Form 8-K - Current report

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	​
​	(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:

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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	​	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.      ☐

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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;

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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

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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		​	Against		​	Abstain		​	Broker Non-Votes
Name	Votes	Percentage (1)	​	Votes	Percentage (1)	​	Votes	Percentage(2)	​	Votes	Percentage(2)
Michelle L. Collins ​	38,089,700	98.01%	​	772,415	1.99%	​	53,807	N/A	​	2,956,693	N/A
Catherine A. Halligan ​	36,386,504	93.63%	​	2,475,313	6.37%	​	54,105	N/A	​	2,956,693	N/A
David C. Kimbell ​	38,626,182	99.40%	​	234,743	0.60%	​	54,997	N/A	​	2,956,693	N/A
Patricia A. Little ​	38,497,273	99.07%	​	363,237	0.93%	​	55,412	N/A	​	2,956,693	N/A
George R. Mrkonic ​	38,236,404	98.39%	​	624,280	1.61%	​	55,238	N/A	​	2,956,693	N/A
Lorna E. Nagler ​	37,884,585	97.49%	​	976,532	2.51%	​	54,805	N/A	​	2,956,693	N/A
Heidi G. Petz ​	38,489,063	99.04%	​	371,305	0.96%	​	55,554	N/A	​	2,956,693	N/A
Michael C. Smith	38,751,662	99.72%	​	108,883	0.28%	​	55,377	N/A	​	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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For		​	Against		​	Abstain		​	Broker Non-Votes
Votes	Percentage (1)	​	Votes	Percentage (1)	​	Votes	Percentage (1)	​	Votes	Percentage
38,562,454	92.09%	​	3,256,900	7.78%	​	53,261	0.13%	​	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%	​	3,668,676	9.43%	​	536,426	1.38%	​	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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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
​	​	Jodi J. Caro
​	​	General Counsel, Chief Risk & Compliance Officer and Corporate Secretary

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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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