Regis Corporation : Regis Urges Shareholders to Vote the Gold Proxy Card and to Disregard the ISS Recommendation
10/18/2011| 01:35pm US/Eastern

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Regis Corporation (NYSE: RGS) ("Regis"), the global leader in the $160
billion hair care industry, issued the following statement in response
to Institutional Shareholder Services' ("ISS") recent report regarding
the Company's 2011 Annual Meeting of Shareholders, scheduled for October
27, 2011. Regis urges its shareholders to vote FOR its
experienced and highly-qualified director nominees - Rolf F. Bjelland,
Joseph L. ("Joel") Conner, Paul D. Finkelstein, Van Zandt Hawn, Susan S.
Hoyt, Michael J. Merriman and Stephen E. Watson - using the GOLD
proxy card today.
In a statement issued today, the Company said:
"We are disappointed in ISS' recommendation and strongly believe that
the firm reached the wrong conclusion in failing to recommend that Regis
shareholders vote FOR all of Regis'
director nominees at the Company's 2011 Annual Meeting of Shareholders.
We reiterate our Board's unanimous recommendation that shareholders
support the Company's plans for future growth and enhanced shareholder
value by voting FOR Regis' director
nominees on the GOLD proxy card.
"We believe that Regis' well-balanced Board, with its diverse experience
and senior leadership critical to our business, is extremely
well-positioned to help Regis succeed in achieving long-term growth and
improving shareholder value through revenue initiatives, cost-cutting
commitments and key management and governance changes. This is not the
time to disrupt the execution of the changes that are underway at Regis.
We firmly believe that the election of all seven of Regis' director
nominees, six of whom are independent, is in the best interests of the
Company and its shareholders."
For over two months, Regis has attempted to negotiate a settlement with
Starboard, which Regis believes is in the best interest of all
shareholders and which includes reasonable board representation, a
review of alternatives for non-core assets and aggressive operational
goals. Given that Starboard holds just 5.2% of recently-acquired stock
in Regis, the Company believes that board representation exceeding one
director would be disproportionate representation on the Regis Board and
would result in a Board that would not be optimally effective in its
composition.
Glass Lewis & Co., a leading independent proxy voting advisory firm,
supports Regis' proposal for a settlement with Starboard. In a recently
published report, Glass Lewis noted that:
"The Dissident has only held its shares in the Company for a short
period though we acknowledge that it has acquired a substantial stake
(more than 5%) in the Company and is among the top ten investors.
Notably, the Company has also stated that it remains willing to settle
with Starboard and provide it a single seat on the board. In our
opinion, one seat on the Regis board is adequate in light [of]
Starboard's economic interest and will provide the Dissident further
insight to the Company's operations as well as the ability to
participate in the ongoing strategic decisions and planning of the
Company's turnaround."1
In response to the top-line impact of the financial crisis and
subsequent economic downturn Regis has been aggressively managing its
cost structure. Since the beginning of 2008, Regis has achieved cost
savings of $48 million and now has a lower G&A expense than in 2008,
despite inflationary pressures in our cost base. In addition, the
Company was able to reduce its debt by over $490 million in less than
three years.
A new leadership team and reorganized management structure were put in
place in February 2011. The new leadership team has already begun to
execute its plan to improve the future performance of the Company and is
taking aggressive actions to meet its operating and financial goals.
These actions are focused on:
-
Increasing customer centricity;
-
Leveraging the power of the Company's brands; and
-
Enhancing the use of technology in the field to improve connectivity
with salons.
In addition, Regis has been implementing significant governance changes,
which will result in the majority of the Company's directors having
commenced service in or after 2010.
The three independent directors currently being targeted by Starboard
are seasoned executives with experience in specialty retail, corporate
finance and investment management, respectively. Each is a valuable
member of the Regis Board with an extensive understanding of Regis'
businesses and the hair care industry:
-
Ms. Hoyt has over 40 years of experience in the specialty retail
industry, with 26 of those years spent in the fashion sector. Ms. Hoyt
brings an important perspective to the Board as its only female
director, which is especially valuable in light of the demographics of
Regis' employee and customer bases.
-
Mr. Bjelland has nearly 40 years of executive experience and financial
expertise derived from his work in the financial services industry
with a Fortune 500 organization. He is the Chairman of the Company's
Audit Committee, and his continued tenure on the Regis Board is
important to ensure a smooth transition to a new Audit Committee
Chairman following his announced retirement next year.
-
Mr. Hawn has extensive experience in the investment industry,
including through his role as a corporate advisor on acquisition and
financing activities. His skill set has been important to the historic
success of our acquisition strategy, and he has been instrumental in
the completion of financing transactions to fund our growth.
The Regis Board of Directors recommends all shareholders promptly vote FOR
the Company's highly-qualified director nominees - by telephone, by
Internet or by signing, dating and returning the Company's GOLD
proxy card.
