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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held October 28, 2014

TO THE SHAREHOLDERS OF REGIS CORPORATION:

The Annual Meeting of the Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis” and the “Company”) will be held at our executive offices located at 7201 Metro Boulevard, Edina, Minnesota 55439, on October 28, 2014 commencing at 9:00 a.m., for the following purposes:

1.                                      To elect eight directors to serve for a one-year term and until their successors are elected and qualified;

2.                                      To approve our Short Term Incentive Compensation Plan;

3.                                      To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

4.                                      To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal); and

5.                                      To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only holders of record of our Common Stock at the close of business on September 2, 2014 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Whether or not you plan to attend the Annual Meeting in person, please submit your proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you requested a paper copy of the proxy card by mail, you may also date, sign and mail the proxy card in the postage-paid envelope that is provided with your proxy card. Should you nevertheless attend the Annual Meeting, you may revoke your proxy and vote in person.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the record holder that you must follow in order for your shares to be voted. If you plan to attend the Annual Meeting and hold shares in your name, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares through a bank or broker, you will need proof of ownership, such as a recent account statement or letter from your bank or broker, along with proper identification in order to attend the Annual Meeting. If you hold your shares through a bank or broker and intend to vote your shares at the Annual Meeting, you will need to provide a legal proxy from your broker.

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 28, 2014

This Proxy Statement is furnished to shareholders of REGIS CORPORATION, a Minnesota corporation (the “Company”), in connection with the solicitation on behalf of our Board of Directors (the “Board”) of proxies for use at the annual meeting of shareholders to be held on October 28, 2014 (the “Annual Meeting”), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

The address of our principal executive office is 7201 Metro Boulevard, Edina, Minnesota 55439.

Availability of Proxy Materials

As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are making our proxy materials, which include our Notice and Proxy Statement and Annual Report on Form 10-K, available to our shareholders over the Internet. We believe that this e-proxy process expedites our shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of the Annual Meeting. In accordance with such SEC rules, we will send shareholders of record as of the close of business on September 2, 2014 a Notice of Internet Availability of Proxy Materials (the “Notice”), which mailing will commence on or about September 10, 2014. The Notice contains instructions on how shareholders can access our proxy materials and vote their shares over the Internet. If you would like to receive a printed copy of our proxy materials from us instead of downloading them from the Internet, please follow the instructions for requesting such materials included in the Notice.

Solicitation and Revocation of Proxies

In addition to the use of the mails, proxies may be solicited personally or by mail, telephone, fax, email, Internet or other electronic means by our directors, officers and regular employees who will not be additionally compensated for any such services. Proxies may also be solicited by means of press releases and other public statements.

We will pay all solicitation expenses in connection with the Notice and this Proxy Statement and any related proxy soliciting material of the Board, including the expense of preparing, printing, assembling and mailing such material.

Proxies to vote at the Annual Meeting are solicited on behalf of the Board. Any shareholder giving a proxy may revoke it at any time before it is exercised by attending the Annual Meeting and revoking it or by providing written notice of revocation or by submitting another proxy bearing a later date to our Secretary at the address set forth above. Such proxies, if received in time for voting and not revoked, will be voted at the Annual Meeting in accordance with the specifications indicated thereon.

If You Hold Your Shares in “Street Name”

If you hold your shares in “street name,” i.e., through a bank, broker or other holder of record (a “custodian”), your custodian is required to vote your shares on your behalf in accordance with your instructions. If you do not give instructions to your custodian, your custodian will not be permitted to vote your shares with respect to “non-discretionary” items, such as the election of directors, the approval of the Short Term Incentive Plan (the “Short Term Plan”) and the Say-on-Pay proposal. Accordingly, we urge you to promptly give instructions to your custodian to vote on these matters by following the instructions provided to you by your custodian. Please note that if you intend to vote your street name shares in person at the Annual Meeting, you must provide a “legal proxy” from your custodian at the Annual Meeting.

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VOTING RIGHTS AND REQUIREMENTS

Only shareholders of record as of the close of business on September 2, 2014 will be entitled to sign proxies or to vote. On that date, there were 55,656,564 shares issued, outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. A majority of the outstanding shares present in person or by proxy at the Annual Meeting is required to transact business, and constitutes a quorum for voting on items at the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted as being present at the Annual Meeting in determining the quorum, but neither will be counted as a vote in favor of a matter. A “broker non-vote” is a proxy submitted by a bank, broker or other custodian that does not indicate a vote for some of the proposals because the broker does not have or does not exercise discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on those proposals.

Vote Required

Item 1.  The affirmative vote of a majority of the votes cast in person or by proxy and entitled to vote at the Annual Meeting, with respect to each director nominee, is required for the election to the Board of each of the nominees for director. Shareholders do not have the right to cumulate their votes in the election of directors. The election is not contested. A majority of the votes cast means that the votes entitled to be cast by the holders of all the then-outstanding shares of voting stock of the Company that are voted “For” a director must exceed the shares voted “Against” the director.

Items 2 and 3.  The affirmative vote of the holders of the greater of (1) a majority of the shares of our Common Stock present in person or by proxy and entitled to vote on the proposal or (2) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the Annual Meeting is required for approval of these proposals. A shareholder who abstains with respect to any of these proposals will have the effect of casting a negative vote on that proposal. A shareholder who does not vote in person or by proxy on a proposal (including a broker non-vote on a proposal) is not deemed to be present in person or by proxy and is not entitled to vote on the proposal for the purpose of determining whether a proposal has been approved.

Item 4.  The advisory vote on executive compensation in Item 4 is not binding on us; however, we will consider the shareholders to have approved our executive compensation if the number of shares voted “For” the proposal exceed the number of shares voted “Against” the proposal. A shareholder who abstains with respect to this proposal will have no effect on its outcome.

Routine Versus Non-Routine Matters.  Brokers cannot vote on their customers’ behalf on “non-routine” proposals such as Item 1, the election of directors, Item 2, the approval of the Short Term Plan and Item 4, the advisory vote on executive compensation. Because brokers require their customers’ direction to vote on such non-routine matters, it is critical that shareholders provide their brokers with voting instructions. On the other hand, Item 3, ratification of the appointment of our independent registered public accounting firm, is a “routine” matter for which your broker does not need your voting instruction in order to vote your shares.

Effect of Broker Non-Votes.  If you hold your shares in street name and do not provide voting instructions to your bank, broker or other custodian, your shares will not be voted on any proposal on which your broker does not have or does not exercise discretionary authority to vote, such as may be the case with a non-routine matter for which you do not provide voting instructions. A broker non-vote on any of the proposals presented at the Annual Meeting will have no effect on the outcome of the proposal.

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ITEM 1

ELECTION OF DIRECTORS

Eight directors are to be elected at the Annual Meeting, each to hold office for one year until the 2015 annual meeting of shareholders and until their successors are elected and qualified. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons named below for election as directors. All of the Board’s nominees are currently directors of Regis and each nominee has consented to serve if elected.

Unless authority to vote is withheld, proxies submitted will be voted for the election of the Board’s nominees named herein as directors of Regis. If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to us will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules.

The following table contains certain information with respect to the director nominees:

Mr. Daniel G. Beltzman, age 39, Director

Mr. Beltzman was elected a director of Regis in August 2012. Mr. Beltzman currently serves as a General Partner of Birch Run Capital Advisors, LP (“Birch Run”), a financial investment advisory firm, a position he has held since he co-founded Birch Run in May 2006. Prior to managing investments, Mr. Beltzman worked at both Deutsche Bank Securities, Inc. and Bank of America Securities, LLC focusing on equity research and mergers and acquisitions. Thereafter, he founded an entrepreneurial venture that provided services to help European builders more efficiently manage their supply chains. Mr. Beltzman also worked with a boutique investment firm that specializes in joint venture equity and mezzanine debt for real estate ventures. Mr. Beltzman has spent the last ten years as an investor and manager of Birch Run and its predecessors, during which time he has studied the business models of many public companies, and developed a specific expertise in capital allocation.

Mr. Beltzman’s financial experience and expertise contribute valuable insights to the Board. In addition, Mr. Beltzman, as an affiliate of Birch Run, which owned approximately 19% of the Company’s common stock on September 2, 2014, brings an additional perspective as a significant shareholder of the Company.

Mr. James P. Fogarty, age 46, Director

Mr. Fogarty was elected a director of Regis in October 2011. Mr. Fogarty is Chief Executive Officer and a Director of Orchard Brands, a multi-title catalog and internet retailer, a position he has held since November 2011. Prior to that, Mr. Fogarty was a private investor from November 2010 to November 2011. From April 2009 until November 2010, Mr. Fogarty was President, Chief Executive Officer and Director of Charming Shoppes, Inc., a multi-brand, specialty apparel retailer. Prior to that, Mr. Fogarty was a Managing Director of Alvarez & Marsal (“A&M”), an independent global professional services firm, from August 1994 until April 2009. He was also a member of A&M’s Executive Committee for North America Restructuring. During his tenure at A&M, Mr. Fogarty most recently served as President and Chief Operating Officer of Lehman Brothers Holdings (subsequent to its Chapter 11 bankruptcy filing) from September 2008 until April 2009. From September 2005 through February 2008, Mr. Fogarty was President and Chief Executive Officer of American Italian Pasta Company, the largest producer of dry pasta in North America. He served as the Chief Financial Officer of Levi Strauss & Co., a brand-name apparel company from 2003 until 2005. From December 2001 through September 2003, he served as Senior Vice President and Chief Financial Officer and for a period as a Director of The Warnaco Group, a global apparel maker, which emerged from bankruptcy in early 2003 after completing a successful turnaround during his tenure.

