What changed in this filing

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Item 1. Business

2023-08-23 compared with 2022-08-23 · 102 added, 116 removed, 213 unchanged (51% of the section changed)

Regis Corporation franchises and owns hairstyling and hair care salons.

Regis Corporation franchises and owns hair care salons.

The Company is listed on the NYSE under the ticker symbol "RGS." Unless the context otherwise provides, when we refer to the "Company," "we," "our," or "us," we are referring to Regis Corporation, the Registrant, together with its subsidiaries.

As of June 30, 2022, the Company franchised, owned or held ownership interests in 5,576 locations worldwide.

The Company's locations consist of 5,395 franchised salons, 105 company-owned salons, and 76 locations in which we maintain a non-controlling ownership interest.

As of June 30, 2023, the Company franchised or owned 4,863 locations, primarily in North America.

The Company's locations consist of 4,795 franchised salons and 68 company-owned salons.

Each of the Company's salon concepts generally offer similar salon products and services.

The major services supplied by the salons are haircutting and styling (including shampooing and conditioning), hair coloring and other services.

The major services supplied by the salons are haircutting and styling (including shampooing and conditioning) and hair coloring.

Salons also sell a variety of hair care and other beauty products.

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Financial information about our segments and geographic areas for fiscal years 2023, 2022 and 2021 are included in Note 15 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

We have substantially completed our multi-year transformation to an asset-light fully-franchised business.

As of June 30, 2023, 98.6% of our salons are owned by franchisees.

The remaining 105 company-owned salons will be sold or closed when the leases expire.

The remaining 68 company-owned salons will be sold or closed when the related leases expire or terminate.

Industry Overview:

The hair salon market is highly fragmented, with the vast majority of locations independently-owned and operated.

However, the influence of salon chains, both franchised and corporate-owned, continues to grow within this market.

Management believes salon chains will continue to have significant influence on this market and will continue to increase their presence due to name recognition and benefits that come with scale.

In nearly every area in which the Company has a salon, there are competitors offering similar hair care services and products at similar prices.

The Company faces competition from chains, such as Great Clips, Fantastic Sams, Sport Clips and Ulta Beauty, independently-owned salons, department store salons located within malls, in-home hair services, booth rentals and blow dry bars.

The Company faces competition from chains, such as Great Clips, Fantastic Sams, Sport Clips and Ulta Beauty, independently-owned salons, in-home hair services, booth rentals and blow dry bars.

The Company also faces competition from other franchise organizations outside of the hair salon industry in attracting new franchisees.

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The Company continually strives to improve its performance in each of these areas and to create additional points of brand differentiation versus the competition.

Table of Conte n t s

Salon Franchising Program:

We have various franchise support functions our 5,395 franchised salons as of June 30, 2022, consisting mainly of Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters and Roosters salons.

We provide our franchisees with a comprehensive system of business training, stylist education, site approval, professional marketing, promotion, and advertising programs, and other forms of ongoing support designed to help franchisees build successful businesses.

Historically, we have signed the salon lease and then subleased the space to our franchisees.

However, moving forward, for all new locations and some lease renewals, franchisees will seek to sign the salon leases directly with the landlords;

however, there may be cases where we decide to stay on the lease.

However, moving forward, for new locations and some lease renewals, we will seek for franchisees to sign the salon leases directly with the landlords.

We have the right to approve salon leases.

The Company's salons range from 500 to 5,000 square feet, with the typical salon approximating 1,200 square feet.

Standards of Operations.

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The Company's field personnel make periodic visits to franchised salons to ensure they are operating in conformity with the standards for each franchising program.

All of the rights afforded to the Company with regard to franchised operations allow the Company to protect its brands, but do not allow the Company to control day-to-day franchise operations or make decisions that have a significant impact on the success of the franchised salons.

All the rights afforded to the Company with regard to franchised operations allow the Company to protect its brands, but do not allow the Company to control day-to-day franchise operations or make decisions that have a significant impact on the success of the franchised salons.

The Company's franchise agreements do not give the Company any right, ability or potential to determine or otherwise influence any terms and/or conditions of employment of franchisees' employees (except for those, if any, that are specifically related to quality of service, training, salon design, decor and trademark usage), including, but not limited to, franchisees' employees' wages and benefits, hours of work, scheduling, leave programs, seniority rights, promotional or transfer opportunities, layoff/recall arrangements, grievance and dispute resolution procedures, and/or discipline and discharge.

