UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

Check the appropriate box:

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
þ		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

SALLY BEAUTY HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

 

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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3001 Colorado Boulevard, Denton, Texas 76210

 

To our Stockholders,

 

We recently mailed to you the Proxy Statement dated March 7, 2007 of Sally Beauty Holdings, Inc. Since mailing the proxy statement, we have determined that there were errors contained in (i) the Summary Compensation table relating to perquisites and other compensation for our named executive officers for the fiscal years ended September 30, 2006, 2005 and 2004, and (ii) our disclosure of the number of outstanding shares of our Common Stock on February 28, 2007, the record date for our annual meeting of stockholders. Accordingly, we are providing you with the corrected information which replaces the Summary Compensation table and footnotes appearing on pages 20 and 21 of the proxy statement, and the number of shares of outstanding Common Stock as reported on page 2 of the proxy statement. We have accordingly amended the proxy statement we filed with the Securities and Exchange Commission, and the information we are including with this letter should be read as amending such sections in the proxy statement previously delivered to you. In addition, we have amended our Annual Report on Form 10-K for the period ended September 30, 2006, which was originally filed with the Securities and Exchange Commission on December 22, 2006, to reflect the revised Summary Compensation table. This filing can be found on the “Investing” section of our Web site at www.sallybeautyholdings.com.

 

We apologize for any inconvenience this may have caused. On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Sally Beauty Holdings, Inc.

 

 

James G. Berges

Chairman of the Board

 

April 9, 2007

 

 

 

 

SUMMARY COMPENSATION TABLE

 

 

 

OUTSTANDING STOCK

 

The stockholders of record of Sally Beauty Holdings, Inc. Common Stock (“Common Stock”) at the close of business on February 28, 2007 will be entitled to vote in person or by proxy at the annual meeting. At that time, the Corporation had 180,621,784 outstanding shares of its Common Stock. Each stockholder will be entitled to one vote in person or by proxy for each share of Common Stock held. A quorum for the transaction of business shall be constituted by the presence at the annual meeting, in person or by proxy, of a majority of the outstanding shares of Common Stock entitled to vote. All shares for which proxies or voting instructions are returned are counted as present for purposes of determining the existence of a quorum at the annual meeting. Proxies or voting instructions returned by brokers who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers as to that matter (“broker non-votes”) will not be counted as votes on that matter.