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Mr. Fogarty’s operational and turnaround experience allows him to make significant contributions to the Board, particularly during the recent time of transition at the Company. He has significant executive officer and director experience at a variety of public and private companies, including companies in the specialty retail industry, which provides meaningful industry expertise to the Board.

Mr. David J. Grissen, age 56, Director

Mr. Grissen was elected a director of Regis in October 2013. Mr. Grissen is Group President of Marriott International, Inc., a global operator of hotels and related lodging facilities, a position he has held since 2013. During his 24 years of experience with Marriott, he held various positions, including Group President, Americas; President, Americas; Executive Vice President of the Eastern Region; Senior Vice President of the Mid-Atlantic Region and Senior Vice President of Finance and Business Development. He has had responsibility for the financial management and leadership of all the Americas’ lodging operations, comprising more than 3,400 hotels and a work force of 100,000 associates, including responsibility for sales and marketing, revenue management, human resources, engineering, room operations, food and beverage/retail/spa, information resources and development. Mr. Grissen was a director of Good Times Restaurants Inc. from 2005 to 2010.

Mr. Grissen’s experience leading a complex service organization that includes both franchised and owned operations contributes valuable perspectives to the Board. The Board believes that Mr. Grissen’s experience building marketing platforms for multiple portfolio brands, and his experience in acquisitions and integration, help him guide the Company in its turnaround as it focuses on improving the customer experience through each of its brands and identifies opportunities for growth.

Mr. Daniel J. Hanrahan, age 57, President and Chief Executive Officer, Director

Mr. Hanrahan is the President and Chief Executive Officer of the Company, and a member of the Board, which positions he has held since August 2012. Prior to joining the Company, he served as President of Celebrity Cruises at Royal Caribbean Cruises Ltd., a global cruise vacation company, since February 2005, and as its President and Chief Executive Officer since September 2007. Mr. Hanrahan served as President and Chief Executive Officer of Azamara Cruises at Royal Caribbean from February 2005 to July 2009. From 1999 until February 2005, Mr. Hanrahan served in a variety of positions with the Royal Caribbean International brand, including Senior Vice President, Sales and Marketing. Mr. Hanrahan has served on the Board of Directors of Cedar Fair, L.P., an amusement-resort operator, since 2012, and is a member of its Audit and Compensation Committees.

The Board believes that Mr. Hanrahan should continue to serve as a director because as Chief Executive Officer of the Company, he shares responsibility with the Board for guiding the direction of the Company, and he has a deep understanding of the Company’s operations, strategy, results of operations and financial condition, as well as issues affecting the Company’s industry. Mr. Hanrahan’s prior operational background and his extensive experience across a wide spectrum of consumer-facing brands enable him to provide important insights to the Board related to the Company’s strategy to improve the salon experience.

Mr. Mark S. Light, age 52, Director

Mr. Light was elected a director of Regis in October 2013. Mr. Light is President and Chief Operating Officer of Signet Jewelers Limited.  Signet Jewelers Limited is the largest specialty jewelry retailer in the United States, the United Kingdom, and Canada. Signet’s Sterling Jewelers Division operates over 1,400 stores in all 50 states primarily under the name brands of Kay Jewelers and Jared The Galleria Of Jewelry.  Signet’s UK division operates approximately 500 store primarily under the name brands of H. Samuel and Ernest Jones.  Signet’s Zale division operates over 1,600 locations in the U.S. and Canada primarily under the name brands of Zales, People’s and Piercing Pagoda.  Mr. Light started at Sterling Jewelers Inc. as a sales associate 36 years ago, and has progressed through various management positions to his current position, holding many titles along the way, including Division President, Executive Vice President of Operations, President and Chief Operating Officer and President and Chief Executive Officer.

Mr. Light has brought his experience with a company having a business model similar to the Company’s, which is focused on customer loyalty and a high performing field sales group, to assist the Board in its efforts to improve the salon experience and the Company’s operational performance.

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Mr. Michael J. Merriman, age 58, Director

Mr. Merriman was elected a director of Regis in October 2011. Mr. Merriman has been an operating advisor with Resilience Capital Partners, LLC, a private equity firm, since July 1, 2008. From November 2006 until its sale in November 2007, Mr. Merriman served as Chief Executive Officer of The Lamson & Sessions Co., a publicly held manufacturer of thermoplastic conduit, fittings and electrical switch and outlet boxes. Prior to joining Lamson & Sessions, Mr. Merriman served as the Senior Vice President and Chief Financial Officer of American Greetings Corporation, a publicly held creator and manufacturer of innovative social expression products, from September 2005 until November 2006. He served as the President and Chief Executive Officer of Royal Appliance Mfg. Co., a publicly held manufacturer and marketer of Dirt Devil vacuum cleaners, from 1995 until April 2004, was its Chief Financial Officer from 1992 to 1995 and served on the board of directors from 1993 to 2004. Mr. Merriman served as a director of American Greetings Corporation from 2006 until it went private in August 2013. Mr. Merriman currently serves as a director of Nordson Corporation, a publicly held manufacturer of equipment used for precision dispensing, testing and inspection, surface preparation and curing, since 2008; OMNOVA Solutions Inc., a publicly held innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, since 2008; and Invacare Corporation, a publicly held medical equipment company, since May 2014. Mr. Merriman also served as a director of RC2 Corporation, a publicly held manufacturer of pre-school toys and infant products, from 2004 until its sale in April 2011.

Mr. Merriman brings to the Board his financial acumen, his significant public accounting experience, his experience as a chief executive officer of other publicly traded companies, his service on boards of directors of other publicly traded companies and his retail experience. Mr. Merriman has significant finance, financial reporting and accounting expertise and was formerly a certified public accountant with Arthur Andersen & Co., which provides the Board with valuable expertise. In addition, the Board believes that his wide range of management experience at various public companies allows him to provide valuable insight into the Company’s operations as well as its interactions with investors and financial analysts.

Mr. Stephen E. Watson, age 69, Independent Chairman of the Board

Mr. Watson was elected a director of Regis in April 2008, and became the Chairman of the Board on January 29, 2013. Mr. Watson brings to the Board nearly 40 years of executive and director experience in the retail industry. From 1973 through 1996, Mr. Watson held various executive officer positions with Dayton Hudson Corporation, including Chairman and Chief Executive Officer of Dayton Hudson Department Stores Co. and President of Dayton Hudson Corporation. From 1972 to 1996, Mr. Watson held various executive officer positions, including President and Chief Executive Officer of the Department Store Division. From 1997 until his retirement in 2002, Mr. Watson was President and Chief Executive Officer of Gander Mountain Company, a privately held retailer for outdoor sports and recreation activities. In addition to serving as a director of Regis, Mr. Watson is currently also a director of Kohl’s Corporation, a specialty, family-focused, value-oriented department store, where he serves as Lead Director and Chairman of the Audit Committee, and of Chico’s FAS, Inc., a women’s specialty retailer of privately branded, sophisticated clothing and accessories where he serves on the Audit and the Compensation and Benefits Committees. From 1997 through December 2005, Mr. Watson was a director of ShopKo Stores, Inc., an operator of general merchandise stores. From 2004 through May 2007, Mr. Watson was a director of Smart & Final, Inc., an operator of grocery stores. He also served on the boards of Norwest Bank from 1990 to 1996, Target Corporation from 1991 to 1996, Retek Inc. from November 1999 to 2004 and Eddie Bauer Holdings, Inc. from 2005 to 2009.

Mr. Watson’s experience as the leading senior executive officer of several complex and specialty retail businesses, his experience as a director of other retail-oriented public companies and his broad-based knowledge in the areas of retail operations, corporate finance, accounting, marketing and merchandise procurement, bring significant value to our Board. He also contributes a wealth of knowledge and experience of serving on the boards of several public retail companies where he has also served as an audit and governance committee chair.

Mr. David P. Williams, age 53, Director

Mr. Williams was elected a director of Regis in October 2011. Mr. Williams currently serves as the Executive Vice President and Chief Financial Officer of Chemed Corporation, a provider, through its subsidiaries, of hospice care and repair and maintenance services. Mr. Williams has served as Chemed’s Chief Financial Officer since February 2004. From 1998 until 2004, Mr. Williams was the Senior Vice President and Chief Financial Officer of the Roto-Rooter Group, a leading provider of commercial and residential plumbing and drain cleaning services. Prior to that, Mr. Williams was the Chief Financial Officer of Chemed’s Omnia Group subsidiary, a manufacturer of disposable healthcare products, and prior to that was Senior Vice President and Chief Financial Officer of Omnicare’s Veratex Group, a national distributor of disposable medical, dental and pharmaceutical products. Prior to joining Chemed, Mr. Williams was with Price Waterhouse in their Comprehensive Professional Services Group.

