[8-K] Ulta Beauty, Inc. Reports Material Event

Rhea-AI Filing Summary

Veru Inc. (VERU) filed an 8-K disclosing results from its 25 July 2025 special shareholder meeting.

• Reverse stock split: Shareholders approved an amendment authorising the Board to implement a reverse split at any ratio between 1-for-2 and 1-for-20. Votes: 98,869,209 FOR, 7,080,957 AGAINST, 1,013,920 ABSTAIN; 0 broker non-votes.
• Adjournment proposal: Also approved with 100,083,638 FOR, 6,212,862 AGAINST, 667,586 ABSTAIN.

Out of 146,583,920 eligible shares, about 106.9 million (≈73%) were voted. No other matters were considered.

Positive

• Strong shareholder support: 92.5% of votes cast favored granting reverse split authority, reflecting confidence in board discretion.
• Flexible ratio range: Approval covers 1-for-2 to 1-for-20, giving management broad capital-structure options.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Shareholders grant board wide authority for a reverse split; neutral but increases capital-structure flexibility.

The decisive approval—over 92% of votes cast—gives Veru’s board discretion to choose a split ratio anywhere from 1-for-2 to 1-for-20. While the filing does not specify the board’s intent or timing, the mandate equips management with a tool to alter share count and price when deemed advantageous. Approximately 73% of outstanding shares participated, indicating adequate but not overwhelming engagement. Because no split is immediately effected, today’s disclosure is procedurally important yet financially neutral until the board selects a ratio.

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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): July 21, 2025

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

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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)	​

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

As previously announced, Paula Oyibo, the former Chief Financial Officer, Treasurer, principal financial officer, and principal accounting officer of Ulta Beauty, Inc. (the “Company” or “Ulta Beauty”), left the Company, effective June 24, 2025 (the “Separation Date”). In connection with her departure, Ulta Beauty and Ms. Oyibo entered into a Separation and Release Agreement on July 21, 2025 (the “Agreement”), pursuant to which Ms. Oyibo will receive severance benefits that include two years of annual base salary of $754,000 per year payable over two years, a lump sum payment representing her annual cash bonus for fiscal year 2025 paid at target, or 100% of annual base salary, Company-paid health care benefits for up to 18 months upon election and outplacement services. Ms. Oyibo will be subject to restrictive covenants for continuing obligations to the Company for a period of 24 months from the Separation Date, including non-competition and non-solicitation covenants. The receipt of severance benefits is conditioned upon Ms. Oyibo’s non-revocation of a general release of claims and continued compliance with the restrictive covenants. Ms. Oyibo’s outstanding unvested equity awards were forfeited in accordance with the terms and conditions of the Company’s Amended and Restated 2011 Incentive Award Plan and the applicable award agreements.

The foregoing summary of the Agreement does not purport to be a complete description of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending August 2, 2025.
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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: July 25, 2025	By:	/s/ Rene G. Cásares
​	​	Rene G. Cásares
​	​	Chief Legal Officer

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FAQ

What did VERU shareholders approve at the July 25, 2025 special meeting?

They authorized the Board to enact a reverse stock split at a ratio between 1-for-2 and 1-for-20 and approved meeting adjournment.

What were the vote totals for Veru's reverse stock split proposal?

For: 98,869,209; Against: 7,080,957; Abstain: 1,013,920; Broker non-votes: 0.

How many VERU shares were eligible to vote at the special meeting?

A total of 146,583,920 common shares were eligible to vote.

What split ratios can Veru's board now choose?

Any ratio from 1-for-2 to 1-for-20 as approved in the amendment.

Who signed Veru's Form 8-K filing?

Chief Financial Officer and Chief Administrative Officer Michele Greco signed the report.