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

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

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

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

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

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

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•	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.

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•	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.

•	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.

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•	RSUs valued at $3 million, all of which cliff vest on the fifth anniversary of the date of grant; and

•	SARs valued at $2 million, all of which cliff vest on the fifth anniversary of the date of grant and have a seven year term. The SARs are divided equally into five tranches, as follows:

•	Aligned with shareholders

•	Sensitive to financial performance; and

•	Variable, with an emphasis on equity and stock ownership.

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•	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;

•	A commitment to our strategic initiatives to execute our business transformation (e.g., asset protection, leadership development, and technical training);

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

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

•	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 with shareholder interests by designing a compensation portfolio that pays for performance in sales and increases in cash flow per share, as we believe increasing cash flow per share is a leading indicator for

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•	Annual incentives focused on (i) adjusted EBITDA less CAPEX, as defined, over outstanding shares and (ii) same-store sales.

•	Long-term incentives are made up of three components (40% performance share units, 40% stock appreciation rights, and 20% restricted stock units), a combination that incentivizes stock ownership, aligns 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.

•	A peer group consisting of 18 companies; and

•	Other relevant broad retail industry data.

•	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.

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•	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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•	RSUs valued at $3 million, all of which cliff vest on the fifth anniversary of the date of grant; and

•	SARs valued at $2 million, all of which cliff vest on the fifth anniversary of the date of grant and have a seven year term. The SARs are divided equally into five tranches, as follows:

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•	Chief Executive Officer—3x annual base salary

•	Executive Vice President—2x annual base salary

•	Senior Vice President—1x annual base salary

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(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.

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Performance units that were granted in August 2014: Mr. Hanrahan—$899,997; Mr. Spiegel—$160,000; Mr. Bakken—$160,000; Mr. Lain—$139,994; and Ms. Passe —$160,000. 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—$1,799,994; Mr. Spiegel—$320,000; Mr. Bakken—$320,000; Mr. Lain—$279,988; and Ms. Passe —$320,000.

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•	A special one-time grant of restricted stock units and stock appreciation rights grant made to Mr. Hanrahan in January 2015 valued at $2,999,996 and $1,999,981, respectively; these awards cliff vest five years after grant and the stock appreciation rights expire seven years after grant.

•	Performance units that were granted, but were not earned and thus were forfeited, in the following amounts: Mr. Hanrahan—$889,997; Mr. Spiegel—$159,993; Mr. Bakken—$159,993; Mr. Lain—$76,260; and Ms. Passe —$159,993. The grant date fair values of these awards assumed that the target level achievement would be attained.

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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; and Ms. Passe—$198,718.  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. 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.

•	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 were not earned and thus were forfeited, in the following amounts:  Mr. Hanrahan—$919,000; Mr. Spiegel—$93,206; Mr. Bakken—$136,012; and Ms. Passe—$81,791. The grant date fair values of these awards assumed that the target level achievement would be attained.

(a)	The Company matches deferred compensation contributions up to $25,000 per calendar year.

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

(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.

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(1)	These amounts represent the potential target bonus amounts that were available to our executives for fiscal 2015 under the Short Term Plan as described under “Annual Incentive Decisions for Fiscal 2015” in the CD&A section of this Proxy Statement.

(2)	The option and stock awards were granted under the Long Term Plan.

(3)	Amounts are computed in accordance with FASB ASC Topic 718.

(4)	These amounts represent the threshold, target and maximum number of performance units that were available to our executives with respect to the fiscal 2015 performance unit award for the performance period ended June 30, 2015 as described under "Long Term Incentive Decisions for Fiscal 2015" in the CD&A section of this Proxy Statement.

(5)	These amounts represent the special restricted stock units that were granted in recognition of turnaround objectives achieved during fiscal 2014 and granted in August 2014.