The Regis Board and management team urge shareholders to vote only
Regis' GOLD proxy card and to discard the dissident group's white
proxy card. Shareholders who may have inadvertently voted on the white
proxy card have every legal right to change their vote by promptly
submitting a later-dated GOLD proxy card. Only the latest-dated,
validly-executed proxy vote counts.
Shareholders with questions about how to vote their shares on the GOLD
proxy card, or who need additional assistance, may contact the firm
assisting Regis in the solicitation of proxies, Innisfree M&A
Incorporated, toll-free at (877) 750-5837. (Banks and brokers may call
collect at (212) 750-5833.)
Faegre & Benson LLP and Wachtell, Lipton, Rosen & Katz are serving as
legal advisors to Regis. Perella Weinberg Partners and BofA Merrill
Lynch are serving as the Company's financial advisors.
About Regis Corporation
Regis Corporation (NYSE:RGS) is the beauty industry's global leader in
beauty salons, hair restoration centers and cosmetology education. As of
June 30, 2011, the Company owned, franchised or held ownership interests
in approximately 12,700 worldwide locations. Regis' corporate and
franchised locations operate under concepts such as Supercuts, Sassoon
Salon, Regis Salons, MasterCuts, SmartStyle, Cost Cutters, Cool Cuts 4
Kids and Hair Club for Men and Women. In addition, Regis maintains an
ownership interest in Provalliance, which operates salons primarily in
Europe, under the brands of Jean Louis David, Franck Provost and Saint
Algue. Regis also maintains ownership interests in Empire Education
Group in the U.S. and the MY Style concepts in Japan. System-wide, these
and other concepts are located in the U.S. and in over 30 other
countries in North America, South America, Europe, Africa and Asia. For
additional information about the company, please visit the Investor
Information section of the corporate website at www.regiscorp.com.
Forward-Looking Statements
This press release may contain
"forward-looking statements" within the meaning of the federal
securities laws, including statements concerning anticipated future
events and expectations that are not historical facts. The
forward-looking statements in this document reflect management's best
judgment at the time they are made, but all such statements are subject
to numerous risks and uncertainties, which could cause actual results to
differ materially from those expressed in or implied by the statements
herein. Such forward-looking statements are often identified herein by
use of words including, but not limited to, "may," "believe," "project,"
"forecast," "expect," "estimate," "anticipate," and "plan." In addition,
the following factors could affect the Company's actual results and
cause such results to differ materially from those expressed in
forward-looking statements. These factors include competition within the
personal hair care industry, which remains strong, both domestically and
internationally, price sensitivity; changes in economic conditions;
changes in consumer tastes and fashion trends; the ability of the
Company to implement its planned spending and cost reduction plan and to
continue to maintain compliance with financial covenants in its credit
agreements; labor and benefit costs; legal claims; risk inherent to
international development (including currency fluctuations); the
continued ability of the Company and its franchisees to obtain suitable
locations and financing for new salon development and to maintain
satisfactory relationships with landlords and other licensors with
respect to existing locations; governmental initiatives such as minimum
wage rates, taxes and possible franchise legislation; the ability of the
Company to successfully identify, acquire and integrate salons that
support its growth objectives; the ability of the Company to maintain
satisfactory relationships with suppliers; or other factors not listed
above. The ability of the Company to meet its expected revenue target is
dependent on salon acquisitions, new salon construction and same-store
sales increases, all of which are affected by many of the aforementioned
risks. Additional information concerning potential factors that could
affect future financial results is set forth in the Company's Annual
Report on Form 10-K for the year ended June 30, 2011. We undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
However, your attention is directed to any further disclosures made in
our subsequent annual and periodic reports filed or furnished with the
SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.
Additional Information
Regis, its directors, and certain of
its officers and other employees are participants in the solicitation of
proxies from Regis's shareholders in connection with Regis's 2011 Annual
Meeting of Shareholders. The Company has filed a definitive proxy
statement with the SEC with respect to the 2011 Annual Meeting of
Shareholders. Investors and security holders are urged to read the
definitive proxy statement and GOLD proxy card because they
contain important information. Investors and security holders may obtain
free copies of the definitive proxy statement and other documents filed
with the SEC at the SEC's web site at www.sec.gov
and by contacting Investor Relations at (952) 947-7777. Investors and
security holders may also obtain free copies of the documents filed with
the SEC on the Company's website at http://www.regiscorp.com.
1 Permission to use quotations was neither sought nor
obtained.

Regis Corporation
Mark Fosland, 952-806-1707
SVP,
Finance and Investor Relations
or
Andy Larew, 952-806-1425
Director,
Finance-Investor Relations
or
Joele Frank, Wilkinson Brimmer
Katcher
Kelly Sullivan, 212-355-4449
or
Annabelle
Rinehart, 212-355-4449
or
Matthew Cuneo, 212-355-4449
© Business Wire 2011
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