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Mr. Williams’ depth of experience in various senior executive roles of public and private companies and his significant accounting and financial expertise enable him to provide meaningful contributions to the oversight of financial and accounting matters at the Company, and qualify him as an audit committee financial expert.

The Board unanimously recommends that you vote FOR the election of each of the director nominees.

CORPORATE GOVERNANCE

The Board believes that good corporate governance is paramount to ensure that we are managed for the long-term benefit of our shareholders. As part of our ongoing efforts to constantly improve corporate governance, the Board and management have undertaken a number of initiatives to improve our corporate governance policies and practices over recent years. Below is a summary of the key corporate governance practices in effect at Regis:

Corporate Governance Practices

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Shareholders and other interested persons may view our Corporate Governance Guidelines on our website at www.regiscorp.com. This information is also available in printed form free of charge to any shareholder who requests it by writing to our Corporate Secretary at Regis Corporation, 7201 Metro Boulevard, Edina, Minnesota 55439.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, directors and officers, including our President and Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller and other senior financial officers. The Code of Ethics, as applied to our principal financial officers, constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of business conduct and ethics” within the meaning of the listing standards of the New York Stock Exchange (“NYSE”). The Code of Ethics is posted on our website at www.regiscorp.com. You may request copies, which will be provided free of charge, by writing to Corporate Secretary, Regis Corporation, 7201 Metro Boulevard, Edina, Minnesota 55439. We intend to promptly disclose future amendments to certain provisions of our Code of Ethics, and any waivers of provisions of the Code of Ethics that are required to be disclosed under the rules of the SEC or under the listing standards of the NYSE, at the same location on our website.

Director Orientation and Continuing Education

Our Nominating and Corporate Governance Committee and the Board oversee the orientation and continuing education of our directors.

Director Independence

With the adoption of our Corporate Governance Guidelines, the Board established independence standards in accordance with the requirements of the NYSE corporate governance rules. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with us (directly, or as a partner, shareholder or officer of an organization that has a relationship with us). In addition, no director or director nominee may be deemed independent if the director or director nominee has in the past three years:

·                  Received (or whose immediate family member has received) more than $120,000 per year in direct compensation from us, other than director or committee fees;

·                  Been an employee of ours;

·                  Had an immediate family member who was an executive officer of ours;

·                  Been (or whose immediate family member has been) an affiliate or employee of a present or former internal or independent auditor of Regis;

·                  Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee within the past three years has included a present executive officer of Regis; or

·                  Is currently an employee or executive officer (or has an immediate family member who is an executive officer) of another company that makes payments to us, or receives payments from us, for property or services in an

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amount which, in any single fiscal year, exceeds the greater of $1.0 million or 2% of such other company’s consolidated gross revenues.

Under our director independence standards described above, the Board has determined that each director, with the exception of Mr. Hanrahan, our President and Chief Executive Officer, is independent. The Board determined that Mr. Williams’ service as Chief Financial Officer of the parent company of Roto-Rooter, and Mr. Grissen’s service as Group President of Marriott International, Inc., both services which the Company pays for from time to time, do not impair their independence. Accordingly, a supermajority of the Board is independent.

Communications with the Board

Shareholders and other interested parties who wish to contact the Board, any individual director or the non-management or independent directors as a group, are welcome to do so by writing to our Corporate Secretary at the following address: Regis Corporation, 7201 Metro Boulevard, Edina, Minnesota 55439.

Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.

Executive Sessions of Non-Management and Independent Directors

In order to promote open discussion among non-management directors, the Board has implemented a policy of conducting executive sessions of non-management directors in connection with each regularly scheduled Board meeting. Shareholders may communicate with the non-management directors as a group by following the procedures described above under “Communications with the Board.”

The independent Chairman of the Board presides over executive sessions of the independent and non-management directors. Shareholders may communicate with the presiding director or the independent and non-management directors as a group by following the procedures described above under “Communications with the Board.”

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

The charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee may be viewed on our website at www.regiscorp.com under “Corporate Governance” on the “Investor Information” page. The charters are also available in printed form free of charge to any shareholder who requests them by writing to our Secretary at 7201 Metro Boulevard, Edina, Minnesota 55439. The charters include information regarding the committees’ composition, purpose and responsibilities.

The Board has determined that all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee qualify as independent directors as defined under the NYSE corporate governance rules.

The Board committees have responsibilities as follows:

Audit Committee

The Audit Committee assists the Board in discharging its oversight responsibility to the shareholders and investment community regarding: (i) the integrity of our financial statements and financial reporting processes; (ii) our internal accounting systems and financial and operational controls; (iii) our audit, accounting and financial reporting processes; (iv) the engagement, qualifications and independence of the independent auditor; (v) the performance of our internal audit activities; and (vi) compliance with our ethics programs, including the Code of Ethics, our whistle-blower policy and legal and regulatory requirements.

In carrying out these duties, the Audit Committee maintains free and open communication between the Board, the independent auditor and our management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to our earnings releases to discuss the results of the independent auditor’s quarterly reviews and fiscal year-end audit.

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The Board has determined that all members of the Audit Committee meet the NYSE definitions of independence and financial literacy for Audit Committee members. In addition, the Board has determined that David Williams, who is an independent director, is an audit committee financial expert for purposes of the SEC rules and possesses accounting or related financial management expertise required by the NYSE. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies.

Compensation Committee

The primary responsibilities of the Compensation Committee are (i) to determine and approve, or make recommendations to the Board with respect to, the compensation and benefits packages of the executive officers; and (ii) to consider and recommend incentive compensation and equity-based plans. Additional information about the responsibilities of the Compensation Committee is provided below under “Executive Compensation—Compensation Discussion and Analysis.” The Board has determined that all members of the Compensation Committee also meet the definition of independence applicable to Compensation Committee members.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee discharges the Board’s responsibilities related to general corporate governance, including Board organization and membership and evaluation. In addition, the Nominating and Corporate Governance Committee assists the Board in the development of and compliance with the Company’s Corporate Governance Guidelines. It also reviews and resolves any director conflicts of interest and presents qualified individuals for election to the Board. Finally, this committee oversees the evaluation of the performance of the Board and each standing committee of the Board. For further information regarding our director nomination process, see “Director Nomination Process” below.

Board’s Role in Risk Oversight

One of the key responsibilities of the Board is to develop a strategic direction for the Company and provide management oversight for the execution of that strategy. The Board regularly reviews information regarding our financial, strategic and operational issues, as well as the risks associated with each. While the Board has overall responsibility for risk management, each of the Board committees has supporting responsibility for risk management and makes periodic updates to the full Board. Their specific areas of responsibility are:

·                  The Audit Committee discusses and approves policies with respect to risk assessment and risk management.  Throughout the year, its agendas include discussions of the Company’s enterprise risk management program and top risks. The Audit Committee oversees the management of financial risks and monitors management’s responsibility to identify, assess and manage risks.

·                  The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements.

·                  The Nominating and Corporate Governance Committee manages risks associated with potential conflicts of interest pursuant to our Code of Ethics and reviews governance and compliance issues with a view to managing associated risks.

While each committee is responsible for regularly reviewing, evaluating and overseeing the management of such risks, the Board is regularly informed through committee reports about such risks. In addition, the Board and the committees receive regular reports from our Chief Financial Officer, General Counsel, Executive and Senior Vice Presidents and other Company officers and personnel with roles in managing risks. However, our General Counsel and head of Internal Audit are the primary personnel responsible to the Audit Committee and, when appropriate, the Board in the planning, assessment and reporting of our risk profile.

Board Leadership

In fiscal 2012, our board leadership structure changed such that the positions of Chief Executive Officer and Chairman of the Board were held by different persons. Daniel Hanrahan is currently the Chief Executive Officer of the Company and Stephen Watson is currently the independent Chairman of the Board. The Board believes that having an independent Chairman is an appropriate governance practice to ensure independent Board leadership and is an appropriate leadership structure for our company at this time.

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Board Meetings and Attendance

The Board held seven meetings during the fiscal year ended June 30, 2014. Each of the then-serving directors attended, in person or by teleconference, at least 75% of the meetings of both the Board and Board committees on which he served. Our Board does not have a formal policy relating to Board member attendance at annual meetings of shareholders; however, our directors are encouraged to attend the meeting each year. At the 2014 annual meeting of shareholders, all of the individuals who were standing for election as a director attended, but the two directors not standing for re-election did not attend.

The following table shows the number of meetings held in fiscal 2014 and the names of the directors currently serving on each committee:

*                                         Committee Chair

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for screening and recommending director candidates to the full Board for nomination. The Nominating and Corporate Governance Committee will consider nominations received from our shareholders, provided that proposed candidates meet the requisite director qualification standards discussed below. When appropriate, the Committee will also engage an independent third-party search firm. The Committee will then evaluate the resumes of any qualified candidates recommended by shareholders and search firms, as well as by members of the Board. Generally, in order to be considered for nomination, a candidate must have:

·                  High professional and personal ethics and values;

·                  A strong record of significant leadership and meaningful accomplishments in his or her field;

·                  Broad experience;

·                  The ability to think strategically;

·                  Sufficient time to carry out the duties of Board membership; and

·                  A commitment to enhancing shareholder value and representing the interests of all shareholders.

