rgs-20210615

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2021

(Exact name of registrant as specified in its charter)

Minnesota

1-12725

41-0749934

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No)

3701 Wayzata Boulevard

Minneapolis, MN 55416

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.05 per share

RGS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Current Report on Form 8-K

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.

James A. Townsend has provided notice to Regis Corporation (the “Company”) that, effective as of June 30, 2021, Mr. Townsend will be resigning from his position as Executive Vice President and Chief Marketing Officer of the Company and will be relocating his family to the U.K. for personal reasons. The Company and Mr. Townsend have agreed to enter into a consulting arrangement pursuant to which Mr. Townsend will provide consulting services to the Company through June 30, 2022 to facilitate a smooth transition of his responsibilities, and, in exchange for those consulting services, the Company will provide payments to Mr. Townsend totaling $250,000 over the term of such arrangement. In addition, the Company will provide Mr. Townsend with benefits continuation coverage for a period of two months following his resignation and he will remain eligible to receive his annual bonus for fiscal 2021, to the extent earned, to be paid at the same time as bonus payments to the Company’s other executive officers.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	REGIS CORPORATION


Dated: June 15, 2021	By:	/s/ Amanda P. Rusin
		Amanda P. Rusin
		Executive Vice President, General Counsel and Corporate Secretary