0001403568false00014035682024-06-112024-06-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2024

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33764

38-4022268

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

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1000 Remington Blvd., Suite 120, Bolingbrook, Illinois 60440

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(Address of Principal Executive Offices and zip code) 

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(630) 410-4800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

   

Trading Symbol

   

Name of each exchange on which registered

Common Stock, par value $0.01 per share

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ULTA

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The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

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Item 5.07Submission of Matters to a Vote of Security Holders.

On June 11, 2024, Ulta Beauty, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

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●The election of Michelle L. Collins, Catherine A. Halligan, David C. Kimbell, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Heidi G. Petz and Michael C. Smith as directors to hold office until the 2025 annual meeting of stockholders;
●The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2024, ending February 1, 2025; and
●An advisory vote to approve the Company’s executive compensation.

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As of the close of business on April 12, 2024, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 47,935,024 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.35% of all shares were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for stockholder consideration at the Annual Meeting:

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Election of Directors

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The stockholders elected Michelle L. Collins, Catherine A. Halligan, David C. Kimbell, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Heidi G. Petz and Michael C. Smith as directors to hold office until the 2025 annual meeting of stockholders. The results of the vote were as follows:

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For

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Against

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Abstain

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Broker Non-Votes

Name

Votes

Percentage (1)

​

Votes

Percentage (1)

​

Votes

Percentage(2)

​

Votes

Percentage(2)

Michelle L. Collins

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38,089,700

98.01%

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772,415

1.99%

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53,807

N/A

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2,956,693

N/A

Catherine A. Halligan

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36,386,504

93.63%

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2,475,313

6.37%

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54,105

N/A

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2,956,693

N/A

David C. Kimbell

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38,626,182

99.40%

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234,743

0.60%

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54,997

N/A

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2,956,693

N/A

Patricia A. Little

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38,497,273

99.07%

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363,237

0.93%

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55,412

N/A

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2,956,693

N/A

George R. Mrkonic

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38,236,404

98.39%

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624,280

1.61%

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55,238

N/A

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2,956,693

N/A

Lorna E. Nagler

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37,884,585

97.49%

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976,532

2.51%

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54,805

N/A

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2,956,693

N/A

Heidi G. Petz
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38,489,063

99.04%

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371,305

0.96%

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55,554

N/A

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2,956,693

N/A

Michael C. Smith

38,751,662

99.72%

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108,883

0.28%

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55,377

N/A

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2,956,693

N/A

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Ratification of the Appointment of Ernst & Young LLP for Fiscal 2024

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The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2024, ending February 1, 2025. The results of the vote were as follows:

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2

​

​

​

​

​

For

​

Against

​

Abstain

​

Broker Non-Votes

Votes

Percentage (1)

​

Votes

Percentage (1)

​

Votes

Percentage (1)

​

Votes

Percentage

38,562,454

92.09%

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3,256,900

7.78%

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53,261

0.13%

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0

0.00%

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Advisory Vote to Approve the Company’s Executive Compensation

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The stockholders approved the Company’s executive compensation. The results of the advisory vote were as follows:

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For

​

Against

​

Abstain

​

Broker Non-Votes

Votes

Percentage (1)

​

Votes

Percentage (1)

​

Votes

Percentage (1)

​

Votes

Percentage (2)

34,710,820

89.19%

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3,668,676

9.43%

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536,426

1.38%

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2,956,693

N/A

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_______________

(1)Based on a total of all shares received and eligible to be counted as voted on this proposal at the Annual Meeting.

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(2)“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

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3

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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ULTA BEAUTY, INC.

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Date: June 17, 2024

By:

/s/ Jodi J. Caro

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Jodi J. Caro

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General Counsel, Chief Risk & Compliance Officer

and Corporate Secretary

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4

v3.24.1.1.u2
Document and Entity Information
Jun. 11, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity File Number 001-33764
Entity Registrant Name ULTA BEAUTY, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 38-4022268
Entity Address, Address Line One 1000 Remington Blvd.
Entity Address, Adress Line Two Suite 120
Entity Address, State or Province IL
Entity Address, City or Town Bolingbrook
Entity Address, Postal Zip Code 60440
City Area Code 630
Local Phone Number 410-4800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ULTA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001403568
Amendment Flag false
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