Candidates are evaluated based on these qualification standards and the current needs of the Board, with due consideration of the requirement of our Corporate Governance Guidelines and NYSE and SEC regulations that at least a majority of the board consist of independent directors. In addition, when considering nominees to the Board and in evaluating

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the composition of the Board as a whole, the Nominating and Corporate Governance Committee considers the value of diversity. Although we do not have a specific policy on diversity, the Nominating and Corporate Governance Committee considers diversity of gender, race, national origin and executive or professional experience, including skills such as an understanding of the retail industry, the hair-care market, finance, accounting, marketing, technology and international experience, when considering nominees. The Company believes that the principal qualification of a prospective director is the ability to act effectively on behalf of all shareholders.

All shareholder nominations must be accompanied by a candidate resume which addresses the extent to which the nominee meets the director qualification standards. Nominations will be considered only if we are currently seeking to fill an open director position. All nominations by shareholders should be sent to the Chairperson of the Nominating and Corporate Governance Committee, c/o the Corporate Secretary, Regis Corporation, 7201 Metro Boulevard, Edina, Minnesota 55439.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the basic objectives, principles, decisions and rationale underlying our compensation policies and decisions as well as the material elements of the compensation of our executive officers identified below and in the Summary Compensation Table following this CD&A (the “Named Executive Officers” or “NEOs”). The CD&A should be read in conjunction with the compensation tables beginning on page 28.

Executive Summary

Fiscal 2014 Business Performance and Compensation Outcomes

During fiscal year 2014, our business experienced significant disruption as a result of foundational initiatives implemented at the end of fiscal year 2013 to turn around the business, including restructuring of the field operation and the introduction of a new point-of-sale system in our salons. As a result, the Company’s financial performance during fiscal year 2014 was negatively impacted. As discussed in detail below in the CD&A, fiscal 2014 performance targets, which were measured by EBITDA and same-store sales improvement, were not achieved. In line with our philosophy of tying compensation to performance, our CEO did not earn any performance pay for fiscal 2014.

The Company believes these initiatives have laid the foundation for the Company to execute its turnaround and position the Company for long-term growth and profitability. The Committee approved limited discretionary compensation to the other NEOs who were employed at August 29, 2014, as discussed below. Management’s focus continues to be on reversing the negative impact of the disruption caused by these initiatives and expects our business performance to stabilize and improve over time.

Our fiscal 2014 total shareholder return (“TSR”) of -14% is below the peer group median of 12.2%, ranking at the 7th percentile amongst the peer group. We believe our EBITDA and same-store sales performance had a considerable influence on our TSR. Performance by these financial metrics fell below the expectations we set for ourselves.  When performance is below expectations, our compensation is also below the targeted opportunity. Our CEO received no performance-based compensation for fiscal 2014, and the compensation he realized for fiscal 2014 was 29% of the target opportunity set at the beginning of the year, based on our stock price at fiscal year-end. The chart below compares our CEO’s target total direct compensation with the awards he received, and then presents realized compensation as of June 30, 2014 in light of the fact that the stock appreciation rights (SARs) granted are underwater and the value of the restricted stock units (RSUs) have decreased with the Company’s stock price.  This outcome, while below our expectations, highlights the pay for performance orientation of our executive compensation programs.

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We firmly believe that the actions we are taking now reflect the required execution of our business transformation.  The strategic decisions made during 2014 regarding field structure, leadership training and stylist engagement position us for improved financial performance and value creation over the long-term.

Introduction and Overview

Our NEOs for fiscal 2014 are:

As indicated above, during fiscal 2014, we hired Mr. Lain as our Executive Vice President and Chief Operating Officer and Ms. Thiede as our Senior Vice President, Chief Human Resources Officer.  Also during fiscal 2014, Ms. Knudsen’s employment terminated.  She ceased serving as Executive Vice President, Merchandising, on January 31, 2014 and remained an employee through February 28, 2014 to facilitate a smooth transition of her responsibilities.  All other NEOs held their current positions throughout fiscal 2014 and to the present.

Fiscal 2014 Compensation Practices

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The remainder of this CD&A is organized into the following sections to thoroughly explain our executive compensation program:

Following this CD&A are compensation tables providing detailed executive compensation information, including the Summary Compensation Table with compensation information for the past three fiscal years.

Section 1: How We Design Executive Pay

Shareholder Engagement

The Compensation Committee, the Board and executive leadership are committed to considering the perspectives of our shareholders on all aspects of our business, including executive compensation. In the past three years, the Compensation Committee conducted a thorough review of our executive compensation programs and made many changes to demonstrate our commitment to incorporating shareholder feedback, updating our executive compensation programs to ensure that they meet our evolving business strategy, and directly aligning pay with performance as well as the market.

We have had ongoing dialogue with a number of our major shareholders about our compensation programs. The themes from those conversations were:

·                  An emphasis on pay for performance;

·                  A significant portion of compensation tied to shareholder value creation over the long term;

·                  Meaningful stock ownership levels to align executives and shareholders;

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·                  A commitment to our strategic initiatives to execute our business transformation (e.g., field restructuring and focus on leadership at the salon level);

·                  The importance of retaining our new leadership team to execute through the turnaround; and

·                  Our uses of capital and new capital allocation policy to ensure the highest return to shareholders.

We believe that our compensation practices have been supported by our shareholders, as evidenced by the results of our annual say-on-pay votes in 2012 and 2013, which were approved by 94% and 97%, respectively, of the votes cast on the proposals.  Our Compensation Committee and Board viewed these votes as an endorsement of the new direction of our executive compensation programs and policies, and we remain committed to that direction.

In addition, Daniel Beltzman of Birch Run Capital, our largest shareholder, is a member of our Compensation Committee. His perspective as a major shareholder is therefore always a part of the Committee’s decision-making.

Our Compensation Committee and Board remain committed to engaging with our shareholders to discuss our executive compensation programs, seeking shareholder input and improving the ability of our compensation programs to motivate our executives to drive long-term shareholder returns.

Compensation Philosophy

In fiscal 2014, the Committee confirmed its compensation philosophy centered on the following guiding principles:

·                  Generally target total direct compensation at the market median, with the following considerations:

·                  Achieving our desired competitive position will occur over time and will consider not only the total program value, but also the reward vehicles that are used (i.e., performance-based incentives versus fixed benefits).

·                  Moving toward the market median will consider our size and performance relative to peers (noted below) to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance.

·                  Align pay with performance in a compensation portfolio that focuses on sales, profitability and absolute stock price appreciation. Specifically:

·                  Annual incentives focus on adjusted EBITDA and same-store sales.

·                  Long-term incentives include a performance-based component (PSUs) focusing on adjusted EBITDA and same-store sales (40%), a stock-settled stock appreciation right (SAR) component (40%) and a restricted stock (RSU) component (20%), a combination that incentivizes stock ownership to align management and shareholders and minimizes the use of strictly time-based awards to emphasize performance.

·                  Maintain a minimal value of benefits and perquisites to support the desired performance-orientation of the compensation program and align with market practices.

The Committee also recognizes the need to remain flexible to address particular circumstances as they arise so that we can maintain competitive to retain talent and incentivize executives to achieve our current strategic objectives.

Review of External Market Data

In setting executive compensation for fiscal 2014 that aligned with our compensation philosophy, the Committee considered the practices in the external market. This market was defined by the Committee to be a peer group consisting of 18 companies, as well as other relevant broad retail industry data. These companies selected for the peer group (which are set forth below) represent similar industries and have annual revenues comparable to ours. In addition, the Committee considered broader retail market data as described in more detail below.

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In making overall compensation decisions, the Committee considers total direct compensation and each of the three elements of total direct compensation—base salary, annual non-equity incentives and long-term equity incentives—against the peer group data and against broader retail market data, each as presented by Towers Watson. The Committee selected the 18 companies below as our peer group (the “Peer Group”) in fiscal 2013 based on the following criteria:

·                  Companies in similar industries, particularly those operating in specialty retail with a high service emphasis and with franchise operations; and

·                  Companies with comparable annual revenues at that time, generally at one-half to two and one-half times Regis’ revenues, such that Regis’ revenues, gross profit and number of employees were above the median of the peer group in each of those areas.

In fiscal 2014, the Committee determined to use the same Peer Group, finding that these companies continued to serve as a reasonable comparison to the Company.

·                  Advance Auto Parts, Inc.

·                  Boyd Gaming Corp.

·                  Brinker International, Inc.

·                  Outerwall, Inc. (f/k/a Coinstar, Inc.)

·                  Cracker Barrel Old Country Store

·                  DineEquity, Inc.

·                  Fossil Group, Inc. (f/k/a Fossil, Inc.)

·                  Fred’s, Inc.

·                  Keurig Green Mountain, Inc. (f/k/a Green Mountain Coffee Roasters Inc.)

