SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 29, 2014
(Date of earliest event reported)
SALLY BEAUTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-33145 |
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36-2257936 |
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(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
3001 Colorado Boulevard
Denton, Texas 76210
(Address of principal executive offices)
(940) 898-7500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Martha J. Miller as Director
On October 29, 2014, Martha J. Miller, a director of Sally Beauty Holdings, Inc. (the “Company”), notified the Company of her retirement from the Company’s Board of Directors (the “Board”) and from all committees of the Board upon which she serves, effective November 3, 2014. Ms. Miller’s retirement was not due to any disagreement with the Company. Ms. Miller has served on the Company’s Board since 2006 and the Company is grateful for Ms. Miller’s leadership and commitment to the success of the Company during her tenure as a director of the Company.
Appointment of New Director
On October 30, 2014, the Board appointed Susan R. Mulder to fill the vacancy resulting from the retirement of Ms. Miller, effective November 3, 2014. Ms. Mulder will serve as a director until the 2015 annual meeting of the Company’s stockholders or until her earlier resignation or removal. The Board also appointed Ms. Mulder to replace Ms. Miller as a member of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. These committee appointments are also effective November 3, 2014.
Ms. Mulder, age 43, is the Chief Executive Officer of Nic & Zoe Co., a privately-held woman’s apparel company, a role she has held since April 2012. Prior to joining Nic & Zoe Co., Ms. Mulder was a Senior Partner with McKinsey & Company where she spent 15 years working with retail and consumer clients.
Ms. Mulder will receive compensation for her service as a director in accordance with the Company’s Amended and Restated Independent Director Compensation Policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The press release announcing the retirement of Ms. Miller from, and the appointment of Ms. Mulder to, the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
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Exhibit 10.1 |
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Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy |
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Exhibit 99.1 |
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Press release announcing the retirement of Martha J. Miller from, and the appointment of Susan R. Mulder to, the Board of Directors, issued by Sally Beauty Holdings, Inc. on November 3, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 3, 2014
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SALLY BEAUTY HOLDINGS, INC. | |
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By: |
/s/ Matthew O. Haltom |
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Name: |
Matthew O. Haltom |
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Title: |
Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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Exhibit 10.1 |
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Sally Beauty Holdings, Inc. Amended and Restated Independent Director Compensation Policy |
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Exhibit 99.1 |
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Press release announcing the retirement of Martha J. Miller from, and the appointment of Susan R. Mulder to, the Board of Directors, issued by Sally Beauty Holdings, Inc. on November 3, 2014 |
Exhibit 10.1
SALLY BEAUTY HOLDINGS, INC.
AMENDED AND RESTATED
INDEPENDENT DIRECTOR COMPENSATION POLICY
The Board of Directors (the “Board”) of Sally Beauty Holdings, Inc. (the “Company”) has adopted the following compensation policy, effective as of October 1, 2014 (or upon election for new directors elected after July 25, 2014 and, in either case, the “Effective Date”), for independent directors of the Company. The compensation policy has been developed to compensate certain independent directors of the Company for their time, commitment and contributions to the Board. This policy shall apply to directors of the Company who are not Company employees (each an “Independent Director”).
CASH COMPENSATION
Retainers for Serving on the Board
Independent Directors shall be paid an annual cash retainer of $55,000, payable in advance in quarterly installments, for each calendar year of service on the Board. Cash retainers for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.
Retainers for Serving as Chairpersons
An additional annual cash retainer shall be paid to an Independent Director who serves as the Lead Independent Director or chairperson of the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. Such additional retainer shall be payable in advance in quarterly installments, in the following annualized amounts:
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Lead Independent Director |
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$ |
35,000 |
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Audit Committee |
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$ |
20,000 |
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Compensation Committee |
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$ |
16,000 |
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Nominating & Corporate Governance Committee |
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$ |
16,000 |
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Additional retainers paid to the Lead Independent Director or chairpersons for partial years of service shall be pro-rated to reflect the number of days served by an Independent Director during any such quarter.
Meeting Fees
For in-person Board or committee meetings, each Independent Director in attendance shall receive $2,000. For telephonic Board or committee meetings for which minutes are kept, each independent director in attendance shall receive $1,000.
EQUITY-BASED COMPENSATION
Annual Grants
Each Independent Director shall be granted an annual equity-based retainer award with a value at the time of issuance of approximately $100,000. Such award shall normally be made at the first Board meeting each Company fiscal year in the form of grants of restricted stock units (“RSUs”), in accordance with the Company’s Omnibus Incentive Plan then in effect (“Omnibus Plan”), and shall vest on the last day of such fiscal year. Independent Directors whose Board service begins after the start of a Company fiscal year shall receive a grant pro-rated to reflect the number of days remaining in such fiscal year.
RSUs Granted Prior to October 1, 2012
Upon vesting of RSUs granted prior to October 1, 2012, Independent Director RSUs shall be deferred into deferred stock units that shall be distributed six months after such Independent Director’s Board service terminates.
In the event an Independent Director’s Board service terminates because of death, disability or involuntary termination without Cause (as defined in the Omnibus Plan), a pro rata portion of such Independent Director’s unvested RSUs shall vest upon such termination. If an Independent Director’s Board service is terminated for any other reason than the foregoing RSUs shall be canceled upon such termination.
RSUs Granted Following October 1, 2012
With respect to RSUs granted following October 1, 2012, Independent Directors may elect, by the deadline imposed by the Compensation Committee of the Board in compliance with Section 409A of the Code, to defer delivery of the shares of common stock of the Company (“Common Stock”) that would otherwise be due on the vesting date until a later date as specified in such Independent Director’s deferral election form. The Company shall establish the rules and procedures for such payment deferrals in compliance with Section 409A of the Code and Treasury regulations and guidance with respect to such law. If an Independent Director does not make such election, he or she will receive shares of Common Stock in settlement of the RSU on the vesting date.