(6)	This amount represents the restricted stock units that were granted in January 2015 to Mr. Hanrahan. See "Special Awards to Mr. Hanrahan in January 2015" in the CD&A section of this Proxy Statement.

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(7)	This amount represents the stock appreciation rights that were granted in January 2015 to Mr. Hanrahan. See "Special Awards to Mr. Hanrahan in January 2015" in the CD&A section of this Proxy Statement.

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Performance Units—The performance units are subject to both performance-based vesting and time-based vesting, described above in the CD&A under “—Long-Term Incentive Decisions for Fiscal 2015.” In the event of a termination of employment, unvested performance units are generally forfeited; provided, however, that a pro-rated amount of the performance units will pay out at the target level upon a participant’s death or disability and a pro-rated amount of the performance units will pay out based on actual performance at the end of the performance period upon a participant’s retirement, which is defined to mean termination at age 62 or after age 55 with 15 years or more of continuous service. Similarly, in the event of a change in control, a pro-rated amount of the performance units will pay out at the target level. The performance units earn dividend equivalents, but have no voting rights.

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SARs—The SARs vest as to one-third of the shares on each of the first three anniversaries of the date of grant and settle in the form of shares of common stock. In the event of a termination of employment, unvested SARs are generally forfeited; provided, however, that vesting is accelerated in the event of death, disability, retirement (defined as described above for performance units) and a change in control. The participant or his or her successor has one year to exercise the SARs in the event of death or disability and 90 days in the event of retirement or other termination of employment without cause. The SARs do not have any voting or dividend rights until the shares are vested and exercised.

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Restricted Stock Units—The restricted stock units vest as to one-third of the shares on each of the first three anniversaries of the date of grant. In the event of a termination of employment, unvested restricted stock units are generally forfeited; provided, however, that the vesting is accelerated in the event of death, disability or a change in control and a pro-rated amount of the units will vest in the event of retirement (defined as described above for performance units). The restricted stock units earn dividend equivalents, but have no voting rights.

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(1)	Stock award numbers include accrued dividend equivalents where applicable.

(2)	All awards of stock options and SARs expire ten years after the date of grant, except the SARs granted in January 2015 to Mr. Hanrahan expire seven years after the date of the grant.

(3)	Value based on a share price of $15.76, which was the last reported sale price for a share of our common stock on the NYSE on June 30, 2015.

(4)	Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was August 31, 2012.

(5)	Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was August 30, 2013.

(6)	Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was August 29, 2014.

(7)	Award vests in full on January 13, 2020.

(8)	Award vests in full on August 31, 2017.

(9)	Award vests in full if the closing price of our common stock (as reported on the NYSE) equals or exceeds $35.00 for any consecutive 20-day period until August 6, 2017. The restricted stock units terminate if they do not vest prior to August 6, 2017.

(10)

Amounts presented represent the threshold number of shares that may be earned with respect to the performance units granted on August 30, 2013 with a performance period ending June 30, 2016.  The maximum number of shares that may be earned under the award is as follows: Mr. Hanrahan—49,890; Mr. Spiegel—5,048; Mr. Bakken—19,598; and Ms. Passe—12,692. These awards are not expected to be earned due to financial performance that was below the thresholds set at the beginning of fiscal 2014.

(11)

Amounts presented represent the maximum number of shares that may be earned with respect to the performance units granted on August 29, 2014 with a performance period ended June 30, 2015.  The actual number of shares earned under the award, based on the actual level of achievement of the performance conditions, is as follows: Mr. Hanrahan—98,440; Mr. Spiegel—17,500; Mr. Bakken—17,500; Mr. Lain—15,312 and Ms. Passe—17,500. These units will cliff vest on August 29, 2017.

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(12)	Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was December 3, 2012.

(13)	Award vests in full on December 3, 2017.

(14)	Award vests in full on August 29, 2017.

(15)	Award vests as to 20% of the shares covered by the award on each of the first five anniversaries of the date of grant, which was April 28, 2011.

