Sally Beauty Holdings (SBH) Proxy Filing summary

Executive summary

• Achieved operational improvements in both business segments, with strong cash flow and profit performance in the final quarter of FY24.

• Deployed cash to complete a key acquisition, invest in strategic initiatives, reduce debt, and repurchase over five million shares.

• Entering FY25 with a focus on customer centricity, own brand growth, innovation, and operational efficiency, including a brand refresh and store pilot initiatives.

• FY24 net sales were $3.72 billion, a 0.3% decrease over the prior year; e-commerce sales represented 9.8% of total net sales.

• Repurchased 5.1 million shares at a cost of $60 million and completed the acquisition of Exclusive Beauty Supplies of Florida.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory vote on executive compensation, approval of the 2025 Omnibus Incentive Plan, ratification of KPMG LLP as auditor, and a stockholder proposal on director resignation guidelines.

• Board recommends voting FOR all management proposals and AGAINST the stockholder proposal.

• Annual meeting to be held virtually on January 24, 2025.

Board of directors and corporate governance

• Nine director nominees, with 67% women and 33% men, and a mix of skills in management, finance, audit, retail, ESG, and cybersecurity.

• Board diversity recognized with multiple awards; commitment to diversity, equity, and inclusion at all levels.

• All committees (Audit, Compensation and Talent, Nominating, Governance and Corporate Responsibility) are composed of independent directors.

• Board conducts annual self-evaluations and has a mandatory retirement policy for non-management directors after 15 years.