·                  H&R Block, Inc.

·                  Jack in the Box, Inc.

·                  Panera Bread Co.

·                  Penn National Gaming, Inc.

·                  Revlon, Inc.

·                  Sally Beauty Holdings, Inc.

·                  Service Corporation International

·                  The Cheesecake Factory, Inc.

·                  Ulta Salon, Cosmetics & Fragrance, Inc.

Note that Fossil Group, Inc. is excluded for purposes of benchmarking Chief Executive Officer compensation because its chief executive officer does not receive any annual compensation.

The Committee received comparative compensation information for persons with the same or comparable job titles at the companies in the Peer Group as those titles held by our executive officers (e.g., Chief Executive Officer, Chief Financial Officer), as well as total compensation provided to all NEOs. In addition, the Committee received broader retail market data from multiple survey sources, which were adjusted to Regis’ revenue size (approximately $2.1 billion at that time). Additional survey sources considered included: Towers Watson Compensation DataBank—Retail Industry; Towers Watson Compensation Survey Report—Retail Industry; Mercer Retail Industry Survey; and the Hay Group Retail Executive Survey.  The Peer Group data served as the primary comparison for the Chief Executive Officer and Chief Financial Officer positions, and the data from the other survey sources were the primary comparison for the other executive officer positions as aligning comparable job titles for the broader group is difficult to do among the more limited data available from the Peer Group.

Role of the Compensation Committee

The Committee is charged with developing and administering the base salary, annual and long-term incentive, and benefit programs for our executive officers. Our annual incentive program is typically referred to as our “bonus” program and it is reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. In developing our compensation programs, a basic objective for the Committee was that the total compensation awarded to the NEOs be fair, reasonable and competitive in relation to the median compensation for similar positions within our Peer Group, as identified above, as well as in the broader retail market. This objective is consistent with our executive pay philosophy.

The primary purpose of the Committee is to discharge the responsibilities of the Board relating to the compensation of our executive officers. Accordingly, the primary duties and responsibilities of the Committee are:

·                  to determine and approve, or make recommendations to the Board with respect to, the compensation of all executive officers; and

·                  to consider and recommend the structure of, and changes to, our incentive compensation, equity-based plans and benefit programs.

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Role of Executive Officers in Compensation Decisions

The Committee believes that in order for our executive compensation programs to be effective, management must have an opportunity to provide input. Committee meetings during fiscal 2014 were regularly attended by our Chief Executive Officer; Executive Vice President, Chief Administrative Officer and General Counsel; our new Senior Vice President, Chief Human Resources Officer after she joined the company in fiscal 2014; and other executives as needed. In particular, our Chief Executive Officer has an opportunity to present materials and discuss management’s views regarding compensation issues. Our Chief Executive Officer furnishes his input to the Committee on the compensation of the Company’s executive officers, including the other NEOs, and he may be present during deliberations and voting on the other executives’ compensation. However, our Chief Executive Officer may not be present during deliberations and voting regarding his own compensation or during other executive sessions of the Committee.

Role of the Independent Compensation Consultant

As stated above, the Compensation Committee engaged Towers Watson as an independent consulting firm to provide executive compensation consulting services to the Committee. The Committee has assessed Towers Watson’s independence pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Towers Watson from independently representing the Committee.

In advising the Committee, Towers Watson prepared competitive pay analyses regarding both the Peer Group and the broader retail market for the elements of annual compensation, and provides information on our performance compared to the Peer Group. Based on these analyses, Towers Watson advised the Committee on the level and design of the annual compensation programs for our executive officers. The Chairperson of the Committee worked directly with Towers Watson to determine the scope of the work needed to assist the Committee in its decision-making processes. Towers Watson worked with management, at the direction of the Committee, to fully understand the future business direction, the historic, current and desired future direction of our pay policies and practices, as well as to facilitate the development of our compensation strategies, including the approach to determining compensation levels.

Section 2: Elements of the Executive Compensation Program

Total Direct Compensation

The compensation and benefits programs for our NEOs are intended to work together toward the alignment with shareholder interests, as well as the retention and motivation of the executive talent required to successfully manage and grow our business and to achieve our short- and long-term business objectives. Individual elements of our compensation packages are designed for different purposes. For fiscal 2014, the elements of compensation for our NEOs were base salary, annual non-equity incentive compensation (bonus), long-term equity incentive compensation and benefits. As previously stated, the Committee has a total direct compensation (i.e., base salary + annual and long-term incentives) executive pay philosophy that aims to provide an aggregate compensation package opportunity that is competitive around the median of the market relative to both our Peer Group and the broader retail market covered by the industry-specific survey data, while individual compensation elements may exceed or lag the market median. To this end, the Committee established the target amount and mix of base salary and incentive compensation by referencing market practices for total direct compensation and for each element, subject to adjustments in the Committee’s discretion based on company-wide and individual position and performance factors. In developing the total direct compensation package for an NEO, the Committee considered the internal relationship of pay across all executive positions. To tie compensation to performance, the Committee structured annual non-equity incentive compensation and the performance-based element of long-term incentive compensation in a manner that provided the opportunity to earn above market compensation for results above target, and below market compensation when the target is not achieved.

Total Direct Compensation for Fiscal 2014

The targeted levels of compensation that the Committee established were consistent with its compensation philosophy and support the organization’s move toward a market median position over time with an emphasis on performance-based pay and a reduced emphasis on the historical benefits component of the program. Total direct compensation for the NEOs who had been employed during fiscal year 2013 remained relatively flat for fiscal 2014.

As discussed further below, 2014 performance targets were not achieved.  In line with our philosophy of tying compensation to performance, our CEO did not earn any performance pay in 2014.  Limited discretionary compensation was provided to the NEOs other than the CEO who were employed at August 29, 2014, as discussed further below.

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Base Salary

The Committee views a competitive base salary as an important component to attract and retain executive talent. Base salaries also serve as a foundation for the annual non-equity incentive plan, which expresses the bonus opportunity as a percent of base salary.

The Committee strives to set a base salary that is appropriately competitive for each executive officer. After considering input from our Chief Executive Officer regarding the performance of the other NEOs, the Committee uses its judgment regarding individual responsibilities and performance, market competitiveness, length of service and other factors, including Company performance, that it deems relevant to determine the appropriate base salary and size of any salary increase for each NEO. This approach is applied for all executive officers.

Base Salary Decisions for Fiscal 2014

The base salaries paid in fiscal 2014 to each of our NEOs are shown under the “Salary” column of the Summary Compensation Table. In connection with Towers Watson’s review of our executive compensation in fiscal 2014, base salaries remained flat with fiscal 2013 base salaries.  The decision to maintain current base salary levels was consistent with the compensation philosophy described above, as the current base salary amounts were generally in line with the market median.

For Ms. Thiede and Mr. Lain, who joined the Company during fiscal 2014, their compensation packages were decided by the Committee after considering information including materials prepared by Towers Watson regarding market practices, the executive’s pay at their previous employer, their intended role in our Company’s executive team structure, and broader internal equity considerations. The table below provides the base salary information for each of the NEOs:

Annual Non-Equity Incentive Compensation

Annual non-equity incentive compensation (“AIC”) for our NEOs is determined each year under our Short Term Incentive Plan (the “Short Term Plan”). The AIC compensation earned by our NEOs for fiscal 2014 is reported under the Non-Equity Incentive Plan column of the Summary Compensation Table. AIC amounts are governed by the Short Term Plan and the AIC performance criteria and payout levels are set each year by the Committee, in accordance with the terms of the Short Term Plan. The target AIC compensation amounts are a percentage of base salary, as follows: 125% of salary for Mr. Hanrahan; 50% for Messrs. Spiegel and Bakken; and 45% for Mr. Lain, Ms. Thiede and Ms. Knudsen. For newly employed executive officers, bonus amounts are generally prorated to reflect their time at the Company.

Each year, the Committee evaluates our annual strategic plan to determine if the financial metrics are appropriate to measure achievement of our objectives and to motivate executives, and sets corresponding financial metrics to be included in the AIC awards.

Annual Incentive Decisions for Fiscal 2014

In fiscal 2014, the AIC program was designed to emphasize our focus on top line revenue, operations and adjusted EBITDA. For fiscal 2014, and consistent with fiscal 2013, 70% of the annual incentive compensation opportunity was based on achievement of adjusted EBITDA and 30% of the annual incentive compensation opportunity was based on same-store sales trend improvement.

The Committee provided for a payout of 100% of the target bonus for target-level performance. At maximum, a 200% of the target bonus payout is possible, while at minimum a payout of 50% of the target bonus was available for a threshold level of adjusted EBITDA performance and same-store sales performance. Payouts for achievement of levels between threshold and target or target and maximum would be calculated using straight-line interpolation. The Committee

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believed that the fiscal 2014 program was designed to reward executive officers for success in stabilizing revenue, while assuring a minimum level of profitability.