(16)	Award vests as to 30% of the shares covered by the award on each of the first two anniversaries of the date of grant, which is August 31, 2012, and 20% of the shares covered by the award on each of the third and fourth anniversaries of the date of grant.

(17)	Award vests as to 33% of the shares covered by the award on each of the first three anniversaries of the date of grant, which was November 11, 2013.

(18)	Award vests in full on November 11, 2018.

(1)	Value realized on exercise is calculated as difference between the market value of Regis Corporation common stock on the respective exercise date(s) and the exercise price of the option(s) on a pre-tax basis.

(2)	The number of shares acquired on exercise or vesting of stock awards includes shares that were forfeited for withholding tax obligations. The number of shares forfeited for each Named Executive Officer is reported below:

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•	Base Salary—Each NEO receives an annual base salary in the amount set forth above.  The base salary amounts are reviewed annually by the Compensation Committee and subject to adjustment.

•	Bonus—Each NEO is eligible for an annual incentive award.  The annual incentive award is set as a percentage of the NEO’s then-current base salary for achievement of target performance, but the actual payout may be less than or greater than such amount for actual performance that is less than or greater than target, respectively.

•	Long-Term Incentives—Each NEO is entitled to participate in the Company’s long-term equity incentive program on the same basis as the Company’s other executive officers, with the value of the awards being set annually by the Compensation Committee.

•	Life Insurance and Other Benefits—During the term of their employment, each NEO is entitled to life insurance and health and welfare benefits offered to other headquarters employees.

•	Termination of Employment Payments, Benefits and Other Obligations—The following section separately addresses benefits provided to the NEOs upon death or disability, termination without Cause or for Good Reason, termination for Cause or without Good Reason and termination after a Change in Control.

•	Death or Disability. Each NEO is entitled to his or her accrued compensation and obligations, including a pro rata bonus for the year of termination. Pursuant to standard provisions for such awards, the NEOs will receive full vesting of any unvested stock option, restricted stock/restricted stock units and other incentive awards.

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Dismissal without Cause or Resignation for Good Reason (Prior to or More than Twenty-Four Months Following a Change in Control). If an NEO is terminated without Cause or if he or she terminates for Good Reason, the NEO will receive an amount equal to one times his or her annual base salary (two times for Mr. Hanrahan) plus a prorated portion of any bonus he or she would have earned for the year of termination (based on actual performance), plus 12 months (18 months in the case of Mr. Hanrahan) of benefits continuation coverage.

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Dismissal without Cause or Resignation for Good Reason in Connection with a Change in Control. If Mr. Hanrahan, Mr. Spiegel, Mr. Bakken or Mr. Lain's employment is terminated without Cause or if he terminates for Good Reason within 24 months following a change of control, then he will instead receive an amount equal to two times base salary plus two times the target annual bonus for the year of termination, as well as 18 months of benefits continuation payments, subject to reduction pursuant to the “best of net” provisions in the employment agreements for Messrs. Hanrahan, Spiegel and Bakken. For Ms. Passe, the severance amount is the same as for any dismissal without Cause.

•	Dismissal for Cause or Resignation without Good Reason. The NEOs are entitled to accrued compensation and obligations where dismissal is for Cause. Severance benefits are not payable in the event of a termination of employment for Cause.

•	Provision for Offset of Severance—The severance payments will be paid over the course of the severance period and offset by any compensation an NEO receives from other employment during the severance period.

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•	Restrictive Covenants—The NEOs are subject to restrictive covenants prohibiting the disclosure or use of confidential information, along with two-year covenants regarding non-competition and non-solicitation of employees. Our remedies for violation of restrictive covenants include injunctive relief and forfeiture of severance benefits.

•	Mandatory Arbitration—Disputes arising under the Employment Agreements are to be resolved by binding arbitration.