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New franchisees enter into a franchise agreement concurrent with the opening of their first store, along with a development agreement with the right to open two additional locations.

Table of Conte n t s

Franchisee Training.

The Company provides new franchisees with training, focusing on the various aspects of salon management, including:

operations, management training, marketing fundamentals and controls.

The Company provides new franchisees with training, focusing on the various aspects of salon management, including operations, management training, marketing fundamentals and controls.

Existing franchisees receive training, counseling and information from the Company on a regular basis.

The Company provides franchisee salon managers and stylists with access to technical training resources.

The Company provides franchise salon managers and stylists with access to technical training resources.

Among other factors, consistent delivery of an exceptional guest experience, haircut quality, convenience, competitive pricing, salon location, inviting salon appearance and atmosphere, comprehensive retail assortments, and engagement through technology all drive guest traffic and improve guest retention.

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Our franchise salons are located in high-traffic strip centers and Walmart Supercenters, with guest parking and easy access, and are generally open seven days per week to offer guests a variety of convenient ways to fulfill their beauty needs.

Our Company depends on the stylists in our system to help deliver great guest experiences.

We believe in the importance of the ongoing development of stylists' craft.

We aim to be an industry leader in stylist training, including the utilization of both live and digital training.

We believe stylists deliver a superior experience for guests when they are well-trained technically and through years of experience.

We employ trainers who provide new hire training for stylists joining the Company and train franchisee trainers.

We supplement internal training with targeted vendor training and external trainers that bring specialized expertise to stylists in our system.

We utilize training materials to help all levels of field employees navigate the operation of a salon and essential elements of guest service training within the context of brand positions.

Affordability.

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Our franchisees control all pricing at their locations.

Salon Safety, Appearance and Atmosphere.

Guest and stylist safety is our first priority and became even more important by the novel strain of coronavirus and all related variants (COVID-19).

We have invested heavily in safety and personal protective equipment and training employees on safety measures.

Our salon repairs and maintenance program is designed to ensure we invest in salon cleanliness and safety, as well as in maintaining the normal operation of our company-owned salons.

The Company's salons range from 500 to 5,000 square feet, with the typical salon approximating 1,200 square feet.

Retail Assortments.

Salons sell nationally recognized hair care and beauty products, as well as an assortment of corporate-owned brand products.

Salons sell nationally recognized hair care and beauty products, as well as an assortment of company-owned brand products.

Stylists are compensated and regularly trained to sell hair care and beauty products to their guests.

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We also distribute our Designline brand through distribution channels, including Amazon.com and Walmart.com.

In fiscal year 2022, we sold our proprietary back-office salon management system, Opensalon ® Pro to a third party, Zenoti.

See Note 3 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

We expect all of our salons will transition to the Zenoti salon management system in fiscal year 2023.

We also use mobile applications to allow guests to view wait times and interact in other ways with salons.

Our marketing is brand specific and funded primarily from contractual contributions, based on sales, to the brand's cooperative advertising funds.

These funds are used largely in support of advertising and other efforts to increase guest traffic to our salons, grow online booking usage, and improve overall awareness of and affinity for our brands.

A portion of our marketing funds are used in support of stylist recruitment to grow the number of active stylists in our system.

Our Company depends on its stylists to help deliver great guest experiences.

We believe in the importance of the ongoing development of our stylists' craft.

We aim to be an industry leader in stylist training, including the utilization of both live and digital training.

Our stylists deliver a superior experience for our guests when they are well-trained technically and through years of experience.

We employ trainers who provide new hire training for stylists joining the Company and train franchisee trainers.

We supplement internal training with targeted vendor training and external trainers that bring specialized expertise to our stylists.

We utilize training materials to help all levels of field employees navigate the operation of a salon and essential elements of guest service training within the context of brand positions.

A portion of our marketing funds are used in support of stylist recruitment and training to grow the number of active stylists in our system.

In fiscal year 2022, we sold our proprietary back-office salon management system, Opensalon ® Pro to a third party, Soham Inc.

See Note 3 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

We expect all our salons will transition to the Zenoti salon technology platform.

