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Item 9A. Controls and Procedures

2022-08-23 compared with 2021-08-26 · 77 added, 94 removed, 99 unchanged (63% of the section changed)

12 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Information regarding the Directors of the Company will be set forth in the sections titled "Item 1—Election of Directors" of the Company's 2022 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 2022 Proxy Statement, and are incorporated herein by reference.

2 unchanged sentences

The Company intends to disclose any substantive amendments to, or waivers from, its Code of Business Conduct & Ethics on its website or in a report on Form 8-K.

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, 3701 Wayzata Boulevard, Suite 500, Minneapolis, Minnesota 55416.

Copies 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

5 unchanged sentences

Information regarding director independence will be set forth in the section titled "How We Govern the Company" of the Company's 2022 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

A description of the fees paid to the independent registered public accounting firm will be set forth in the section titled "Item 3 - Ratification of Appointment of Independent Registered Public Accounting Firm" of the Company's 2022 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) All financial statements:

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

(2) Financial statement schedules:

All financial statement schedules are omitted as the required information is inapplicable, not required, or the information is presented in the consolidated financial statements or related notes.

(3) Exhibits:

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

Except where otherwise indicated below, the SEC file number for each report and registration statement from which the exhibits are incorporated by reference is 1-12725.

There are no financial statement schedules included with this filing for the reason they are not applicable, not required or the information is included in the financial statements or notes thereto.

Exhibit Number Description

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

and The Beautiful Group Management, LLC.

2.1 Portfolio Transfer Agreement (United States), dated December 30, 2019, between Regis Corp.

and The Beautiful Group Management, LLC., The Beautiful Group, LLC, The Beautiful Group Ventures, LLC, The Beautiful Group Ventures USA, LLC, and TBG IP Holder, 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.

2.2 Portfolio Transfer Agreement (Canada), dated 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.

2.3 Asset Purchase Agreement, dated June 9, 2022, among the Company, Fremont Software, LLC, The Barbers, Hairstyling for Men & Women, Inc., Roosters MGC International LLC, Regis Holdings (Canada), Ltd., Magicuts, Ltd., First Choice Haircutters, Ltd., Cutco Acquisition Corp., RPC Acquisition Corp., Supercuts, Inc., and Soham Inc.

(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on June 10, 2022).

3.1 2020 Restated Articles of Incorporation of Regis Corporation.

(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.

3.2 Bylaws of Regis Corporation.

(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.

4.1 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).

10.1* Regis Corporation Executive Retirement Savings Plan Adoption Agreement and Trust Agreement, dated November 15, 2008, between the Company and Fidelity Management Trust Company .

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

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.)

10(c)* Separation and Consulting Agreement, dated July 1, 2021, between the Company and James Townsend.

10(d)* Separation Agreement, dated December 7, 2020, between the Company and Eric Bakken.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2021.)

10(e)* Offer Letter, between Felipe A.

Athayde and Regis Corporation, dated September 4, 2020.

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

10(f)* Non-compete, Non-disclosure, Non-Solicitation and Non-Hire Agreement, between Felipe A.

Athayde and Regis Corporation, dated September 4, 2020.

10.2* The CORPORATE Plan for Retirement EXECUTIVE PLAN basic plan document .

( I ncorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K filed on August 29, 2007 .

10.3* Amendment to the adoption agreement for the Regis Corporation Executive Retirement Savings Plan, effective January 1, 2016.

10.4* Offer Letter, dated September 4, 2020, between the Company and Felipe A.

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

10(g)* Restricted Stock Unit Agreement, dated October 5, 2020, between the Company and Felipe A.

10(h)* Matching Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.

10(i)* Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.

10(j)* Transition Services and Release Agreement, between Hugh E.

Sawyer and Regis Corporation, dated September 4, 2020.

10.5* Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement, dated September 4, 2020, between the Company and Felipe A.

(Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 8, 2020.)

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.)

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.)

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.)

10(n)* Employment Agreement dated December 1, 2014, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(g) of the Company's Annual Report of Form 10-K filed on August 31, 2020).

10(o)* Restricted Stock Unit Agreement, dated November 11, 2019, between the Company and Kersten D.

10(p)* Performance Units Agreement, dated November 11, 2019, between the Company and Kersten D.

