement, dated December 7, 2020, between the Company and Eric Bakken.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2021.)
+Added: 10(e)* Offer Letter, between Felipe A.
+Added: Athayde and Regis Corporation, dated September 4, 2020.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 8, 2020.)
+Added: 10(f)* Non-compete, Non-disclosure, Non-Solicitation and Non-Hire Agreement, between Felipe A.
+Added: Athayde and Regis Corporation, dated September 4, 2020.
+Added: (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 8, 2020.)
+Added: 10(g)* Restricted Stock Unit Agreement, dated October 5, 2020, between the Company and Felipe A.
+Added: 10(h)* Matching Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.
+Added: 10(i)* Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.
+Added: 10(j)* Transition Services and Release Agreement, between Hugh E.
+Added: Sawyer and Regis Corporation, dated September 4, 2020.
+Added: (Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on September 8, 2020).
+Added: 10(k)* 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.)
−Removed: 10(e)* Restricted Stock Unit Agreement, dated April 17, 2017, between the Company and Hugh E.
+Added: 10(l)* 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.)
−Removed: 10(f)* Stock Appreciation Right Agreement, dated April 17, 2017, between the Company and Hugh E.
+Added: 10(m)* 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.)
−Removed: 10(g)* Employment Agreement dated December 1, 2014, between t he Company and Kersten D.
−Removed: 10(h)* Amended and Restated 2004 Long Term Incentive Plan, as amended and restated effective October 22, 2013.
+Added: 10(n)* Employment Agreement dated December 1, 2014, between the Company and Kersten D.
+Added: (Incorporated by reference to Exhibit 10(g) of the Company's Annual Report of Form 10-K filed on August 31, 2020).
+Added: 10(o)* Restricted Stock Unit Agreement, dated November 11, 2019, between the Company and Kersten D.
+Added: 10(p)* Performance Units Agreement, dated November 11, 2019, between the Company and Kersten D.
+Added: 10(q)* Form of Restricted Stock Unit Agreement (Fiscal 2021 Executive Grants).
+Added: 10(r)* 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.)
−Removed: 10(i)* Amendment to the Amended and Restated 2004 Long Term Incentive Plan, effective August 29, 2014.
+Added: 10(s)* 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.)
−Removed: 10(j)* Form of Restricted Stock Unit Agreement (Annual Fiscal 2018 Executive Grants).
+Added: 10(t)* 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.)
−Removed: 10(k)* Form of Stock Appreciation Right Agreement (Annual Executive Grants).
+Added: 10(u)* 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.)
−Removed: 10(l)* Form of Performance Units Agreement (Fiscal 2018 Executive Grants).
+Added: 10(v)* 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.)
−Removed: 10(m)* Form of Restricted Stock Unit Agreement (Annual Fiscal 2017 and 2016 Executive Grants).
+Added: 10(w)* 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.)
−Removed: 10(n)* Form of Performance Units Agreement (Fiscal 2017 Executive Grants).
+Added: 10(x)* 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.)
−Removed: 10(o)* Regis Corporation 2016 Long Term Incentive Plan, effective October 18, 2016.
+Added: 10(y)* 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.)
−Removed: 10(p)* Regis Corporation Amended and Restated 1991 Contributory Stock Purchase Plan, as amended and restated effective October 18, 2016.
+Added: 10(z)* 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.)
−Removed: 10(q)* Senior Executive Severance Policy, dated May 18, 2020, Applicable to Senior Vice Presidents and Above Who Do Not Have an Employment Agreement.
+Added: 10(aa)* 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.)
−Removed: 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.
+Added: 10bb) 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.)
−Removed: 10(s) Amendment No.
+Added: 10(cc) 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.)
−Removed: 10(t) Amendment No.
+Added: 10(dd) 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.
1 unchanged sentence
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 18, 2020.)
−Removed: 10(u) Amendment No.
+Added: 10(ee) 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.
−Removed: 10(v)* Form of Letter Agreement with Executive Officers (August 31, 2018).
+Added: (incorporated by reference to Exhibit 10(u) of the Company's Annual Report on Form 10-K filed on August 31, 2020.)
+Added: 10(ff)* 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.)
−Removed: 10(w)* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.
+Added: 10(gg)* 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.)
−Removed: 10(x)* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Grant, Hugh E.
+Added: 10(hh)* 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.)
−Removed: 10(y)* Form of Performance Stock Unit Award (Annual Fiscal 2019 Executive Grants, Excluding Hugh E.
+Added: 10(ii)* 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.)
−Removed: 10(z)* Form of Performance Stock Unit Award (Annual Fiscal 2019, Hugh E.
+Added: 10(jj)* 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.)
−Removed: 10(aa)* Form of Restricted Stock Unit Agreement (Non-Employee Director Grants).
+Added: 10(kk)* 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.)
−Removed: 10(bb)* Regis Corporation Amended and Restated Short Term Incentive Compensation Plan, effective February 27, 2019.
+Added: 10(ll)* 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.)
−Removed: 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.
+Added: 10(mm)* 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.)
−Removed: 10(dd)* Regis Corporation 2018 Long Term Incentive Plan, effective October 23, 2018.
+Added: 10(nn)* 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.)
−Removed: 10(ee)* Form of Restricted Stock Unit Award (Chad Kapadia September 1, and June 5, 2019).
+Added: 10(oo)* 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.)
−Removed: 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.
+Added: 10(pp) 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.)
+Added: 10(qq) Open Market Sale A greement SM , dated February 3, 2021, between the Company and Jefferies LLC .
+Added: (Incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 (No.
21 List of Subsidiaries of the Company.
+Added: 23.1 Consent of Grant Thornton LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
20 unchanged sentences
(*) Management contract, compensatory plan or arrangement required to be filed as an exhibit to the Company's Report on Form 10-K.
−Removed: (P) This Exhibit was originally filed in paper format.
−Removed: Accordingly, a hyperlink has not been provided.
Form 10-K Summary
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REGIS CORPORATION
−Removed: Chairman , President and Chief Executive Officer
+Added: By /s/ FELIPE A.
+Added: President and Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
+Added: /s/ DANIEL G.
Chairman of the Board of Directors
August 26, 2021
−Removed: Independent Lead Director
−Removed: August 31, 2020
−Removed: /s/ DANIEL G.
+Added: /s/ FELIPE A.
August 26, 2021
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August 26, 2021
+Added: /s/ MICHAEL MANSBACH
+Added: Michael Mansbach,
+Added: August 26, 2021
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.