We also use mobile applications to allow guests to view wait times and interact in other ways with salons.

Salon Support.

Our corporate headquarters is referred to as Salon Support.

We take a service-oriented mentality to best support our franchisees and stylists in an effort to ensure guest satisfaction by helping our franchisees drive their business, as well as overseeing our company-owned operations.

Organization.

We take a service-oriented mentality to best support our franchisees and oversee our remaining company-owned locations.

Salon Support and our associated priorities are aligned with our brands to enhance the effectiveness and efficiency of the service we provide.

Simplification.

Our ongoing simplification efforts focus on aligning our cost structure with our transition to an asset-light franchise model and improving the way we plan and execute across our portfolio of brands.

In fiscal year 2022 and 2021, we completed a corporate reorganization based on a zero-based budgeting philosophy to ensure each employee was performing the "right work," each team was the "right size" based on resources and priorities and overall, we have the "right structure" to succeed as a company.

This exercise reduced Salon Support headcount in fiscal year 2022 and 2021.

Salon Support is primarily located in Minneapolis, Minnesota while allowing for hybrid and remote work.

Table of Conte n t s

Salon Concepts:

The Company's salon concepts focus on providing high-quality hair care services and professional hair care products.

A description of the Company's salon concepts is listed below:

Supercuts salons provide consistent, high-quality hair care services and professional hair care products to its guests at convenient times and locations at value prices.

Descriptions of the Company's salon concepts are listed below:

Supercuts salons provide consistent, high-quality hair care services and professional hair care products to guests at convenient times and locations at value prices.

This concept appeals to men, women, and children.

The Company has 2,264 franchised and 18 company-owned Supercuts locations throughout North America.

The Company has 2,082 franchised and seven company-owned Supercuts locations throughout North America.

SmartStyle/Cost Cutters in Walmart stores.

SmartStyle and Cost Cutters salons offer a full range of custom styling, cutting, and hair coloring, as well as professional hair care products and are currently located exclusively in Walmart Supercenters.

SmartStyle and Cost Cutters salons offer a full range of custom styling, cutting, and hair coloring, as well as professional hair care products and are currently located in Walmart Supercenters.

This concept has primarily a "walk-in" guest base with value pricing.

The Company has 1,646 franchised and 49 company-owned SmartStyle and Cost Cutters salons located in Walmart Supercenter locations throughout North American.

The Company has 1,388 franchised and 48 company-owned SmartStyle and Cost Cutters salons located in Walmart Supercenter locations throughout North America.

Portfolio Brands.

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International Salons.

International salons are locations operating in the United Kingdom, primarily under the Supercuts and Regis concept.

International salons are locations operating in the United Kingdom, primarily under the Supercuts and Regis concepts.

These salons offer similar levels of service as our North American salons.

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The Company has 102 franchised international locations.

The tables on the following pages set forth the number of system-wide locations (franchised and company-owned) and activity within the various salon concepts.

The tables below set forth the number of system-wide locations (Franchised and Company-owned) and activity within the various salon concepts.

System-wide location counts

2023 2022 2021

FRANCHISE SALONS:

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as a percent of total Franchise and Company-owned salons 1.4 % 1.9 % 4.7 %

OWNERSHIP INTEREST LOCATIONS:

Equity ownership interest locations 76 78

Grand Total, System-wide 5,576 5,917

Total Franchise and Company-owned salons 4,863 5,500 5,839

Table of Conte n t s

Constructed locations (net relocations)

2023 2022 2021

FRANCHISE SALONS:

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Closed locations

2023 2022 2021

FRANCHISE SALONS:

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Total Company-owned salons (37) (61) (613)

Table of Conte n t s

Conversions (including net franchisee transactions) (2)

2023 2022 2021

FRANCHISE SALONS:

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During fiscal years 2023, 2022 and 2021, the Company sold 1, 110 and 748 salon locations, respectively, to franchisees.

Table of Conte n t s

Affiliated Ownership Interest:

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(EEG), which is accounted for as an equity method investment.

See Note 1 to the Consolidated Financial Statements in Part II, Item 8, of this Form 10-K.

EEG operates accredited cosmetology schools.

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Corporate Trademarks:

The Company holds numerous trademarks, both in the United States.

and in many foreign countries.