The adjusted EBITDA and same-store sales improvement thresholds were not achieved for fiscal 2014, so no annual incentive compensation payouts were earned for fiscal 2014, other than certain guaranteed incentive payouts and discretionary payouts described below. The adjusted EBITDA and same-store sales improvement levels and actual results for fiscal 2014 were as follows:

Adjusted EBITDA is EBITDA adjusted for certain discrete impairment charges, expenses and benefits, consistent with the adjusted EBITDA we report in our earnings releases. For fiscal 2014, adjusted EBITDA was calculated as EBITDA, excluding the following:

·                  Equity in (loss) income of affiliated companies;

·                  Income tax benefit associated with a discontinued operation;

·                  Goodwill impairment charge associated with the Regis salon concept;

·                  Professional fees associated with the evaluation and sale of non-core assets;

·                  Deferred compensation adjustments associated with the Company’s former Vice Chairman;

·                  Self-insurance reserve adjustments associated with our prior year reserves;

·                  Legal fees related to one-time activities; and

·                  Inventory reserve adjustment related to standardizing plan-o-grams and eliminating products.

Mr. Hanrahan, our CEO, asked the Committee to recognize the rest of his executive management team, most of whom had been recruited to join our company from successful organizations since 2012, for their hard work laying the groundwork for a business turnaround. The Committee considered that no annual incentive cash payouts were earned for either fiscal 2013 or fiscal 2014, and the competitive environment for talent. The Committee felt that the new executive management team had laid the foundation for future success for the Company and was best positioned to continue to lead the Company through its turnaround. Therefore, the Committee approved special discretionary bonuses for the NEOs employed at August 29, 2014 (with the exception of Mr. Hanrahan, the CEO, who did not receive any performance-based compensation for fiscal year 2014) generally equal to one-half of the NEO’s target annual incentive award, as set forth in the table below. To tie these awards to retention, they are subject to a clawback requiring the NEO to repay the full amount of the award to the Company if the NEO’s employment terminates prior to the third anniversary of the award date, except that the award does not need to be paid back if the NEO’s employment is terminated by the Company or terminates due to death, disability, retirement, or for good reason under the NEO’s employment agreement.

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(1)         Mr. Lain’s bonus opportunity was prorated to reflect his November 11, 2013 start date, and then his bonus was paid at target.

(2)         Ms. Thiede was entitled to a guaranteed bonus, at target, pursuant to her employment agreement.

(3)         Ms. Knudsen’s employment terminated February 28, 2014.

In exercising its discretion to provide these payouts, the Committee considered the new executive management team’s achievement of the following Board-supported strategic objectives:

·                  Successful restructuring of the field organization to improve accountability, oversight, management, and leadership at the salon level.

·                  Implementation and improvement of the performance and usability of SuperSalon POS to deliver efficiencies in transaction processing in the salons and enable better measurement and management of salon operations;

·                  Addition of key members of the management team, including the Company’s first-ever Chief Human Resources Officer, a Chief Operating Officer, and Vice President of Asset Protection, as well as new leadership teams in field operations and salon support;

·                  Completion of talent assessments and development of training programs to grow and empower talent in the salons;

·                  Successful rollout and adoption of the performance management system down to the stylist level;

·                  Emphasis on cost savings initiatives throughout the organization;

·                  Strengthening of the balance sheet to provide liquidity and flexibility to affect the turnaround;

·                  Implementation of 4DX in the field operations to create accountability and focus on improving guest traffic and retail sales;

·                  Issuance of a new capital allocation policy resulting in simplified capital structure;

·                  Significant progress in marketing platforms, in both mobile app and guest satisfaction tools;

·                  Growth in our franchise business;

·                  Strengthened relationships with key strategic partners; and

·                  Improvement seen in the fourth quarter of fiscal 2014 in same-store sales and other metrics compared to full-year 2014.

Long-Term Incentive Compensation

The Committee considers equity-based long-term incentive compensation (“LTI”) to be critical to the alignment of executive compensation with the creation of shareholder value. Our long-term equity incentive compensation awards are granted pursuant to our Long Term Plan. In fiscal 2012, there were no annual LTI grants; rather, such grants were deferred until fiscal 2013 and were made in August 2012. As a result, the fiscal 2013 awards were made at 133% of the targeted value as a one-time adjustment for the deferred timing (reflective of a new annualized award schedule).  Values for fiscal 2014 LTI awards returned to a normal schedule and were granted at the targeted value.

For our equity awards, the grant date for the awards is the date the grant becomes effective. The exercise price of any stock option or stock appreciation right grant is the closing price of a share of our Common Stock on the grant date. From time to time, the Committee may also make grants under other special circumstances, such as recruiting new executive talent, upon the promotion of an executive, and to retain key individuals.

Special Performance Unit Grants in August 2013

Fiscal 2013 was the first year in a significant turnaround for the Company, and the performance targets set in August 2012 for fiscal 2013 compensation did not fully reflect the input of the new CEO whose tenure (and, accordingly, experience with the Company’s operations) at the time the performance targets were set was too brief to benefit from a full assessment of the directional needs of the Company. After completing such assessment, and in an effort to accelerate the Company’s

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turnaround, the executive leadership team and Board implemented several significant initiatives focused on the long-term success of the Company that negatively impacted our financial results in the near term. The initiatives were nonetheless completed with much hard work on the part of the Company’s executive team and other employees. In order to recognize the important work the executive team accomplished in the effort to reorganize the Company and to lay the groundwork that we believe will lead to long-term strategic success, and to retain and incentivize them to continue their work toward these objectives, the Committee resolved, in August 2013, to grant special discretionary performance unit awards to the executive officers. The awards to the executive officers were themselves performance based, and will cliff vest, if at all, at the end of the three-year performance period, thereby demonstrating the Committee’s expectation that the executives remain with the Company to recognize value from the grants if the foundational initiatives undertaken are successful.

The value of the performance units for the executive officers was determined by the Committee based on its assessment of each individual’s performance and contributions to the strategic and organizational actions implemented in furtherance of the Company’s long-term turnaround objectives over the last year and their expected contributions during a three-year performance period. In all instances, the value of the special performance units was less than the payouts they would have received had the annual non-equity incentive awards and performance units been earned at the target level. Specifically, the value of the new performance unit awards ranged between 50% (in the case of Ms. Knudsen) and 85% (in the case of Mr. Bakken) of the cumulative payouts they would have received under the annual non-equity incentive awards and the fiscal year 2013 performance unit awards had they been earned at the target level and, in the case of Messrs. Hanrahan and Spiegel, 85% of the payout they would have received under the fiscal year 2013 performance unit awards had they been earned at the target level (pursuant to their employment agreements, Messrs. Hanrahan and Spiegel were entitled to guaranteed payouts for their annual non-equity incentive awards). Provided that the executive officer remains employed with the Company three years from the date of grant, the performance units will vest in full on such date if certain performance goals, which are based on adjusted EBITDA targets over the three-year performance period, are achieved. In recognition that Ms. Thiede joined the Company soon after these awards were made, she received a special performance unit grant under the same performance metrics upon hire.  Mr. Lain did not receive a special performance unit grant.

Though these awards have a three-year performance period, given fiscal 2014 performance against the cumulative EBITDA performance metric, we do not currently expect any of these awards to be earned. Accordingly, the Company has no unrecognized expense related to PSUs as of June 30, 2014.

Long-Term Incentive Decisions for Fiscal 2014

As mentioned above, the Company’s annual LTI awards include a targeted mix of long-term incentive vehicles as follows: 40% performance units, 40% stock appreciation rights (“SARs”) and 20% restricted stock units. The terms of these awards are described in more detail below in the narrative accompanying the Grants of Plan-Based Awards in 2014 table.

The performance units are earned using the same performance measures and targets described in the AIC section, with possible payouts ranging from 50% to 200% of the number of performance units. If the performance units are earned, they are settled in stock units and are subject to two additional years of time-based vesting.

LTI awards to our NEOs for fiscal 2014 were as follows:

(1)                                 Mr. Lain’s awards were prorated based on his employment commencement date of November 11, 2013.

(2)                                 Certain of the awards granted to Ms. Knudsen were forfeited in connection with the termination of her employment on February 28, 2014 as disclosed below.

The performance goals established for the performance units granted to our NEOs in fiscal 2014 were not achieved during the performance period, and therefore no performance units were earned by our NEOs in fiscal 2014.

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In fiscal 2014, the Committee also made special, one-time LTI awards intended as sign-on awards to Mr. Lain and Ms. Thiede, which are discussed below.

Special Retention Restricted Stock Unit Grants in August 2014

As indicated above, the NEOs did not earn the performance unit portion of the long-term incentive awards for fiscal 2014 due to financial performance that was below the thresholds set at the beginning of fiscal 2014. Also as indicated above, fiscal 2014 continued the Company’s turnaround efforts and resulted in the accomplishment of several significant strategic objectives.  The CEO requested, and the Committee determined, to grant special discretionary retention restricted stock units to the NEOs, other than the Chief Executive Officer, in August 2014 in order to recognize the important work the executive team accomplished in the effort to reorganize the Company and to lay the groundwork that we believe will lead to long-term strategic success, and to retain and incentivize them to continue their work toward these objectives. The special retention restricted stock units will cliff vest at the end of a three-year period if the NEO remains employed, thereby demonstrating the Committee’s expectation that the executives remain with the Company to recognize value from the grants if the foundational initiatives undertaken are successful. Other than the three-year cliff vesting, the RSU have the same terms, including treatment upon termination, as the RSUs granted as part of our annual long-term incentives.

