Sally Beauty Holdings (SBH) Proxy Filing summary

Executive summary

• Fiscal 2025 delivered strong operating and financial results, exceeding expectations despite a challenging macro environment, with net sales of $3.7 billion and GAAP operating earnings of $328 million.

• Key operational achievements included 4% growth in hair color, digital expansion with new marketplace partners, and a comprehensive brand refresh under "Sally Ignited."

• The Fuel for Growth Program generated $46 million in incremental benefits, with $42 million flowing to the bottom line and $32 million reinvested.

• Strategic focus for fiscal 2026 centers on customer activation, digital value, assortment differentiation, new growth pathways, operational efficiency, and culture enhancement.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors for one-year terms, an advisory resolution on executive compensation, and ratification of KPMG LLP as the independent auditor for fiscal 2026.

• The Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• The Board consists of ten nominees, nine of whom are independent; 60% are women and 20% are ethnically diverse.

• Board committees include Audit, Compensation and Talent, Nominating, Governance and Corporate Responsibility, and Executive Committees.

• The Board Chair is independent, and the Board emphasizes diversity, annual self-evaluations, and regular executive sessions.

• Updated By-Laws in FY25 to reflect current practices and legal requirements.