Sally Beauty Holdings, Inc. (SBH) Earnings Call Transcript & Summary

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Sally Beauty Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Denise Paulonis, Director, President and Chief Executive Officer. Please go ahead.

Good morning, everyone. Welcome to the Sally Beauty Holdings, Inc. 2026 Annual Meeting of Stockholders. I'm Denise Paulonis, Director, President and Chief Executive Officer. As previously announced in the notice and proxy statement, today's stockholder meeting is being held virtually. The agenda and rules of procedure appear on the meeting website you logged into for today's meeting. Please take a moment to review the rules that are posted as we will follow them closely. First, I'll introduce our Board of Directors and other officials; second, we will vote on proposals listed on the agenda; third, we will report the preliminary voting results; and finally, after adjournment, we will answer your questions. It is my privilege to introduce my fellow Directors of Sally Beauty Holdings, Inc. With us today are: Rachel Bishop, former President, Hefty Tableware, Reynolds Consumer Products; Jeffrey Boyer, Chief Financial Officer of UI Solutions Group; Diana Ferguson, [ our Board ] Chair and Principal of Scarlet Investments, LLC; Dorlisa Flur, Strategic Adviser and former Chief Strategy and Transformation Officer for Southeastern Grocers, Inc; James Head, Chief Financial Officer of Alignment Health; Lawrence Chip Molloy, former Chief Financial Officer, Sprout Farmers Market; Erin Nealy Cox, partner of the law firm of Kirkland and Ellis; Debra Perelman, Managing Partner of InviNext Growth Partners; Max Rangel, Chief Executive Officer of PetSafe Brands. Also with me is Scott Sherman, our Senior Vice President, Chief Legal and Human Resources Officer. Our independent auditors, KPMG LLP, are represented here today by Laura Crystal, Chris Hughes and [ Spencer Feld. ] And a representative from Computershare, Stephanie Simon, is here serving as our independent inspector of election. Scott will now present the Corporate Secretary's report and explain our voting procedures.

Thank you, Denise. I present for the record an affidavit certifying that an annual report on Form 10-K for 2025 and a proxy statement and proxy card for this meeting were mailed on or about December 10, 2025, to all stockholders of record as of November 24, 2025, which is the record date for this meeting. Accordingly, this meeting has been duly called under the laws of Delaware, the state of incorporation of Sally Beauty Holdings, Inc. and under the company's bylaws. Our representative from Computershare has been appointed by the Board of Directors as inspector of election for this meeting. She has executed the appropriate oath of office. The inspector of election has presented for the record. A certificate of quorum indicating that there are represented at the meeting of approximately 89,239,188 shares of the company's common stock. Each share of common stock is entitled to 1 vote at this meeting. Therefore, shares representing 90.81% of the voting power of the company's outstanding shares are represented at this meeting in person or by proxy, so a quorum is present. This meeting has 3 proposals before it: One, the election of directors; two, the approval of the advisory resolution endorsing the company's compensation of executive officers, including the company's compensation practices and principles and their implementation; and three, the ratification of the selection of KPMG LLP as the company's auditors for the 2026 fiscal year. Each of these proposals are described in the company's proxy statement and will be presented in the order in which they appear on the agenda. No other nominations for election as a director or proposals were received in accordance with the company's bylaws or the SEC's proxy rules. So no additional nominations or proposals will be considered at this meeting. Voting at this virtual meeting will be done electronically via online ballot. If you wish to vote now, click on the Vote tab in the meeting center. Stockholders who executed proxies or voted online or by telephone do not need to vote again by electronic ballot unless you wish to change your vote. After the proposals have been considered at this meeting and the electronic ballot is completed, the polls will close and no more ballots will be accepted. An opportunity to respond to any questions that have been submitted to us will be provided after the adjournment of the meeting. It is now 9:05 a.m. Central Time on Thursday, January 22, 2026. The polls are now open. Polls will close immediately following the presentation of the third proposal and my call for the collection of ballots. We will now consider the 3 proposals before us. The first proposal is the election of 10 directors. They are Rachel Bishop, Jeffrey Boyer, Diana S. Ferguson, Dorlisa K. Flur, James M. Head, Lawrence Chip Molloy, Erin Nealy Cox, Denise Paulonis, Debra Perelman and Max Rangel. Each individual has been nominated to serve as a Director of Sally Beauty Holdings, Inc. for a 1-year term ending at the Annual Stockholders Meeting in 2027. This proposal is discussed beginning on Page 12 of your proxy statement. The second proposal is for the approval of the advisory resolution endorsing the compensation of the company's executive officers, including the company's compensation practices and principles and their implementation. This proposal is discussed beginning on Page 47 of your proxy statement. Third proposal is the ratification of the selection of KPMG LLP as the independent auditors for the company fiscal year 2026. This proposal is discussed on Page 88 of your proxy statement. All proposals are now submitted to a vote of our stockholders. If you are voting by electronic ballot and have not already done so, please vote your shares by clicking on the Vote tab on the meeting site at this time. [Voting]

This completes the voting on proposals before the stockholders.

At this time, Scott will give us the preliminary voting results.

Thank you, Denise. Based upon the preliminary report, the 3 proposals have been approved by at least a majority vote of the votes cast, including election of each of the 10 director nominees named in the proxy statement.

The business of the meeting is concluded, and I move that this meeting be adjourned.

I second the motion.

The meeting is now adjourned. We'll proceed to the question-and-answer session.

Before we open the floor for questions, I want to quickly remind you of the following procedures. Only stockholders or their authorized representatives with a validated attendance at this virtual meeting may ask questions. If you wish to address the meeting, please click on the Q&A tab at the top right of the meeting center pane and enter your question or comment in the field provided. Any person addressing the meeting will be allowed a maximum of 2 questions. Questions should be addressed directly to Denise. Please confine your questions to one subject at a time. Denise will not answer questions that are unrelated to matters properly before the meeting.

Do we have any questions?

No questions.

Seeing there are no questions, this concludes the question-and-answer session. Thank you for attending the Sally Beauty Holdings 2026 Annual Meeting of Stockholders.

Ladies and gentlemen, this does conclude the meeting. Thank you for your participation, and you may now disconnect.