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Item 9A. Controls and Procedures

2023-08-23 compared with 2022-08-23 · 29 added, 33 removed, 143 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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 SEC'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.

Management, with the participation of the CEO and CFO, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), at the end of the period.

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Under the supervision and with the participation of our management, including the CEO and the CFO, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023 using the criteria established in "Internal Control-Integrated Framework" (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon this evaluation, management concluded the Company's internal controls over financial reporting were effective as of June 30, 2022 based on those criteria.

The effectiveness of the Company's internal control over financial reporting as of June 30, 2022 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report, which appears in Item 8.

Based upon this evaluation, management concluded the Company's internal control over financial reporting was effective as of June 30, 2023 based on those criteria.

Changes in Internal Controls over Financial Reporting

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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 this 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.

Information regarding the directors of the Company will be set forth in the sections titled "Election of Directors" of the Company's 2023 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 of the Registrant" in Item 1 of this Annual Report on this 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 under the heading titled "Communications with the Board" of the Company's 2023 Proxy Statement and are incorporated herein by reference.

The Company has adopted a code of ethics, known as the Code of Business Conduct & Ethics that applies to all employees, including the Company's chief executive officer, chief financial officer, directors and executive officers.

The Code of Business Conduct & Ethics is available on the Company's website at www.regiscorp.com , under the heading "Corporate Governance - Policies and Disclosures" (within the "Investor Relations" section).

The Code of Business Conduct & Ethics is available on the Company's website at www.regiscorp.com , under the heading "Corporate Governance - Policies & Disclosures" (within the "Investor Relations" section).

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.

1 unchanged sentence

Executive Compensation

Information about executive and director compensation will be set forth in the sections titled "Executive Compensation," "How Our Directors Are Paid," "Fiscal 2022 Director Compensation Table," and "CEO Pay Ratio" of the Company's 2022 Proxy Statement and is incorporated herein by reference.

Information about executive and director compensation will be set forth in the sections titled "Executive Compensation," "How Our Directors Are Paid," and "Fiscal 2023 Director Compensation Table" of the Company's 2023 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

4 unchanged sentences

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.

A description of the fees paid to the independent registered public accounting firm will be set forth in the section titled "Ratification of Appointment of Independent Registered Public Accounting Firm" of the Company's 2023 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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Exhibit Number Description

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.)

2.2 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.)

2.1 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.

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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.)

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

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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 .

(Incorporated 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.)

10.5* 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.)

10.6* 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.)

(Incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed on August 23, 2022).

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

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

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.)

10.14* Amended and Restated Senior Executive Severance Policy, dated September 1, 2022.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)

10.15 Amendment No.

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

(Incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K filed on August 23, 2022).

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

(Incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K filed on August 23, 2022).

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

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

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

(Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)

10.31* Form of Employee Stock Option Agreement (Annual Executive Grants).

Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)

10.32* Form of Non-Employee Director Stock Option Agreement (Annual Non-Employee Director Grants).

(Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)

10.33* Offer Letter, dated October 5, 2021, between the Company and John Davi.

21 List of Subsidiaries of the Company.

8 unchanged sentences

(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.

(ii) the Consolidated Statements of Operations;

(iii) the Consolidated Statements of Comprehensive Loss;

(iv) the Consolidated Statements of Shareholders' Deficit;

(v) the Consolidated Statements of Cash Flows;

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

101.INS XBRL Instance Document

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August 23, 2023

/s/ NANCY BENACCI

Nancy Benacci,

August 23, 2023

/s/ MATTHEW DOCTOR

10 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