The Company holds numerous trademarks, both in the United States and in many foreign countries.

The most recognized trademarks are "SmartStyle ® ," "Supercuts ® ," "Regis Salons ® ," "Cost Cutters ® ," "First Choice Haircutters ® ," "Roosters ® " and "Magicuts ® ."

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To help reinforce our values and incorporate them into everything we do, we have a values committee comprised of cultural ambassadors who serve as the voice of employees and help ensure a best-in-class employee experience.

As of June 30, 2022, the Company employed approximately 630 employees;

122 of whom were corporate employees serving the Company's headquarters in Minnesota, 10 of whom served at its product engineering headquarters in California, 52 of whom provided artistic education to its hair care salons, and the remainder of whom served as field employees or at its company-owned salons.

As of June 30, 2023, the Company employed 435 employees.

The Company offers flexible work arrangements such as hybrid and remote work.

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The Company promotes diversity of thoughts, backgrounds, experiences, and ideas.

As of June 30, 2022, racial minorities comprise over 32% of the Company's U.S.

workforce, which is summarized below.

• 12% Hispanic or Latinx

• 6% Black or African American

• 1% American Indian or Alaska Native

• 1% Native Hawaiian

• 3% Two or more races

Also, 85% of the Company's entire workforce are women and 15% are men.

As of June 30, 2023, 86% of the Company's entire workforce are women and 14% are men.

Additionally, 68% of the Company's leadership positions are held by women.

Table of Conte n t s

Families First

One hundred years ago, the Company began as a family business and its support of families continues today.

Over one hundred years ago, the Company began as a family business and its support of families continues today.

It offers up to 16 weeks of parental leave, including adoption, up to 12 of which are paid, so that parents have time to focus on their newest family members.

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Continuous employee development and engagement are essential to creating a high-performance culture.

In fiscal year 2022, we increased our investment in learning and development.

In fiscal years 2023 and 2022, we increased our investment in learning and development.

In addition to the resources available on our internal Learning Hub, we launched our Beauty of Series , which consists of interactive sessions designed to help our employees unleash their potential.

This series included the following topics.

The Beauty of Being Remarkable, where employees learned the importance of self-promotion in both their personal and professional lives.

The Beauty of Wellness, which was designed to help employees manage stress more effectively and create healthy habits and coping skills.

And The Beauty of Being Tech-Enabled, where panelists discussed how technology fueled and disrupted their industries.

We survey our employees to provide them with an opportunity to share anonymous feedback with management in a variety of areas, including support from leadership, communication and collaboration, growth and career opportunities, available resources, and recognition.

We surveyed our employees to provide them with an opportunity to share anonymous feedback with management in a variety of areas, including support from leadership, communication and collaboration, growth and career opportunities, available resources, and recognition.

Leaders reviewed the results to determine opportunities and develop action plans for their teams to improve engagement and the overall employee experience.

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The Company also specifically condemns human trafficking and abuse of child labor.

Executive Officers of the Registrant:

Information relating to the Executive Officers of the Company follows:

Name Age Position

John Davi 44 Executive Vice President, Chief Digital Officer

Matthew Doctor 35 President and Chief Executive Officer

Michael Ferranti 39 Executive Vice President, Chief People Officer

Jim Lain 58 Executive Vice President, Chief Operating Officer

James Suarez 47 Senior Vice President, Merchandising and Education

Andra Terrell 51 Senior Vice President, General Counsel and Corporate Secretary

Kersten Zupfer 47 Executive Vice President, Chief Financial Officer

John Davi was appointed to Executive Vice President and Chief Technology Officer in October 2021, and Executive Vice President and Chief Digital Officer in July 2022.

Prior to joining the Company, he served as Chief Product Officer for BriteCore, Senior Vice President of Product at MINDBODY, Inc, founding Vice President of Product for Diffbot, and Head of Engineering for Cisco Systems' Media Solutions Group.

Matthew Doctor was appointed to President and Chief Executive Officer in May 2022, after holding such position on an interim basis since December 2021.

Previously, he served as Executive Vice President and Chief Strategy Officer since February 2021.

Prior to joining the Company, he was Chief Financial Officer of Kava Restaurants LLC, a Tim Horton's franchisee.

Earlier in his career, Mr.

Doctor worked in business development at Restaurant Brands International and was in investment banking with J.P.