The value of the special retention restricted stock units is equal to approximately 50% of the target level of the performance unit portion of the fiscal 2014 long-term incentive award. Awards of restricted stock units equal to that value were made based on the fair market value on August 29, 2014.  Accordingly, the values and number of shares of the restricted stock units for each NEO is: Mr. Spiegel ($80,000, 5,294 shares), Mr. Bakken ($80,000, 5,294 shares), Mr. Lain ($60,000, 3,970 shares), and Ms. Thiede ($50,000, 3,309 shares).  Ms. Knudsen, whose employment terminated in February 2014, and Mr. Hanrahan, our CEO, did not receive special retention restricted stock unit awards.

Total Realized Compensation

The following chart illustrates the value of the total direct compensation, including both annual non-equity incentive and long-term equity incentives that would have been received at target under the Short-Term Plan and Long-Term Plan versus the value that was actually received by our executives, including discretionary grants. While the first column for each fiscal year represents target opportunities, the middle columns illustrate the value that was earned by the executives pursuant to the Compensation Committee decisions described above, including discretionary grants of PSUs for FY13 and awards of SARs, as well as guaranteed bonuses for the executives newly joining our company. The third column for each fiscal year presents the value of these awards to the executives as of September 2, 2014, reflecting the fact that Mr. Hanrahan received no performance-based compensation for fiscal 2014, and while the other NEOs received some discretionary compensation, the value received remained well below target because the fiscal 2013 and 2014 PSU grants were not earned, the fiscal 2013 and 2014 SARs grants are underwater, and the value of the RSUs have decreased with the Company’s stock price. Values are shown as of September 2, 2014 rather than fiscal year-end in order to include the special retention restricted stock unit awards made to the NEOs other than the CEO on August 29, 2014.

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(1)         For purposes of this chart, the “Full-Year Other NEOs” for fiscal year 2013 were Messrs. Spiegel and Bakken. Average amounts shown without breakdown are: within Target, equity values of RSUs of $48,333, SARs of $96,667, and PSUs of $96,667; within Actual Awards, Bonus is equal to the guaranteed bonus of $58,334 (due to guaranteed bonus paid to Mr. Spiegel), and awarded equity values were $48,333 in RSUs and $96,667 in SARs (under the Long Term Plan), and $192,950 in special performance unit grants. Value of equity at September 2, 2014 was $27,137 in vested RSUs and $24,349 in unvested RSUs. This chart excludes a special one-time equity grant made to Mr. Bakken in fiscal 2013 to compensate him for the elimination of certain contractual tax gross-ups on insurance benefits.

(2)         For purposes of this chart, the “Full-Year Other NEOs” for fiscal year 2014 were Messrs. Spiegel, Bakken, and Lain and Ms. Thiede. Average amounts shown without breakdown are: within Target, equity values of RSUs of $48,333, SARs of $96,667, and PSUs of $96,667; within Actual Awards, bonus includes guaranteed bonus of $35,438 (due to guaranteed bonus paid to Ms. Thiede) and $110,833 in discretionary bonus (due to discretionary bonuses paid to Messrs. Spiegel, Bakken and Lain); awarded equity values are $62,500 in RSUs and 125,000 in SARs (under the Long Term Plan). Value of equity at September 2, 2014 included $10,435 in vested RSUs and $48,412 in unvested RSUs. Sign-on bonuses and special equity awards to Mr. Lain and Ms. Theide in connection with the commencement of employment have been excluded from the table for comparison purposes.

We believe that the above chart demonstrates that, notwithstanding the discretionary grants approved by the Compensation Committee in the past two years, actual total direct compensation received by our NEOs remains well below target.

Benefits

Consistent with our current compensation philosophy, we provide minimal benefits that align with the market median and with current market practices. The benefits we provided our NEOs in fiscal 2014 are summarized in the footnotes to the Summary Compensation Table or are otherwise reported in the accompanying tables, including footnotes. Current benefits for our NEOs include core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance, and long-term disability coverage).

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Prior to fiscal 2013, we also provided certain supplemental retirement benefits, additional life insurance benefits and certain gross-up payments. Where applicable, these benefits are described below under “Summary of Executive Agreements.” These benefits were eliminated or frozen prior to fiscal 2013, and continue to be provided only in the case of certain grandfathered agreements, as described below. Related to this, in fiscal 2012, the Committee determined to discontinue but grandfather existing arrangements under the Company’s executive life insurance program, which provides employer-paid whole life premium payments for a select group of senior executives, up to a total of ten payments. In arriving at the decision to grandfather existing arrangements, the Committee considered the importance of this benefit as a retirement vehicle and the potential dissatisfaction that could result from eliminating the benefit.

Section 3: Additional Compensation and Governance Related Items

Compensation Governance

Our Compensation Committee remains committed to continued reviews, revisions and maintenance of best practices related to our executive compensation programs, including:

·                  Obtaining advice and recommendations from an independent compensation consultant that reports directly to our Compensation Committee;

·                  Implementing our “clawback” policy and possibly extending it to other forms of compensation in the future;

·                  Monitoring compliance with our current stock ownership guidelines to provide for meaningful stock ownership by our executive officers and directors;

·                  Prohibiting our employees, officers and directors from engaging in transactions that “hedge” their investments in our stock; and

·                  Submitting our executive compensation to an advisory vote by shareholders every year.

Stock Ownership by Named Executive Officers

The Board believes that each of our officers who has reached the level of Senior Vice President or above should be a shareholder and should have a significant financial stake in the Company. Accordingly, the Committee adopted stock ownership requirements, which are reflected in our Corporate Governance Guidelines, requiring each officer to hold Regis common stock having a fair market value equal to a multiple of their base salary, as set forth below:

·                  Chief Executive Officer—3x annual base salary

·                  Executive Vice President—2x annual base salary

·                  Senior Vice President—1x annual base salary

The current stock ownership requirements were established in April 2013. The guidelines require officers to retain at least 75% of the shares received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the stock ownership requirement is satisfied. All shares beneficially owned by an officer are included in the calculation, provided that shares subject to performance-based vesting conditions and shares subject to unexercised stock options and SARs shall not be included. For purposes of the stock ownership calculation, the shares are valued at the greater of (i) the average closing price of a share of the Company’s common stock during the most recent fiscal year and (ii) the closing price on the last day of the most recent fiscal year. The table below sets forth the current stock ownership for each NEO who continues to serve as an executive officer:

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The Committee is responsible for measuring and monitoring compliance with these guidelines.

Our insider trading policy prohibits employees, including officers and directors, from engaging in any hedging transactions involving Company stock.

Post-Employment Compensation

Pursuant to their employment agreements, all of our NEOs are entitled to certain compensation and other benefits if their employment terminates due to certain articulated reasons (including in connection with a change in control), as described below under “Summary of Executive Agreements.” The employment agreements with our NEOs contain covenants not to compete or solicit, as well as confidentiality provisions, that the Committee considers especially valuable in the event of an executive’s termination of employment. Unlike prior employment agreements, the new employment agreements provide for payment of post-termination payments in installments over time, and the payments are conditioned upon signing and not rescinding a release of claims and continuing compliance with the restrictive covenants in the employment agreement. In addition, the severance payments will be offset by any compensation the executive officer receives from other employment during the severance period.

The Committee and the Board recognize the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with any rumored or actual change in control of the Company. Accordingly, the Committee and Board have structured change in control provisions to incentivize executives to remain employed while a transaction is under consideration or pending, and not to favor one transaction structure over another merely because of the impact on the executive’s compensation.

These provisions are discussed in the section captioned “Summary of Executive Agreements.”

2014 Events Related to Senior Management Changes and Post-Employment Agreements

In fiscal 2014, we entered into employment agreements with each of our new NEOs, Mr. Lain and Ms. Thiede. These agreements were generally consistent with the terms of the agreements in place with our other NEOs, but contained certain additional provisions.

Pursuant to his employment agreement, Mr. Lain received a $130,000 sign-on bonus that must be repaid to us if he leaves the Company under certain circumstances, such as termination for cause or termination without good reason, within three years of his commencement of employment. He also received a special equity award of restricted stock units valued at $560,000 that will vest in full at the end of five years if he remains employed by the Company. The Company also provided certain relocation benefits to Mr. Lain.  Upon hire, Mr. Lain also received prorated equity awards consistent with the Company’s Long-Term Plan arrangements for senior executives for the fiscal year ended June 30, 2014.

Pursuant to her employment agreement, Ms. Thiede received a $108,250 sign-on bonus that must be repaid to us if she leaves the Company under certain circumstances, such as termination for cause or termination without good reason, within three years of her commencement of employment. She also received a special equity award of restricted stock units valued at $435,000 that will vest in full at the end of five years if she remains employed by the Company. In addition, her target annual incentive award for fiscal 2014 was guaranteed.  Upon hire, Ms. Thiede also received equity awards consistent with the Company’s Long-Term Plan arrangements for senior executives for the fiscal year ended June 30, 2014, as well as a special performance unit grant consistent with that received by other executives, as discussed above.

