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Based upon this evaluation, management concluded the Company's internal control over financial reporting was effective as of June 30, 2024, based on those criteria.
−Removed: Changes in Internal Controls over Financial Reporting
+Added: Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: During the three months ended June 30, 2024, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: On August 23, 2024, the Compensation Committee of the Board of Directors approved a special cash performance bonus for Matthew Doctor, the Company’s President and Chief Executive Officer, in the amount of $532,500 in recognition of his contributions to the Company’s debt refinancing.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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Directors, Executive Officers, and Corporate Governance
−Removed: 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.
+Added: Information regarding the directors of the Company will be set forth in the section titled "Election of Directors" of the Company's 2024 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.
−Removed: 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.
+Added: Additionally, information regarding the Company's audit committee and audit committee financial expert, as well as 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 2024 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.
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Exhibit Number Description
+Added: 2.1 Portfolio Transfer Agreement (United States), dated December 30, 2019, between Regis Corp.
+Added: 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.
+Added: (Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on December 31, 2019.)
+Added: 2.2 Portfolio Transfer Agreement (Canada), dated December 30, 2019, between Regis Holdings (Canada), Ltd.
+Added: and The Beautiful Group Salons (Canada) Ltd.
+Added: (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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3.1 2023 Restated Articles of Incorporation of Regis Corporation.
−Removed: (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 8, 2020.)
+Added: (Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed on December 1, 2023.)
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.)
+Added: 3.3 Certificate of Designation of Series A Junior Participating Preferred Stock.
+Added: (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on January 30, 2024.)
4.1 Description of the Company's Securities.
+Added: 4.2 Tax Benefits Preservation Plan, dated as of January 29, 2024, between the Company and Equiniti Trust Company, LLC.
+Added: (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on January 30, 2024.)
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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(Incorporated by reference to Exhibit 10(p) to the Company's Annual Report on From 10-K filed on August 26, 2021.)
−Removed: 10.7* Form of Restricted Stock Unit Agreement (Fiscal 2021 Executive Grants).
−Removed: Incorporated by reference to Exhibit 10(q) to the Company's Annual Report on Form 10-K filed on August 26, 2021.)
10.8* Regis Corporation Amended and Restated 2004 Long Term Incentive Plan, as amended and restated effective October 22, 2013.
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(Incorporated by reference to Exhibit 10(b) of the Company's Quarterly Report on Form 10-Q filed on November 4, 2014.)
−Removed: 10.10* Form of Restricted Stock Unit Agreement (Annual Fiscal 2018 Executive Grants).
−Removed: (Incorporated by reference to Exhibit 10(v) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)
10.11* Form of Stock Appreciation Right Agreement (Annual Executive Grants).
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(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)
−Removed: 10.15 Amendment No.
−Removed: 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.
−Removed: as Administrative Agent.
−Removed: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 15, 2022.)
−Removed: 10.16* Form of Restricted Stock Unit Award (Annual Fiscal 2019 Executive Grants).
−Removed: (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)
10.17* Form of Restricted Stock Unit Agreement (Annual Fiscal 2017 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 July 3, 2019.)
−Removed: 10.24 Open Market Sale Agreement, dated February 3, 2021, between the Company and Jefferies LLC.
−Removed: (Incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 (No.
−Removed: 333-252700) filed on February 4, 2021.)
10.25* Form of Stock Option Award Agreement (Annual Executive Grants).
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(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2022.)
−Removed: 10.28* Offer Letter, dated December 22, 2021, between the Company and Jim B.
−Removed: (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2022.)
10.29* Offer Letter, Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement, dated May 4, 2022, between the Company and Matthew Doctor.
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10.33* Offer Letter, dated October 5, 2021, between the Company and John Davi.
+Added: 10.34 Financing Agreement, dated as of June 24, 2024, among the Company, the Lenders party thereto, TCW Asset Management Company LLC as administrative and collateral agent, and MidCap Financial Trust as Revolving Agent.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 25, 2024).
+Added: 10.35 Form of Warrant.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 10, 2024.)
21 List of Subsidiaries of the Company.
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Regis Corporation Mandatory Compensation Recovery Policy
101 The following financial information from Regis Corporation's Annual Report on Form 10-K for the year ended June 30, 2024, formatted in Inline Xtensible Business Reporting Language (iXBRL) and filed electronically herewith:
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(ii) the Consolidated Statements of Operations;
−Removed: (iii) the Consolidated Statements of Comprehensive Loss;
−Removed: (iv) the Consolidated Statements of Shareholders' Deficit;
+Added: (iii) the Consolidated Statements of Comprehensive Income (Loss);
+Added: (iv) the Consolidated Statements of Shareholders' Equity (Deficit);
(v) the Consolidated Statements of Cash Flows;
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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.