01—Abstract
Summary
Summary of the 8-K filed June 13, 2025. Cited figures are marked; the original filing is the authoritative source.
Ulta Beauty, Inc. filed this Current Report on Form 8-K dated June 13, 2025 to report the results of its 2025 annual meeting of stockholders, held June 11, 2025.
As of the April 14, 2025 record date, 45,147,875 shares of common stock were outstanding and eligible to vote, and approximately 87.52%a of shares were represented at the meeting in person or by proxy. Stockholders elected all ten director nominees, Michelle L. Collins, Kelly E.
Garcia, Catherine A. Halligan, Patricia A. Little, George R.
Mrkonic, Lorna E. Nagler, Heidi G. Petz, Gisel Ruiz, Michael C.
Smith and Kecia L. Steelman, to serve until the 2026 annual meeting. Each nominee received more For votes than Against votes, with Against support ranging from 0.08%b (Kelly E.
Garcia) to 3.22%c (Catherine A. Halligan) of votes cast. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, with 36,111,981 votes for (91.39%) and 3,354,349 against (8.49%).
In the advisory vote on executive compensation, stockholders approved the company's pay program with 32,532,318 votes for (89.72%d), against 3,168,414 (8.74%), and 557,349 abstaining (1.54%), with 3,257,139 broker non-votes. The filing contains no financial results or guidance; its investor relevance lies in the clean director slate and the approval of the executive compensation program, which received the lowest level of support among the three proposals.
02—Key points
Key Highlights
- Annual meeting held June 11, 2025; 45,147,875 shares outstanding and eligible to vote as of the April 14, 2025 record date
- Approximately 87.52% of shares represented at the meeting in person or by proxy
- All ten director nominees elected to serve until the 2026 annual meeting, with For votes ranging from 96.78% (Catherine A. Halligan) to 99.92% (Kelly E. Garcia)
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year 2025 (ending January 31, 2026), with 91.39% of votes cast in favor
- Advisory vote approving executive compensation passed with 89.72% of votes cast in favor, the lowest support among the three proposals
- Executive compensation proposal drew 3,168,414 against votes (8.74%) and 557,349 abstentions (1.54%)
- Broker non-votes of 3,257,139 recorded on director elections and the executive compensation proposal
03—Questions
Frequently Asked Questions
Who was elected to the Ulta Beauty board at the 2025 annual meeting?
Stockholders elected Michelle L. Collins, Kelly E. Garcia, Catherine A. Halligan, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Heidi G. Petz, Gisel Ruiz, Michael C. Smith and Kecia L. Steelman as directors, each to hold office until the 2026 annual meeting of stockholders.
Did stockholders approve the company's executive compensation?
Yes. In the advisory vote, 32,532,318 votes (89.72%) were cast in favor, 3,168,414 (8.74%) against, and 557,349 (1.54%) abstained. The filing describes the vote as an approval.
Which auditor did stockholders ratify?
Stockholders ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year 2025, ending January 31, 2026, with 36,111,981 votes (91.39%) in favor and 3,354,349 (8.49%) against.
Which director received the most opposition?
Catherine A. Halligan received the most Against votes, with 1,164,228 (3.22%). Lorna E. Nagler (2.57%), Gisel Ruiz (2.76%) and George R. Mrkonic (1.00%) also received Against votes, while Kelly E. Garcia received the least at 0.08%.
Does this filing include financial results or guidance?
No. This 8-K reports only the outcome of matters submitted to a stockholder vote under Item 5.07 and does not contain financial results, guidance or other financial information.
04—Continue