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Guaranteed Bonuses—Mr. Hanrahan was guaranteed a bonus payout equal to 125% of his base salary (i.e., $1,062,500) for the Company’s fiscal year ended June 30, 2013, his first year of employment. Mr. Spiegel was guaranteed a bonus payout equal to 50% of his base salary for the Company’s fiscal year ended June 30, 2013, prorated for the portion of the fiscal year from December 1, 2012 through June 30, 2013 (i.e., $116,667), his first year of employment.

•	Sign-On Incentives—In addition to participation in the Company’s long-term equity incentive program, some of our NEOs received special bonus or equity awards upon their commencement of employment:

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Mr. Hanrahan received two special equity awards. The first grant consists of 118,062 shares of restricted stock that will vest in full at the end of five years, provided he is still employed with the Company on such date. The second grant consists of 20,000 restricted stock units that will vest if the Company’s stock trades at or above $35 for 20 consecutive trading days at some time during the five-year period beginning with his commencement of employment.

•	Mr. Spiegel received a special equity award of restricted stock units having a value equal to $400,000 that will vest in full at the end of five years, provided he is still employed with the Company on such date.

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Mr. Lain received a sign-on bonus equal to $130,000, which must be repaid to our company if he terminates employment under certain circumstances, such as termination without Good Reason within three years of his start date, and a special equity award of restricted stock units having a value equal to $560,000, which will vest in full at the end of five years, provided he is still employed with the Company on such date.

•	Ms. Passe received a sign-on bonus of $100,000.

•	Other Inducement Terms— For the year ended June 30, 2014, Mr. Lain was entitled, under his employment agreement, to receive a long-term incentive award valued at target at $300,000, prorated for the portion of the year he was employed.

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Commuting Expenses—During his period of employment and continuing until the earlier of (i) July 1, 2016 or (ii) such time as Mr. Spiegel moves his permanent residence from the Chicago, Illinois area to the Minneapolis/St. Paul, Minnesota metropolitan area, Mr. Spiegel is entitled to be reimbursed for one round-trip airline ticket from Chicago, Illinois to Minneapolis, Minnesota for each week that such travel is completed during this period.  Mr. Spiegel was reimbursed $29,391 for his commuting expenses in fiscal 2015.

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Relocation Expenses—In connection with Mr. Hanrahan’s appointment as Chief Executive Officer, Mr. Spiegel’s appointment as Chief Financial Officer and Mr. Lain’s appointment as Chief Operating Officer, they were entitled to reimbursement of certain relocation expenses.  Mr. Hanrahan relocated from Miami, Florida in fiscal 2013.  Mr. Spiegel will be entitled to these relocation benefits when he moves from the

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Retirement Benefits—Pursuant to certain grandfathered provisions of his employment agreement, upon retirement (at or after age 65), Mr. Bakken is entitled to receive a lump sum cash payment equal to the present value of a hypothetical annuity of monthly payments which are equal to the greater of $5,000 or 40% of his respective five-year average monthly compensation for the five-year period ending June 30, 2012 (i.e., July 1, 2007 through June 30, 2012), excluding bonuses (subject to a 20-year vesting schedule), to be paid for 240 months. Mr. Bakken’s agreement provides he will be entitled to the fully vested benefit if his employment is terminated without Cause or if he terminates for Good Reason at any time, and his agreement provides he will be entitled to the fully vested benefit if his employment terminates for any reason other than for Cause within two years of a Change in Control. Additionally, upon any termination following a Change in Control (except for Cause), he receives (i) the same retirement benefits described below, except that the lump-sum is equal to the sum of the payments due, determined as if he is fully vested, and (ii) a lump sum payment of any unpaid amounts described below under “Life Insurance.”

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Life Insurance—We agreed to pay premiums for a total of ten years on the existing policies insuring the lives of certain of our executive officers who were entitled to such benefits and were employed by the Company as of June 30, 2012. As of June 30, 2015, we have made all of the payments that we had agreed to pay on Mr. Bakken's policies. As of June 30, 2015, the aggregate face amount of Mr. Bakken’s policies is approximately $3.2 million.

