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): January 22, 2026

 

 

SALLY BEAUTY HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			1-33145	36-2257936
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7900 Windrose Avenue
Plano, Texas				75024
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 777-5706

 

3001 Colorado Boulevard

Denton, Texas 76210

(Former Name or Former Address, if Changed Since 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:

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, $0.01 par value		SBH		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. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 22, 2026, Sally Beauty Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). There were 98,266,491 shares of the Company’s common stock entitled to vote at the Annual Meeting, and each share of common stock was entitled to one vote. The holders of 89,239,188 shares of common stock were present at the Annual Meeting, either in person or by proxy, constituting a quorum.

At the Annual Meeting, the Company’s stockholders acted upon the following matters:

(i)	the election of ten directors to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders;

(ii)	the approval of an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation; and

(iii)	the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

The voting results reported below are final.

Proposal 1 – Election of Directors

Each of the individuals listed below was duly elected as a director of the Company to serve until the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the election were as follows:

Nominee		For		Against		Abstain		Broker Non-Votes
Rachel R. Bishop		84,358,928		501,327		27,001		4,351,932
Jeffrey Boyer		84,625,299		255,268		6,689		4,351,932
Diana S. Ferguson (Board Chair)		83,847,242		1,035,045		4,969		4,351,932
Dorlisa K. Flur		83,940,185		803,648		143,423		4,351,932
James M. Head		84,372,880		393,057		121,319		4,351,932
Lawrence “Chip” Molloy		84,264,489		616,083		6,684		4,351,932
Erin Nealy Cox		84,043,727		838,448		5,081		4,351,932
Denise Paulonis		84,437,875		329,193		120,188		4,351,932
Debra Perelman		79,199,946		5,660,465		26,845		4,351,932
Max Rangel		84,721,210		159,461		6,585		4,351,932

 

 

Proposal 2 – Approval of Non-Binding Resolution Regarding Executive Officer Compensation

The compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, was approved on an advisory (non-binding) basis. The results of the advisory vote were as follows:

For		Against		Abstain		Broker Non-Votes
75,355,571		9,292,917		238,768		4,351,932

Proposal 3 – Ratification of Selection of Auditors

The Board of Directors’ selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified. The results of the ratification were as follows:

For				Against				Abstain
86,845,312				2,383,449				10,427

 

 

 

SIGNATURES

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 hereunto duly authorized.

			SALLY BEAUTY HOLDINGS, INC.
Date:	January 26, 2026	By:	/s/ Denise Paulonis
			Name: Denise Paulonis Title: President and Chief Executive Officer