Form 8-K - Current report

0001403568false00014035682023-11-302023-11-30

​

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): November 30, 2023

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.)
​	​	​
​	1000 Remington Blvd., Suite 120, Bolingbrook, Illinois 60440	​
​	(Address of Principal Executive Offices and zip code)	​

[phone]

(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:

​	​
☐	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:

​	​	​	​	​
Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share	​	ULTA	​	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.      ☐

​

​

​

​

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

​

On November 30, 2023, Ulta Beauty, Inc. (the “Company”) announced that Scott M. Settersten, the Company’s Chief Financial Officer, Treasurer and Assistant Secretary, intends to retire effective April 1, 2024, and Paula M. Oyibo, currently the Company’s Senior Vice President, Finance, will succeed Mr. Settersten as Chief Financial Officer. A copy of the press release announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.

Named Senior Vice President, Finance in February 2022, Ms. Oyibo, 44, currently has oversight of the Financial Planning & Analysis, Treasury and Non-Merchandise Procurement functions. She joined Ulta Beauty as Vice President of Finance for Merchandise, Marketing, and eCommerce in 2019. Prior to joining Ulta Beauty, Ms. Oyibo served in finance and controller roles at Whirlpool Corporation and in senior level auditing and consulting positions with Pricewaterhouse Coopers LLP.

​

Item 9.01Financial Statements and Exhibits.

​

(d)

Exhibits. The exhibits listed in the exhibit index below are being filed herewith.

​

​

EXHIBIT INDEX
​	​	​
Exhibit No.		Description
99.1	​	Press release issued by Ulta Beauty, Inc. on November 30, 2023 announcing the CFO succession plan.
104	​	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

​

​

2

​

SIGNATURES

​

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.

​

​	​	​
​	ULTA BEAUTY, INC.
​	​	​
Date: November 30, 2023	By:	/s/ Jodi J. Caro
​	​	Jodi J. Caro
​	​	General Counsel, Chief Risk & Compliance Officer

​

​

​

3

Exhibit 99.1

​

Ulta Beauty Announces CFO Succession Plan

​

Scott Settersten to Retire After Nearly 20-Year Tenure

​

Paula Oyibo, Senior Vice President - Finance, Promoted to CFO Effective April 1, 2024

​

BOLINGBROOK, Ill. November 30, 2023 – Ulta Beauty, the nation’s largest specialty beauty retailer, today announced that Scott Settersten has informed the Company of his decision to retire as Chief Financial Officer, Treasurer and Assistant Secretary after nearly 20 years with Ulta Beauty, effective April 1, 2024. Paula Oyibo, senior vice president of finance, will succeed Settersten as CFO and will report to Dave Kimbell, chief executive officer.

​

Kimbell said, “Scott has had a tremendous impact on Ulta Beauty as a key member of our leadership team and a passionate steward of our business for nearly two decades. From his early days of supporting Ulta Beauty’s initial public offering to his more than a decade as CFO, Scott helped guide Ulta Beauty through times of significant transformation and expansion. The impressive shareholder returns achieved throughout his tenure are a testament to his leadership and disciplined approach to driving profitable growth.”

​

“Scott is truly one of the best executives in the business. He has helped Ulta Beauty navigate incredibly dynamic times and challenges, ensuring we continue to execute and deliver for our shareholders. On behalf of the entire board of directors, I want to thank Scott for his steadfast leadership and tremendous contributions to our company,” said Lorna Nagler, chair of Ulta Beauty’s board of directors.

​

During his more than 10 years as CFO, Settersten delivered exceptional business growth and built a high-performing finance organization. Under his leadership, the Company added over 800 new stores, quadrupled its revenue to more than $10 billion in annual net sales, more than tripled its market capitalization to $20 billion today, and delivered more than 375% in total shareholder returns. Prior to assuming the role of CFO, Settersten played an integral part in developing many of the Company’s accounting and finance functions and executing the Company’s initial public offering.

​

“As I reflect on my nearly two decades with Ulta Beauty, I am grateful to have had the opportunity to support the Company’s growth and success. Nothing has given me greater joy in my career than leading and working alongside such talented and dedicated associates,” said Settersten. “I am immensely proud of the work we’ve done together, especially our recent efforts to modernize our infrastructure. I believe these investments will position the Company for future growth, and I am confident that Paula is the best person to help lead the organization forward.”

​

Oyibo is a dynamic finance leader with broad experience across consumer products and retail. She joined Ulta Beauty as Vice President of Finance for Merchandise, Marketing, and eCommerce in 2019. She currently serves as Senior Vice President, Finance since February of 2022 where she has oversight of the

---

Financial Planning & Analysis, Treasury and Non-Merchandise Procurement functions. Prior to joining Ulta Beauty, Oyibo served in finance and controller roles at Whirlpool Corporation and in senior level auditing and consulting positions with PwC.

​

“Since joining Ulta Beauty in 2019, Paula has established herself as a trusted partner and visionary leader, particularly as we navigated the pandemic, ultimately helping the Company emerge in a position of leadership and strength,” said Kimbell. “Her deep knowledge and understanding of our business, experience leading finance organizations, and strong commitment to nurturing talent and an inclusive culture make her the ideal person to serve as Ulta Beauty’s next CFO. Paula will be a valuable addition to our dynamic and diverse executive leadership team, and I look forward to partnering with her as we bring to life all the beautiful possibilities for Ulta Beauty and our guests.”

​

“I am honored and humbled to assume the role of Chief Financial Officer for Ulta Beauty” said Oyibo. “I look forward to working with Dave and the rest of the executive team as we continue to build on our position as the leader in U.S. beauty retail and generate sustainable growth for our shareholders. I am deeply grateful for Scott’s mentorship over the last several years and wish him all the best in his well-deserved retirement.”

​

About Ulta Beauty

At Ulta Beauty (NASDAQ: ULTA), the possibilities are beautiful. Ulta Beauty is the largest U.S. beauty retailer and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products and salon services. In 1990, the Company reinvented the beauty retail experience by offering a new way to shop for beauty – bringing together All Things Beauty, All in One Place®. Today, Ulta Beauty operates 1,374 retail stores across 50 states and also distributes its products through its website, which includes a collection of tips, tutorials, and social content. For more information, visit https://www.ulta.com.

Investor Contact:

Kiley Rawlins, CFA

Vice President, Investor Relations

[e-mail]

​

Media Contact:

Crystal Carroll

Senior Director, Public Relations

[e-mail]

---

Document and Entity Information	Nov. 30, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 30, 2023
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

---