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Cause—Acts resulting in a felony conviction that is materially detrimental to the financial interests of the Company; willful nonperformance by the executive of his material employment duties (other than by reason of physical or mental incapacity) after reasonable notice to the executive and reasonable opportunity (not less than 30 days) to cease such non-performance; or willful engagement in fraud or gross misconduct that is materially detrimental to the financial interests of the Company.

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Change in Control—A person is or becomes the beneficial owner of 20% or more of the outstanding common stock or outstanding voting securities of the Company; consummation of a merger or consolidation of the Company, a statutory share exchange or an acquisition of all or substantially all of the Company’s assets unless the beneficial owners of the Company’s outstanding voting securities immediately prior to the transaction beneficially own more than 50% of the voting power of the outstanding voting securities of the surviving entity in substantially the same proportions; or the incumbent directors cease to constitute at least a majority of the Board. Furthermore, in August 2014, the Board adopted an amendment providing that a Change in Control does not occur if a person becomes the beneficial owner of 20% or more of the outstanding common stock or outstanding voting securities of the Company solely as the result of a change in the aggregate number of shares of outstanding common stock or outstanding voting securities since the last date on which such person acquired beneficial ownership of any shares of common stock or voting securities.

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Good Reason—Assignment to the executive of duties inconsistent with his status or any adverse alteration in the executive’s reporting responsibilities, titles or offices; a material reduction of the executive’s base salary; failure by the Company to continue any compensation plan, bonus or incentive plan; material breach of the agreement by the Company; requirement that the executive’s principal place of employment be relocated by more than 30 miles from the Company’s current address; or the Company’s failure to obtain an agreement from any successor entity to assume the Company’s obligations under the agreement.

•	Disability—Physical or mental disability or health impairment that prevents the effective performance by the executive of his duties on a full time basis.

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(1)	Messrs. Hanrahan, Spiegel and Lain and Ms. Passe do not participate in the Company’s pension benefits program as it was frozen prior to the commencement of their employment.

(2)	Retirement benefits provided under the applicable employment agreement for each Named Executive Officer are described above under “Summary of Executive Agreements.”

(3)	The number of years of credited service shown for Mr. Bakken represents his actual years of service; however, for purposes of determining the value of their accumulated benefit, his years of credited service was frozen at 18.5 as described above.

(4)

The present value of pension benefits for Mr. Bakken is calculated based on the following assumptions: (i) freezing of the pension benefits as described above under “Summary of Executive Agreements—Retirement Plans and Arrangements,” (ii) expected retirement age of the later of (A) June 30, 2015 or (B) age 65, which is the earliest time a participant may retire without any benefit reduction due to age, and (iii) discount rate of 3.75%.

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(1)	The Company matches deferred compensation contributions up to $25,000 per calendar year.

(2)	The following amounts of contributions and earnings reflected in the table above have been reported in the current year or prior years’ Summary Compensation Tables as follows:

•	Voluntary termination or involuntary termination not related to a change in control;

•	Termination due to death;

•	Termination due to disability;

•	A change in control not involving an employment termination; and

•	Involuntary termination within twenty-four months after a change in control.

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(1)	Severance amounts in the event of Involuntary Termination Not Related to Change in Control represent a cash payment equal to two times annual base salary for Mr. Hanrahan and one times annual base salary for the other NEOs, plus a prorated portion of any bonus the executive officer would have earned for the year of termination, based on actual performance.

(2)	The severance amounts, in the event of an Involuntary Termination Related to a Change in Control, represent a cash payment equal to two times annual base salary plus two times the target annual bonus for the year of termination for Messrs. Hanrahan, Spiegel, Bakken and Lain. For Ms. Passe, the severance amount is the same as under an Involuntary Termination Not Related to a Change in Control.