In the event an Independent Director’s Board service terminates because of death or disability, a pro rata portion of such Independent Director’s unvested RSUs shall vest upon such termination. If an Independent Director’s Board service is terminated for any other reason than the foregoing RSUs shall be canceled upon such termination.
TRAVEL EXPENSE REIMBURSEMENT
Each of the Independent Directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as a director. With respect to air travel, reimbursements shall be limited to the cost of first-class commercial airline tickets for the trip and date in question.
MINIMUM STOCK OWNERSHIP GUIDELINES
Each Independent Director must own shares of Common Stock in an amount equal to 5x his or her base annual cash retainer (excluding additional annual cash retainers for the Lead Independent Director and committee chairpersons and meeting fees). Independent Directors are required to achieve the applicable level of ownership within five years of becoming subject to the requirements. Until such time as the Independent Director reaches his or her equity ownership guideline, the Independent Director will be required to retain 100% of the shares of Common Stock received upon settlement of his or her restricted stock units.
Equity that Counts Toward Meeting the Guidelines:
· Shares owned directly (e.g., shares purchased in the open market, etc.)
· Shares owned indirectly (e.g., by a spouse, trust or limited partnership or any other entity)
· Shares underlying vested restricted stock units
· Shares the receipt of which have been deferred
Equity that Does Not Count Toward Meeting the Guidelines:
· Unexercised options (whether vested or unvested)
· Unvested restricted stock units
Compliance with the Guidelines:
Equity ownership guidelines for Independent Directors are determined as a multiple of his or her base annual cash retainer and then converted to a fixed number of shares based on an average of the prior fiscal year’s quarter-end closing stock prices. Independent Directors serving on the Board as of October 1, 2012 first became subject to the guidelines as of such date, which was the initial date of determination for such Independent Directors. Independent Directors becoming subject to the guidelines following October 1, 2012 will have their individual guidelines established based upon the base annual cash retainer at the time they become subject to the guidelines, which shall be the date of determination for such Independent Director. The guideline establishing the required ownership level based on a multiple of the base annual cash retainer will
be re-determined each December 1st thereafter based on the then-current annual cash retainer and an average of the prior fiscal year’s quarter-end closing stock prices. Once established each year, an Independent Director’s guideline does not change as a result of fluctuations in the market price of the Common Stock. Once achieved, ownership of the guideline amount must be maintained for as long as the Independent Director is subject to the guidelines.
The Nominating and Corporate Governance Committee of the Board will be responsible for monitoring compliance with these stock ownership guidelines.
EFFECTIVE DATE, AMENDMENT, REVISION AND TERMINATION
This policy may be amended, revised or terminated by the Compensation Committee of the Board at any time and from time-to-time.
Exhibit 99.1
Sally Beauty Holdings, Inc. Announces the Retirement of Martha J. Miller from its Board of Directors and the Appointment of Susan R. Mulder to the Board of Directors
DENTON, Texas—(BUSINESS WIRE)—Nov. 3, 2014— Sally Beauty Holdings, Inc. (NYSE: SBH) today announced the retirement of Martha J. Miller from the Board of Directors (the “Board”) of Sally Beauty Holdings, Inc., effective November 3, 2014. Ms. Miller has served on the Board since SBH became an independent public company in 2006.
“The Board sincerely thanks Martha for her contributions during her tenure with the company,” stated Gary Winterhalter, Chairman and CEO. “She played an important role in our launch as a separate public company and has provided eight years of professional insight to the Board and management team. We wish her well in her future endeavors.”
The Board also announced the appointment of Susan R. Mulder to fill the vacancy resulting from Ms. Miller’s retirement. Ms. Mulder, age 43, is the Chief Executive Officer of Nic & Zoe Co., a privately-held woman’s apparel company. Prior to joining Nic & Zoe Co., Ms. Mulder was a Senior Partner with McKinsey & Company where she spent 15 years working with retail and consumers clients.
“We are pleased to welcome Susan to the Board,” stated Gary Winterhalter, Chairman and CEO. “She brings a wealth of experience in the consumer goods and global retailing industries which will be a terrific addition to our Board. I look forward to Susan’s contributions.”
About Sally Beauty Holdings, Inc.
Sally Beauty Holdings, Inc. (NYSE: SBH) is an international specialty retailer and distributor of professional beauty supplies with revenues of $3.6 billion annually. Through the Sally Beauty Supply and Beauty Systems Group businesses, the Company sells and distributes through 4,700 stores, including approximately 200 franchised units, throughout the United States, the United Kingdom, Belgium, Chile, Peru, France, the Netherlands, Canada, Puerto Rico, Mexico, Ireland, Spain and Germany. Sally Beauty Supply stores offers up to 10,000 products for hair, skin, and nails through professional lines such as Clairol, L’Oreal, Wella and Conair, as well as an extensive selection of proprietary merchandise. Beauty Systems Group stores, branded as CosmoProf or Armstrong McCall stores, along with its outside sales consultants, sell up to 10,000 professionally branded products including Paul Mitchell, Wella, Sebastian, Goldwell, Joico, and Aquage which are targeted exclusively for professional and salon use and resale to their customers. For more information about Sally Beauty Holdings, Inc., please visit sallybeautyholdings.com.
CONTACT: Sally Beauty Holdings, Inc. Investor Relations
Karen Fugate, 940-297-3877