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  4. [8-K] Ulta Beauty, Inc. Reports Material Event

Ulta Beauty (NASDAQ: ULTA) OKs new incentive plan and charter changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ulta Beauty, Inc. reported results from its 2026 annual stockholders meeting. Stockholders approved the new 2026 Incentive Award Plan, under which up to 5,001,201 shares of common stock may be issued, including 3,500,000 newly authorized shares and 1,501,201 shares carried over from the prior plan. Investors also approved amendments to the certificate of incorporation to add officer exculpation provisions and specify Delaware and U.S. federal courts as exclusive forums for certain legal actions. All director nominees were elected, Ernst & Young LLP was ratified as auditor for fiscal 2026, and stockholders supported executive compensation in an advisory vote.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 Plan share pool 5,001,201 shares Aggregate shares issuable under 2026 Incentive Award Plan as of June 9, 2026
Newly authorized plan shares 3,500,000 shares New shares added to 2026 Incentive Award Plan
Carryover shares from prior plan 1,501,201 shares Remaining available under prior plan as of April 13, 2026
Shares outstanding on record date 43,560,416 shares Common stock outstanding and eligible to vote as of April 13, 2026
Meeting participation 87.42% Percentage of outstanding shares represented at the Annual Meeting
Say-on-pay support 77.83% Percentage of votes cast for executive compensation advisory resolution
Forum amendment support 71.29% Percentage of shares outstanding voting for Forum Selection Amendment
Auditor ratification support 33,540,095 votes Votes for ratifying Ernst & Young LLP as auditor for fiscal 2026
2026 Incentive Award Plan financial
"At the Annual Meeting, the stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan (the “2026 Plan”)"
Exculpation Amendment regulatory
"to provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”)"
Forum Selection Amendment regulatory
"add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions ... (the “Forum Selection Amendment”)"
exclusive forum provisions regulatory
"add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions"
broker non-votes financial
"“N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Advisory Vote to Approve the Company’s Executive Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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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 9, 2026

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

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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)

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

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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

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

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As described in Item 5.07 below, Ulta Beauty, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on June 9, 2026. At the Annual Meeting, the stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan (the “2026 Plan”), which replaces the previously existing Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (the “Prior Plan”). Pursuant to its terms, no awards may be granted under the Prior Plan after April 13, 2026; however, the terms and conditions of the Prior Plan will continue to govern any outstanding awards granted thereunder. The Company’s board of directors (the “Board”) approved the 2026 Plan on March 26, 2026, subject to stockholder approval at the Annual Meeting.

Subject to adjustments for changes in capitalization and the 2026 Plan’s share counting provisions, as of June 9, 2026, an aggregate of 5,001,201 shares of the Company’s common stock may be issued pursuant to awards granted under the 2026 Plan. The 5,001,201 shares is comprised of 3,500,000 newly authorized shares and 1,501,201 shares that remained available for grant under the Prior Plan as of April 13, 2026. Employees and consultants of the Company and its subsidiaries, as well as members of the Board, are eligible to participate in the 2026 Plan. The 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards.

A summary of the material terms of the 2026 Plan is set forth under the caption “Proposal Six – Approval of the Ulta Beauty, Inc. 2026 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”). That summary and the above description of the 2026 Plan do not purport to be complete and are qualified in their entirety by reference to the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to (i) provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”), and (ii) add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Forum Selection Amendment”). The Exculpation Amendment and the Forum Selection Amendment are further described under the captions “Proposal Two – Approval of the Proposed Amendment to our Certificate of Incorporation to Incorporate Delaware Law Provisions Regarding Officer Exculpation” and “Proposal Three – Approval of the Proposed Amendment to our Certificate of Incorporation to Designate an Exclusive Forum for the Adjudication of Certain Legal Matters,” respectively, in the 2026 Proxy Statement and previously approved by the Board.

On June 9, 2026, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The foregoing descriptions of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.

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

On June 9, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:

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●The election of Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman as directors to hold office until the 2027 annual meeting of stockholders;
●To approve the Exculpation Amendment;
●To approve the Forum Selection Amendment;
●The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2026, ending January 30, 2027;
●An advisory vote to approve the Company’s executive compensation; and
●To approve the 2026 Plan.