(3)	The amount represents the estimated medical and dental insurance premiums for the applicable benefits continuation period following involuntary termination. If not related to a change in control, the continuation period is 18 months for Mr. Hanrahan and 12 months for other executive officers. If after a change in control, the period is increased to 18 months for Messrs. Spiegel, Bakken and Lain.

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(4)

Amounts represent the intrinsic value of stock appreciation rights (SARs), restricted stock units (RSUs), and performance unit awards (PSUs) as of June 30, 2015 for which the vesting would be accelerated. The value entered for SARs is based on the number of units for which vesting would be accelerated times the excess of $15.76, the closing price of the Company’s common stock on June 30, 2015 on the NYSE, over the SAR exercise price. The value included for restricted stock units is the product of the number of units for which vesting would be accelerated and $15.76. The value included for performance units granted in August 2013 is the product of the target number of shares for which pro-rata vesting would be accelerated and $15.76. The value included for the performance units granted in August 2014 is the product of the shares earned for fiscal 2015 (i.e. based on the performance outcome for fiscal 2015) and $15.76.

(5)	The amounts represent a lump sum cash payment equal to the present value of a hypothetical annuity of monthly benefits. The annuity amount and payment period vary according to the termination scenario, as described under “Summary of Executive Agreements— Employment Agreements—Historical Retirement and Life Insurance Benefits.”

•	An annual cash retainer of $70,000;

•	An annual cash retainer for the chairman of the Audit Committee of $15,000;

•	Annual cash retainers of $10,000 and $7,500 for the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee, respectively;

•	An annual grant of deferred stock units valued at $90,000, which vest monthly over a period of one year and pay out when the director leaves the Board; and

•	An annual grant of deferred stock units valued at $85,000 payable to our independent Chairman of the Board, which vest monthly over a period of one year and pay out when the Chairman leaves the Board.

(1)

Values expressed represent the aggregate grant date fair value of stock awards granted during fiscal 2015, 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, 2015 for a description of the assumptions used in calculating these amounts.

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(1)

Includes stock options granted under the Regis Corporation 2000 Stock Option Plan as well as shares granted through stock options, SARs and restricted stock units under the Long Term Plan. Information regarding the stock-based compensation plans is included in Notes 1 and 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.

(2)

The Company’s Long Term Plan provides for the issuance of a maximum of 6,750,000 shares of the Company’s Common Stock through stock options, SARs, restricted stock, or restricted stock units. As of June 30, 2015, 132,706 unvested restricted stock shares were outstanding under the Long Term Plan, which are not reflected in this table. As of June 30, 2015, there are 2,465,276 full value awards (restricted stock shares or units) or 2,723,213 partial value awards (stock options or SARs) included in the number of securities remaining available for future issuance under equity compensation plans as disclosed in this table. As of June 30, 2015, there were also 523,385 common shares available for issuance under the Company’s Stock Purchase Plan.

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•	Payment of compensation by the Company to a related party for the related party’s service to the Company as a director, officer or employee;

•	Transactions available to all employees or all shareholders of the Company on the same terms;

•	Transactions which, when aggregated with the amount of all other transactions between the Company and the related party or any entity in which the related party has an interest, involve less than $10,000 in a fiscal year; and

•	Transactions in the ordinary course of the Company’s business at the same prices and on the same terms as are made available to customers of the Company generally.

•	Whether the terms are fair to the Company;

•	Whether the transaction is material to the Company;

•	The role the related party has played in arranging the related party transaction;

•	The structure of the related party transaction; and

•	The interests of all related parties in the related party transaction.

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(1)

Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to restricted stock units which vest within 60 days: 128,019 shares by Mr. Hanrahan, 3,468 shares by Mr. Spiegel, 5.431 shares by Mr. Bakken, 1,544 shares by Mr. Lain, 4,226 shares by Ms. Passe, 909 shares by each of Messrs. Fogarty, Grissen, Light, Merriman, Beltzman, and Williams, and 1,769 shares by Mr. Watson.

