Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2021, the Board of Directors (the "Board") of Sally Beauty Holdings, Inc. (the "Company") elected Erin Nealy Cox as a director to serve until the 2022 annual meeting of the Company's stockholders or until her earlier resignation or removal. The Board has determined that Ms. Nealy Cox is "independent" under the Corporate Governance Standards of the New York Stock Exchange and under the Company's Corporate Governance Guidelines.

Ms. Nealy Cox, age 51, is a trial attorney, cybersecurity expert and former federal prosecutor who served as an independent director on our Board and Audit Committee from August 2016 to November 2017. She resigned from the Board when she was nominated and confirmed as the U.S. Attorney for the Northern District of Texas. Ms. Nealy Cox served in this role until January 2021. Prior to her appointment as the U.S. Attorney, she served briefly in 2017 as a senior advisor at McKinsey & Co. in the consulting firm's cybersecurity and risk practice. From 2008 to 2016 Ms. Nealy Cox was executive managing director at Stroz Friedberg, a cybersecurity and investigations consulting firm. She began her legal career serving as an Assistant U.S. Attorney for ten years in the Northern District of Texas. Ms. Nealy Cox graduated with a BBA in Finance from The University of Texas at Austin and a JD from SMU School of Law.

On September 1 she will join the law firm of Kirkland & Ellis as a partner in their Government, Regulatory and Internal Investigations Group.

Ms. Nealy Cox will receive compensation for her service as a director in accordance with the Company's Amended and Restated Independent Director Compensation Policy as described in the Company's most recent proxy statement, filed with the Securities and Exchange Commission on December 16, 2020.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Ms. Nealy Cox and any director or executive officer of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Ms. Nealy Cox and the Company that would be required to be reported.

The press release announcing the appointment of Ms. Nealy Cox 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 Statement and Exhibits





(d)



Exhibit                                  Description

 99.1        Press release dated July 26, 2021 announcing the appointment of a
           Director of Sally Beauty Holdings, Inc. on July 21, 2021  .

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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