As of the close of business on April 13, 2026, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 43,560,416 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.42% 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:

Election of Directors

The stockholders elected Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman as directors to hold office until the 2027 annual meeting of stockholders. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

Name

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (2)

Votes

Percentage (2)

Martin Brok

34,753,758

98.50%

528,513

1.50%

33,650

N/A

2,765,202

N/A

Kelly E. Garcia

34,755,399

98.51%

527,459

1.49%

33,063

N/A

2,765,202

N/A

Catherine A. Halligan

34,377,238

97.43%

906,108

2.57%

32,575

N/A

2,765,202

N/A

Stephenie Landry

34,776,079

98.57%

505,443

1.43%

33,399

N/A

2,765,202

N/A

Patricia A. Little

34,674,997

98.28%

608,490

1.72%

32,434

N/A

2,765,202

N/A

George R. Mrkonic

34,720,104

98.41%

562,487

1.59%

33,330

N/A

2,765,202

N/A

Lorna E. Nagler

33,238,507

94.21%

2,044,509

5.79%

32,905

N/A

2,765,202

N/A

Gisel Ruiz

33,383,704

94.62%

1,899,954

5.38%

32,263

N/A

2,765,202

N/A

Michael C. Smith

34,759,812

98.52%

522,586

1.48%

33,523

N/A

2,765,202

N/A

Kecia L. Steelman

35,182,682

99.72%

100,180

0.28%

33,059

N/A

2,765,202

N/A

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Vote to Approve an Amendment to the Company’s Certificate of Incorporation to Limit Officer Liability as Permitted by Delaware Law

The stockholders approved the Exculpation Amendment. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

Votes

Percentage (3)

Votes

Percentage (3)

Votes

Percentage (3)

Votes

Percentage

30,394,172

69.77%

4,878,646

11.20%

43,103

0.10%

2,765,202

N/A

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Vote to Approve an Amendment to the Company’s Certificate of Incorporation to Add Specified Forum Selection Provisions

The stockholders approved the Forum Selection Amendment. The results of the vote were as follows:

3

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For

Against

Abstain

Broker Non-Votes

Votes

Percentage (3)

Votes

Percentage (3)

Votes

Percentage (3)

Votes

Percentage

31,053,673

71.29%

4,212,304

9.67%

49,944

0.11%

2,765,202

N/A

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Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2026, ending January 30, 2027. The results of the vote were as follows:

For

Against

Abstain

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (1)

33,540,095

88.08%

4,500,462

11.82%

40,566

0.11%

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Advisory Vote to Approve the Company’s Executive Compensation

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

For

Against

Abstain

Broker Non-Votes

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (2)

27,487,649

77.83%

7,777,149

22.02%

51,123

0.14%

2,765,202

N/A

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Vote to Approve the Ulta Beauty, Inc. 2026 Incentive Award Plan

The stockholders approved the 2026 Plan. The results of the vote were as follows:

For

Against

Abstain

Broker Non-Votes

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (1)

Votes

Percentage (2)

31,757,224

89.92%

3,514,995

9.95%

43,702

0.12%

2,765,202

N/A

_______________

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

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

(3) Based on the total number of shares outstanding as of the record date of the Annual Meeting.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits. The exhibits listed in the Exhibit Index below are being furnished herewith.

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Exhibit
   No.  

  ​ ​ ​

Description

3.1

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Certificate of Amendment to the Certificate of Incorporation of Ulta Beauty, Inc., dated June 9, 2026.

10.1

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Ulta Beauty, Inc. 2026 Incentive Award Plan

104

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Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

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4

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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 9, 2026

By:

/s/ Rene G. Cásares

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Rene G. Cásares

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Chief Legal Officer

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5

Source: View Original Filing on SEC EDGAR

FAQ

What did Ulta (ULTA) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Incentive Award Plan, charter amendments for officer exculpation and forum selection, all director nominees, the auditor ratification, and an advisory resolution supporting executive compensation.

How many shares are available under Ulta Beauty’s 2026 Incentive Award Plan?

The 2026 Incentive Award Plan allows issuance of up to 5,001,201 common shares, combining 3,500,000 newly authorized shares with 1,501,201 shares that remained available under the prior incentive plan.

What governance amendments did Ulta (ULTA) stockholders approve in 2026?

Stockholders approved amendments to the certificate of incorporation to permit officer exculpation from certain personal liability and to adopt exclusive forum provisions for specified corporate and Securities Act-related legal actions.

Was Ulta Beauty’s executive compensation approved by stockholders in 2026?

Yes. In an advisory vote, 27,487,649 votes, or 77.83% of votes cast on the proposal, supported Ulta Beauty’s executive compensation, with 7,777,149 votes against and 51,123 abstentions.

Who is Ulta Beauty’s independent auditor for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Ulta Beauty’s independent registered public accounting firm for fiscal 2026, with 33,540,095 votes for, 4,500,462 against, and 40,566 abstentions in the ratification vote.

How many Ulta (ULTA) shares were eligible to vote at the 2026 annual meeting?

As of the April 13, 2026 record date, 43,560,416 Ulta Beauty common shares were outstanding and entitled to one vote each, with approximately 87.42% of those shares represented in person or by proxy at the annual meeting.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents