ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS.
On September 9, 2021, the Board of Directors of Regis Corporation (the
"Company") appointed Ms. Lockie Andrews to the Board of Directors of the
Company, effective September 10, 2021. Ms. Andrews was appointed to serve as a
member of the Technology Committee of the Board of Directors. Ms. Andrews will
stand for re-election by the Company's shareholders at the 2021 annual meeting
of shareholders. Ms. Andrews will receive the Company's standard director
compensation, which is described under the heading "How Our Directors Are Paid"
in the Company's proxy statement for its 2020 annual meeting of shareholders.
Following the 2021 annual meeting of shareholders, the number of directors
constituting the Board of Directors will be eight, as Ms. Virginia Gambale is
not standing for re-election when her term ends at the 2021 annual meeting.
Also on September 9, 2021, the Compensation Committee of the Company's Board of
Directors amended and restated the Company's Stock Purchase and Matching
Program, including the exhibits and attachments thereto (the "SPMP"). The SPMP
is the compensation program the Company first adopted in fiscal 2019 that allows
the Company's executive officers and other eligible employee participants to
contribute up to one-half of their earned annual bonus, net of normalized tax
withholding, to purchase shares of the Company's common stock and receive a
matching restricted stock unit grant. In addition to extending participation in
the SPMP to a broader group of non-executive employees, the amendments,
effective for earned annual bonuses for the fiscal year ended June 30, 2021, (i)
change the vesting period of the matching RSUs from a five-year cliff vesting
condition to three annual vesting installments equal to 20%, 20% and 60% of the
RSUs on each of the first, second and third anniversaries of the date of grant,
(ii) provide that any pro-rated accelerated vesting in the event of a qualifying
termination under the matching RSU shall apply to the RSUs scheduled to vest on
the next scheduled vesting date and shall be calculated based on (A) the number
of days the participant was employed as a percentage of (B) the total number of
days, in each case between the most recently completed and the next scheduled
vesting date, and (iii) provide for forfeiture of unvested matching RSUs in the
event of the sale of the corresponding shares purchased under the SPMP based on
a schedule aligned to the revised vesting schedule of the matching RSUs.
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