In connection with the termination of Ms. Knudsen’s employment, we entered into a separation agreement with her that primarily conveys the terms of the severance she was entitled to receive under her employment agreement.  In addition to the severance benefits available to her under her employment agreement, we also agreed to pay for outplacement services for her in an amount not to exceed $10,000. She is also eligible for an additional discretionary payment of up to $100,000 to be paid in a lump sum on the first regular payroll period date after February 28, 2015, the amount of which payment, if any, will be determined in the sole discretion of the Committee.  Finally, the Committee agreed to accelerate the vesting of one of her equity awards which was scheduled to vest on March 1, 2014 in recognition of her service through February 28, 2014, one day before the scheduled vesting date of that award.

The terms of these employment and separation agreements are described in more detail below under “Summary of Executive Agreements.”

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Deductibility of Executive Compensation

Code Section 162(m) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to a company’s chief executive officer or any of its three other most highly compensated executive officers (other than its chief financial officer) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders). The Committee’s policy is to design compensation programs that further the best interests of the Company and our shareholders and that preserve the tax deductibility of compensation expenses. Non-equity incentive compensation paid to executive officers under the Short Term Plan and stock options, SARs and performance share units awarded under the Long Term Plan are designed to qualify as performance-based compensation. The Committee also believes, however, that it must maintain the flexibility to take actions which it deems to be in our best interests but which may not qualify for tax deductibility under Section 162(m). In this regard, the Committee recognizes that if the amount of base salary and any other compensation that is not determined to be performance-based under Section 162(m), such as time-vested restricted stock, guaranteed bonuses for new executives or discretionary bonus payouts, for any of our executive officers exceeds $1 million, any amounts over $1 million will not be deductible for federal income tax purposes.  The amount of any non-deductible compensation has not had a material impact on our consolidated tax position.

As required under the tax rules, we must obtain shareholder approval of the material terms of the performance goals for qualifying performance-based compensation every five years. We last requested and received shareholder approval of the Short Term Plan in 2009, and we are seeking re-approval of that plan at the Annual Meeting.  We last requested and received shareholder approval of the Long Term Plan in 2010, and shareholders approved an extension of the term of the Long Term Plan in 2013.

Regulatory Considerations

The Committee considered (i) the impact of the $1 million limit on the deductibility of non-performance based compensation imposed by Code Section 162(m), (ii) the accounting treatment of various types of equity-based compensation under Accounting Standards Codification (ASC) Topic 718, and (iii) the non-deductibility of excess parachute tax payments under Code Section 280G (and the related excise tax imposed on covered employees under Code Section 4999 as described above under “Gross-Up Payments”) in its design of executive compensation programs. In addition, the Committee considered other tax and accounting provisions in developing the compensation programs for our NEOs. These included the special rules applicable to non-qualified deferred compensation arrangements under Code Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Committee strove to compensate our NEOs in a manner that produced favorable tax and accounting treatment, its main objective was to develop fair and equitable compensation arrangements that appropriately motivate, reward and retain those executives.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the management of the Company. Based on its review and related discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

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SUMMARY COMPENSATION TABLE

The following table shows, for our principal executive officer, our principal financial officer, and the three other most highly compensated executive officers of Regis in fiscal year 2014, and one former executive officer who would have been among the three other most highly compensated executive officers except that her employment terminated prior to year end (together referred to as the Named Executive Officers or “NEOs”), information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2014, 2013 and 2012.

(1)                                     Includes amounts provided to the NEOs in the form of a modest perquisite allowance of approximately $32,000 per NEO that primarily covers an automobile allowance. The entire allowance is paid to the NEOs regardless of whether they spend the entire amount on automobile expenses and, therefore, is reported as base salary; however, the allowance amount is not included as base salary for purposes of determining other compensation and benefits amounts.

(2)                                     The amounts for fiscal 2014 for Mr. Spiegel and Mr. Bakken represent discretionary bonuses, which were paid to certain of the NEOs other than the CEO in August 2014, as described above in CD&A under “—Annual Incentive Decisions for Fiscal 2014.” The fiscal 2014 amount for Mr. Lain represents a sign-on payment of $130,000 made in connection with the commencement of his employment, plus a discretionary bonus of $120,000 paid in August 2014. The fiscal 2014 amount for Ms. Thiede represents a sign-on payment of $108,250 made in connection with the commencement of her employment, plus a guaranteed bonus of $141,750 made pursuant to the terms of her employment agreement and paid in August 2014. Amounts for Messrs. Hanrahan and Spiegel for fiscal 2013 represent payouts of guaranteed bonus payments made pursuant to the terms of their employment agreements.

(3)                                     Values expressed represent the aggregate grant date fair value of stock or option awards granted in each fiscal year, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 for a description of the assumptions used in calculating these amounts.

The grant date fair values for stock awards for the fiscal year ended June 30, 2014 include:

·                    Performance units that were granted, but did not vest and thus were forfeited, in the following amounts: Mr. Hanrahan—$889,997; Mr. Spiegel—$159,993; Mr. Bakken—$159,993; Mr. Lain—$76,260; Ms. Thiede —$99,993; and Ms. Knudsen—$79,989. The grant date fair values of these awards assumed that the target level achievement would be attained. If the grant date fair values had been calculated assuming the maximum level of achievement, the grant date fair values would have been: Mr. Hanrahan—$1,779,994; Mr. Spiegel—$319,986; Mr. Bakken—$319,986; Mr. Lain—$152,520; Ms. Thiede —$199,986; and Ms. Knudsen—$159,978.

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·                    Special performance units that were granted in recognition of turnaround objectives achieved during fiscal 2013 and granted in August 2013, in the following amounts:  Mr. Hanrahan—$781,142; Mr. Spiegel—$79,042; Mr. Bakken—$306,842; Ms. Thiede —$124,495; and Ms. Knudsen—$144,497.  The awards will cliff vest, if at all, at the end of the three-year performance period ending June 30, 2016 based on achievement of adjusted EBITDA objectives for that period. We do not currently expect any of these awards to be earned. These awards are described in more detail above in CD&A under “—Special Performance Unit Grants in August 2013.” The grant date fair values of these awards assumed that the target level of achievement would be attained, which was the maximum that could be earned for these awards.

The grant date fair values for stock awards for the fiscal year ended June 30, 2013 include:

·                    A special one-time restricted stock grant made to Mr. Hanrahan valued at $2,126,297, cliff vesting five years after grant, which he received upon joining the Company.

·                    Performance units that were granted, but did not vest and thus were forfeited, in the following amounts:  Mr. Hanrahan—$919,000; Mr. Spiegel—$93,206; Mr. Bakken—$136,012; and Ms. Knudsen—$108,902. The grant date fair values of these awards assumed that the target level achievement would be attained. If the grant date fair values had been calculated assuming the maximum level of achievement, the grant date fair values would have been: Mr. Hanrahan—$1,838,000; Mr. Spiegel—$186,412; Mr. Bakken—$272,024; and Ms. Knudsen—$217,804.

(4)                                     Amounts represent the change in the present value of benefits under the pension plans.

(5)                                     The following table sets forth All Other Compensation amounts by type:

(a)                                      Mr. Spiegel is entitled to travel expenses for commuting from Chicago to Minneapolis pursuant to his employment agreement.

(b)                                     Total All Other Compensation for Mr. Hanrahan, Mr. Spiegel, Mr. Bakken, Mr. Lain, Ms. Thiede and Ms. Knudsen also includes $25,822, $11,247, $676, $6,483, $8,867 and $2,523 of perquisites, respectively, which primarily relate to medical benefits, including the reimbursement of co-pay and other out-of-pocket expenses. Mr. Hanrahan’s Total All Other Compensation also includes $9,992 of relocation expenses paid during fiscal 2014, and Mr. Lain’s Total All Other Compensation also includes $9,117 of relocation expenses.

(c)                                      The severance amount for Ms. Knudsen includes a cash payment of $30,769 for accrued vacation time made in connection with her termination of employment on February 28, 2014. The severance amounts for Ms. Knudsen are described below under “Summary of Executive Agreements—Separation Agreement with Norma Knudsen, Former Executive Vice President, Merchandising.”

(6)                                     Mr. Hanrahan was appointed Chief Executive Officer effective August 6, 2012.

(7)                                     Mr. Spiegel was appointed Executive Vice President and Chief Financial Officer effective December 3, 2012.

(8)                                     Mr. Bakken was appointed Chief Administrative Officer effective April 29, 2013, and he also served as interim principal executive officer from July 1, 2012 until August 6, 2012.

(9)                                     Mr. Lain commenced employment on November 11, 2013.

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(10)                                Ms. Thiede commenced employment on October 21, 2013.

(11)                                Ms. Knudsen’s employment terminated effective February 28, 2014.

GRANTS OF PLAN-BASED AWARDS IN 2014

The following table sets forth certain information concerning plan-based awards granted to the Named Executive Officers during the fiscal year ended June 30, 2014. No options were repriced or materially modified during the fiscal year.