10(q)* Form of Restricted Stock Unit Agreement (Fiscal 2021 Executive Grants).

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

10.6* Restricted Stock Unit Agreement, dated October 5, 2020, between the Company and Felipe A.

(Incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.7* Matching Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.

(Incorporated by reference to Exhibit 10(h) of the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.8* Stock Option Agreement, dated October 5, 2020, between the Company and Felipe A.

(Incorporated by reference to Exhibit 10(i) of the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.9* Employment Agreement dated December 1, 2014, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-K filed on August 31, 2020.)

10.10* Restricted Stock Unit Agreement, dated November 11, 2019, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.11* Performance Units Agreement, dated November 11, 2019, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(p) to the Company's Annual Report on From 10-K filed on August 26, 2021.)

10.12* Form of Restricted Stock Unit Agreement (Fiscal 2021 Executive Grants).

Incorporated by reference to Exhibit 10(q) to the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.13* Regis Corporation 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.)

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

10.14* 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.)

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

10.15* 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.)

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.)

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.)

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.)

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

10.16* 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.)

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

10.17* 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.)

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

10.18* 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.)

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

10.19* Senior Executive Severance Policy, dated May 18, 2020.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on June 18, 2020.)

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.)

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.

as Administrative Agent.

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

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.

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(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.

10.20 Amendment No.

6 to Credit Agreement, dated as of August 12, 2022, 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(u) of the Company's Annual Report on Form 10-K filed on August 31, 2020.)

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.)

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.)

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.)

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.)

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

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 15, 2022.)

10.21* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Executive Grants).

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

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

10.22* Form of Restricted Stock Unit Agreement (Annual Fiscal 2017 Non-Employee Director Grants).

10.23* Form of Restricted Stock Unit Agreement (Annual Fiscal 2018 Non-Employee Director Grants).

10.24* 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.)

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

10.25* 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.)

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.

10.26* Regis Corporation Stock Purchase and Matching RSU Program, as amended and restated effective March 20, 2019.

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

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

10.27* 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.)

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.)

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.

10.28 Second US and Canada Omnibus Settlement Agreement, dated June 27, 2019, among Regis Corp., Regis, Inc., Regis Holdings (Canada), Ltd., and The Barbers, Hairstyling for Men & Women, Inc., 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 (f/k/a The Beautiful Group Real Estate, LLC), TBG IP Holder, LLC, and Regent Companies, LLC.

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

10(qq) Open Market Sale A greement SM , dated February 3, 2021, between the Company and Jefferies LLC .

10.29 Open Market Sale Agreement, dated February 3, 2021, between the Company and Jefferies LLC.

(Incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 (No.

333-252700) filed on February 4, 2021.)

10.30* Form of Stock Option Award Agreement (Annual Executive Grants).

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on 10-Q filed on November 4, 2021.)

10.31* Form of Cash-Settled SAR Agreement (Annual Executive Grants).

(Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on 10-Q filed on November 4, 2021.)

10.32* Offer Letter, dated December 22, 2021, between the Company and Matthew Doctor.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2022.)

10.33* Offer Letter, dated December 22, 2021, between the Company and Jim B.

(Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2022.)

10.34* Offer Letter, Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement, dated May 4, 2022, between the Company and Matthew Doctor.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 5, 2022).

21 List of Subsidiaries of the Company.

23 Consent of Grant Thornton LLP.

23.2 Consent of PricewaterhouseCoopers LLP.

31.1 Chief Executive Officer of the Company:

23 unchanged sentences

REGIS CORPORATION

By /s/ FELIPE A.

By /s/ MATTHEW DOCTOR

Matthew Doctor,

President and Chief Executive Officer

2 unchanged sentences

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

(Principal Financial and Accounting Officer)

August 22, 2022

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.

/s/ DANIEL G.

Chairman of the Board of Directors

August 22, 2022

/s/ FELIPE A.

August 26, 2021

/s/ MICHAEL J.

August 26, 2021

/s/ VIRGINIA GAMBALE

Virginia Gambale,

/s/ LOCKIE ANDREWS

Lockie Andrews,

August 22, 2022

/s/ MATTHEW DOCTOR

Matthew Doctor,

August 22, 2022

4 unchanged sentences

August 22, 2022

/s/ MICHAEL J.

August 22, 2022

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