8-K

UNITED STATES
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 (Date of earliest event reported): July 11, 2012

REGIS CORPORATION

(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)

7201 Metro Boulevard
Minneapolis, MN 55439

(Address of principal executive offices and zip code)

(952) 947-7777

(Registrant’s telephone number, including area code)

(Not applicable)

(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:

oWritten 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)

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

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

Regis Corporation
Current Report on Form 8-K

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

As previously reported by Regis Corporation (the “Company”) in a news release issued on July 11, 2012, Daniel J. Hanrahan, 54, has been appointed President and Chief Executive Officer of the Company, effective August 6, 2012.  He has also been elected a member of the Board of Directors of the Company, effective August 6, 2012.  Mr. Hanrahan will hold his offices until a successor has been duly elected, or until his prior resignation or removal.

Mr. Hanrahan most recently served as President of Celebrity Cruises at Royal Caribbean Cruises Ltd. from February 2005 to July 2012, and as its President and Chief Executive Officer since September 2007.  Additional information about Mr. Hanrahan’s business experience is included in the press release attached as Exhibit 99 hereto.

The full terms of Mr. Hanrahan’s employment agreement are being finalized and will be disclosed when finalized.  However, the Company and Mr. Hanrahan have agreed to the following general terms:

·Mr. Hanrahan’s initial base salary through the period ending June 30, 2014 will be $850,000 annually.  Thereafter Mr. Hanrahan’s base salary will be subject to annual review by the Board of Directors for the Company.

·Mr. Hanrahan will be eligible for an annual incentive award equal to 125% of his then-current base salary for achievement of target performance, with an actual payout that may be less than or greater than 125% of his base salary for actual performance that is less than or greater than target, respectively.  Mr. Hanrahan has been guaranteed an award payout equal to 125% of his base salary for the Company’s fiscal year ending June 30, 2013.

·Mr. Hanrahan will be entitled to participate in the Company’s long-term equity incentive program.  For the Company’s fiscal year ending June 30, 2013, he will receive equity awards with a targeted value of $2,250,000, which is anticipated to consist of 20% restricted stock units, 40% performance share awards and 40% stock appreciation rights, consistent with the Company’s equity compensation program for senior executives.

·In addition to his participation in the Company’s long-term equity incentive program, Mr. Hanrahan will receive two special equity awards upon his commencement of employment.  The first grant will consist of restricted stock having a value equal to $2,016,500 that will vest in full at the end of five years.  The second grant will consist of 20,000 restricted stock units that will vest if the Company’s stock trades above $35 for 20 consecutive trading days at some time during the five year period beginning with his commencement of employment.

·Mr. Hanrahan will be entitled to severance if he is terminated without cause or if he terminates for good reason.  If he is terminated during the first three years of his employment, he will receive severance for the balance of that initial three year term, with a minimum of one year, or, if earlier, until he commences other employment.  Thereafter, he will be entitled to severance for one year or, if earlier, until he commences other employment.

·Mr. Hanrahan will participate in the Company’s other benefit programs generally available to the Company’s senior executives.

·The Company will provide certain relocation benefits to Mr. Hanrahan, including a payment equal to one-half of any loss he experiences on the sale of his current residence, up to a maximum of $100,000.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NUMBER
99	Regis Corporation News Release dated July 11, 2012

2

SIGNATURE

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: July 17, 2012	By:	/s/ Eric Bakken
		Name: Eric Bakken, Title: Secretary

EXHIBIT INDEX

EXHIBIT NUMBER
99	Regis Corporation News Release dated July 11, 2012

3

EX-99

Exhibit 99

CONTACT: REGIS CORPORATION:
	Mark Fosland – SVP, Finance and Investor Relations
	952-806-1707
	Andy Larew – Director, Finance-Investor Relations
	952-806-1425

For Immediate Release

REGIS NAMES DAN HANRAHAN NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER

–Experienced Leader of Consumer Brands to Join from Royal Caribbean Cruises–

MINNEAPOLIS — July 11, 2012 — Regis Corporation (NYSE:RGS - News) (“Regis”), the global leader in the $160 billion hair care industry, announced today that Daniel Hanrahan, 54, has been named President and Chief Executive Officer, effective August 6, 2012. Mr. Hanrahan will also become a member of the Regis Board of Directors on that date.

Mr. Hanrahan joins Regis from Royal Caribbean Cruises, where he was most recently President and Chief Executive Officer of Celebrity Cruises.  Mr. Hanrahan was responsible for managing all aspects of the Celebrity Cruise brand. Mr. Hanrahan re-invigorated the customer experience and culture at Celebrity Cruises while overseeing the development and implementation of the company’s growth strategy.

“Dan is a proven, results-oriented leader who understands the value of the customer experience and will be a great asset to Regis,” said Joel Conner, Chairman of the Board. “With his operational background and extensive experience across a wide spectrum of consumer-facing brands, Dan is the ideal candidate to drive Regis’ comprehensive strategy to improve the salon experience and enhance value for our shareholders.”

“I am pleased to be joining Regis during this exciting time in its history, and plan to continue leveraging our deep expertise to further our strategic goal of enhancing the overall salon experience in order to drive customer retention and same-store sales while continuing to focus on improving profitability,” said Mr. Hanrahan. “Regis has a market leading position in the hair care industry and the opportunity to provide our customers with an outstanding experience.  I look forward to working with the Board, management team, and Regis’ highly talented employees to improve our business for the benefit of our customers, to provide growth opportunities for our employees and to significantly enhance value for our shareholders.”

Mr. Hanrahan most recently led Celebrity Cruises, where he acted as President and Chief Executive Officer since 2005.  During his tenure, Mr. Hanrahan distinguished himself by his strong focus on the customer experience and completing the strategic repositioning of Celebrity Cruises.  From 1999 to 2005, Mr. Hanrahan was SVP, Marketing and Sales for Royal Caribbean International, where he directed the development and execution of all marketing, e-business and sales strategies regarding the vacation experience.  Before that, he spent two years at Polaroid

Corporation and nine years at Reebok International Ltd., where he held a variety of senior executive positions, including developing and executing Reebok’s Sports Marketing strategies.  Mr. Hanrahan also spent four years at Nestle Food Corporation, where he managed the development of the marketing, sales and promotion strategy for the Northeast zone.  Hanrahan was named Travel Executive of the Year for 2006 by Travel Trade magazine and the American Society of Travel Agents.

About Regis Corporation

Regis Corporation (NYSE:RGS - News) is the beauty industry’s global leader in beauty salons, hair restoration centers and cosmetology education. As of March 31, 2012, the Company owned, franchised or held ownership interests in approximately 12,700 worldwide locations. Regis’ corporate and franchised locations operate under concepts such as Supercuts, Sassoon Salon, Regis Salons, MasterCuts, SmartStyle, Cost Cutters, Cool Cuts 4 Kids and Hair Club for Men and Women. In addition, Regis maintains an ownership interest in Provalliance, which operates salons primarily in Europe, under the brands of Jean Louis David, Franck Provost and Saint Algue. Regis also maintains ownership interests in Empire Education Group in the U.S. and the MY Style concepts in Japan. System-wide, these and other concepts are located in the U.S. and in over 30 other countries in North America, South America, Europe, Africa and Asia. For additional information about the company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com. To join Regis Corporation’s email alert list, click on this link:
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