Michael Ferranti was appointed to Executive Vice President and Chief People Officer in December 2021.

Previously, he served as Senior Vice President, People and Culture since March 2021.

Before joining the Company, Mr.

Ferranti served as Head of M&A and Franchising for Subway Restaurants U.S.

and Canada on their Development team.

Prior to Subway Restaurants, Mr.

Ferranti held a variety of senior leadership roles with Le Pain Quotidien, KraftHeinz and Restaurant Brands International.

Jim Lain was appointed to Executive Vice President and Chief Operating Officer in December 2021.

Previously, he served as President of Portfolio Brands since December 2020, President of SmartStyle since June 2021, and Executive Vice President and Chief Operating Officer since November 2013.

Before joining the Company, Mr.

Lain served as Vice President at Gap, Inc.

from August 2006 to November 2013.

James Suarez was appointed to Senior Vice President, Merchandising and Education in February 2022.

Prior to his promotion to Senior Vice President, Merchandising and Education, Mr.

Suarez had 25 years of combined salon operations and education experience at the Company.

Andra Terrell was appointed to Senior Vice President, General Counsel and Corporate Secretary in February 2022.

Prior to joining the Company, she served as Deputy General Counsel and Assistant Secretary of Cajun Operating Company for the Church's Chicken and Texas Chicken brands.

Terrell also served as Assistant General Counsel - Franchise for Luxottica Retail, Assistant General Counsel for General Nutrition Centers Inc., Franchise Counsel for Precision Tune Auto Care, Inc.

and General Counsel of Decorating Den Systems, Inc.

Kersten Zupfer was appointed to Executive Vice President and Chief Financial Officer in November 2019.

For more than 13 years before her promotion to Chief Financial Officer, Ms.

Zupfer served in accounting and finance roles of increasing leadership at the Company.

Zupfer served as Senior Vice President and Chief Accounting Officer since November 2017, prior to which she served as Vice President, Corporate Controller and Chief Accounting Officer since December 2014.

Table of Conte n t s

Governmental Regulations:

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At the end of fiscal year 2020, the majority of state and local governments where we operate temporarily mandated the closure of our salons in response to the COVID-19 global pandemic.

These pandemic related government-mandated closures continued into fiscal year 2021 and even into fiscal year 2022 in parts of Canada.

These pandemic related government-mandated closures continued into fiscal year 2021 and into fiscal year 2022 in parts of Canada.

We monitor state and local regulations carefully to ensure the safety of our stylists and guests.

In the United States, the Company's franchise operations are subject to the Federal Trade Commission's Trade Regulation Rule on Franchising (the FTC Rule) and by state laws and administrative regulations that regulate various aspects of franchise operations and sales.

In the United States, the Company's franchise operations are subject to the Federal Trade Commission's Trade Regulation Rule on Franchising (the FTC Rule) and to state laws and administrative regulations that regulate various aspects of franchise operations and sales.

The Company's franchises are offered to franchisees by means of a disclosure document containing specified disclosures in accordance with the FTC Rule and the laws and regulations of certain states.

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The provincial franchise laws and regulations primarily focus on disclosure requirements, although each requires certain relationship requirements, such as a duty of fair dealing and the right of franchisees to associate and organize with other franchisees.

The Company believes it is operating in substantial compliance with applicable laws and regulations governing all of its operations.

The Company believes it is operating in substantial compliance with applicable laws and regulations governing all its operations.

The Company maintains an ownership interest in Empire Education Group, Inc.

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In 2020, the Company signed an agreement to sell our ownership interest in EEG to the other owner.

The transaction is expected to close after receipt of state ownership transfer approvals.

The transaction is subject to state ownership transfer approvals.

Financial Information about Foreign and North American Operations

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The Company therefore files periodic reports, proxy statements and other information with the Securities and Exchange Commission (SEC).

Such reports may be obtained by visiting the Public Reference Room of the SEC at 100 F Street NE, Washington, DC 20549, or by calling the SEC at 1-800-SEC-0330.

All of our reports, proxy and information statements and other information are available on the SEC's internet site ( www.sec.gov ).

All our reports, proxy and information statements and other information are available on the SEC's internet site ( www.sec.gov ).

Financial and other information can be accessed in the Investor Relations section of the Company's website at www.regiscorp.com .