(2)

Based on information in a Schedule 13D/A filed by Birch Run Capital Advisors, LP ("Birch Run") on August 22, 2014 and Form 4s filed by Mr. Beltzman on September 2, 2014 and March 17 and 18, 2015 reporting purchases by the Funds (as defined below), these securities are owned directly by Birch Run Capital Partners, L.P., Torch BRC, L.P. and Walnut BRC, L.P. (collectively, the “Funds”). Birch Run Capital Partners, L.P. is the record owner of 1,658,941 shares. Torch BRC, L.P. is the record owner of 3,962,648 shares. Walnut BRC, L.P. is the record owner of 5,033,581 shares. Birch Run Capital GP, LLC serves as the General Partner to Birch Run Capital Partners, L.P.; Walnut BRC GP, LLC serves as the General Partner to Walnut BRC, L.P.; and Torch BRC GP, LLC serves as the General Partner to Torch BRC, L.P. (collectively, "the General Partners"). Daniel Beltzman and Gregory Smith are the co-Managers of the General Partners. Furthermore, Birch Run Capital Advisors, LP ("the Advisor") serves as the registered investment adviser to the Funds. BRC Advisors GP, LLC (“Advisor GP”) serves as General Partner to the Advisor. Mr. Beltzman

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(3)

Based on information in a Schedule 13G/A filed by Heartland Advisors, Inc. (“Heartland”) on February 13, 2015, Heartland reported sole voting power over 0 shares, shared voting power over 5,937,635 shares, sole dispositive voting power over 0 shares and shared dispositive power over 5,959,618 shares. The address for Heartland is 789 N. Water Street, Milwaukee, WI 53202. The Heartland Value Plus Fund, a series of the Heartland Group, Inc. owns 4,600,000 shares of the class of securities reported.

(4)

Based on information in a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) on February 5, 2015, Dimensional reported sole voting power over 4,517,136 shares, shared voting power over 0 shares, sole dispositive power over 4,697,297 shares and shared dispositive power over 0 shares. The address for Dimensional is Palisades West, Building One, 6300 Bee Cave Road, Austin, TX, 78746.

(5)

Based on information in a Schedule 13G/A filed by BlackRock, Inc. on January 29, 2015, BlackRock, Inc. reported sole voting power over 3,764,560 shares, shared voting power over 0 shares, sole dispositive power over 3,892,924 shares and shared dispositive power over 0 shares. The address for BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022. BlackRock, Inc. is a parent holding company and holds the sole power to vote or dispose of shares held by its subsidiaries BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Advisors, LLC, BlackRock International Limited, BlackRock Investment Management, LLC, BlackRock Advisors (UK) Limited, BlackRock Fund Management Ireland Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Investment Management (UK) Limited (collectively, the “BlackRock Subsidiaries”). None of the BlackRock Subsidiaries own more than 5% of our outstanding shares of Common Stock.

(6)	Based on information in Schedule 13G filed by Cramer Rosenthal McGlynn, LLC (“Cramer”) on February 13, 2015, Cramer reported sole voting power over 3,089,102 shares, shared voting power over 40,675 shares, sole dispositive power over 3,129,777 shares and shared dispositive power over 0 shares. The address for Cramer is 520 Madison Ave, New York, NY 10022.

(7)	Based on information in a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 10, 2015, Vanguard reported sole voting power over 70,022 shares, shared voting power over 0 shares, sole dispositive power over 2,980,931 shares and shared dispositive power over 63,622 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(8)	Includes 400 shares held indirectly through a profit-sharing account.

(9)	Includes 2,000 shares held in a joint brokerage account with his father.

(10)	See footnotes 1, 2, 8 and 9 for information regarding the nature of certain indirect and deemed ownership of the shares included in this amount.

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