The Company makes available, free of charge, copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Table of Conte n t s

Executive Officers of the Registrant:

Information relating to the Executive Officers of the Company follows:

Name Age Position

John Davi 45 Executive Vice President, Chief Digital Officer

Michelle DeVore 39 Senior Vice President, Marketing

Matthew Doctor 36 President and Chief Executive Officer

Michael Ferranti 40 Executive Vice President, Chief People Officer

Jim Lain 59 Executive Vice President, Chief Operating Officer

James Suarez 48 Senior Vice President, Merchandising and Education

Kersten Zupfer 48 Executive Vice President, Chief Financial Officer

John Davi was appointed to Executive Vice President and Chief Digital Officer in July 2022.

Previously, he served as Executive Vice President and Chief Technology Officer from October 2021 to July 2022.

Prior to joining the Company, Mr.

Davi served as an advisor at Apostrophe, a wellness and fitness services company, from July 2012 to October 2021, as Chief Product Officer for BriteCore, a cloud-based insurance solution for personal and commercial insurance providers, from November 2019 to November 2020, Senior Vice President of Product at MINDBODY, Inc, a wellness and fitness services company, from February 2018 to September 2019, founding Vice President of Product for Diffbot, and Head of Engineering for Cisco Systems' Media Solutions Group.

Michelle DeVore was appointed to Senior Vice President, Marketing in August 2022.

Prior to joining the Company, Ms.

DeVore was Vice President, Customer Experience at European Wax Center, a chain of hair removal salons, from November 2019 to August 2022.

Prior to European Wax Center, Ms.

DeVore served as consultant at StudioMDV, LLC, an advertising services company, from March 2019 to August 2022, as Vice President E-commerce Marketing at Aerus LLC, an air and surface purification manufacturer, from October 2017 to March 2019, and she directed digital transformation and growth in a variety of roles and as a consultant focused on brand strategy, digital innovation and e-commerce.

Matthew Doctor was appointed to President and Chief Executive Officer in May 2022, after holding such position on an interim basis since December 2021.

Previously, he served as Executive Vice President and Chief Strategy Officer from February 2021 to December 2021, and as a consultant to the Company from December 2020 to February 2021.

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.

Earlier in his career, Mr.

Doctor worked in business development at Restaurant Brands International and was in investment banking with J.P.

Michael Ferranti was appointed to Executive Vice President and Chief People Officer in December 2021.

Previously, he served as Senior Vice President, People and Culture from March 2021 to December 2021.

Before joining the Company, Mr.

Ferranti served as Head of M&A and Franchising for Subway Restaurants U.S.

and Canada, a restaurant brand, from September 2020 to March 2021.

Prior to Subway Restaurants, Mr.

Ferranti served as Global Head of Development, HR, IT - Chief Administrative Officer of Le Pain Quotidien, a chain of bakery restaurants, from October 2018 to November 2019, and held a variety of leadership roles with KraftHeinz and Restaurant Brands International previous to that.

Jim Lain was appointed to Executive Vice President and Chief Operating Officer in December 2021.

Previously, he served as President of SmartStyle from June 2021 to December 2021 and President of Portfolio Brands from December 2020 to June 2021.

Lain served as a consultant to the Company from July 2020 to December 2020 and as Executive Vice President and Chief Operating Officer from November 2013 to July 2020.

Before joining the Company, Mr.

Lain served as Vice President at Gap, Inc.

from August 2006 to November 2013.

James Suarez was appointed to Senior Vice President, Merchandising and Education in February 2022.

Prior to his promotion to Senior Vice President, Merchandising and Education, Mr.

Suarez had 25 years of combined salon operations and education experience at the Company, including as Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017, and he also holds a seat on the board of directors of Empire Education Group, Inc.

Kersten Zupfer was appointed to Executive Vice President and Chief Financial Officer in November 2019.

For more than 13 years before her promotion to Chief Financial Officer, Ms.

Zupfer served in accounting and finance roles of increasing leadership at the Company.

Zupfer served as Senior Vice President and Chief Accounting Officer from November 2017 to November 2019, prior to which she served as Vice President, Corporate Controller and Chief Accounting Officer from December 2014 to November 2017.

Table of Conte n t s

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 1. Business