01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Ulta Beauty, Inc. filed this Form 8-K on August 21, 2025 to report board changes.
On August 20, 2025, the Board increased its size from ten to twelve directors and appointed Martin Brok, 58, and Stephenie Landry, 47, as independent directors, effective September 1, 2025. Both will serve on the Audit and Compensation Committees, and their initial terms run to the 2026 Annual Meeting of Stockholders. The filing discloses no financial results, guidance, or transactions requiring Item 404(a) disclosure.
Mr. Brok is Founder & CEO of mb Capital Advisors and an Operating Partner at Advent International. He previously served as Global President & CEO of Sephora (LVMH) and as President, Europe, Middle East & Africa at Starbucks, and he has held senior roles at Nike, Burger King and The Coca-Cola Company. Ms. Landry most recently served as Chief Operating Officer of Honor Technology, and before that held Vice President roles at Amazon, including Vice President of Worldwide Grocery and Vice President of Sustainability.
The Board cited their experience in beauty, retail operations, digital and omnichannel, finance, and sustainability as the basis for selection. According to the attached press release (Exhibit 99.1), the appointments bring the Board to 12 directors, with 67%a women, 33% racially diverse, and 50% appointed within the last five years.
Kecia Steelman, President & Chief Executive Officer, said the new directors will be valuable as the company navigates its next chapter of growth. Compensation will follow the non-employee director program described in the April 23, 2025 proxy statement.
02—Key points
Key Highlights
- Board expanded from ten to twelve directors, with two new independent members appointed effective September 1, 2025.
- Martin Brok (58) brings global consumer brand and retail leadership, including past roles as Global President & CEO of Sephora (LVMH) and President of Starbucks EMEA.
- Stephenie Landry (47) brings operations and digital grocery experience from Amazon and most recently served as COO of Honor Technology.
- Both new directors will join the Audit and Compensation Committees.
- The Board determined both directors are independent under Nasdaq and SEC standards, and no Item 404(a) related-party transactions were disclosed.
- Post-appointment Board composition is stated as 67% women, 33% racially diverse, and 50% appointed within the last five years.
- Compensation will follow the existing non-employee director program described in the April 23, 2025 proxy statement.
03—Questions
Frequently Asked Questions
Who are the new directors and when do they take effect?
Martin Brok and Stephenie Landry were appointed on August 20, 2025, effective September 1, 2025. Their initial terms expire at the 2026 Annual Meeting of Stockholders.
Why were the directors selected?
The Board cited Mr. Brok's experience in beauty, brand building, international operations, merchandising, digital/omnichannel, and governance. It cited Ms. Landry's experience in consumer technology, operations optimization, logistics, retail operations, finance, and sustainability.
Are the new directors independent, and are there related-party transactions?
The Board determined both qualify as independent under Nasdaq and SEC rules. The filing states there are no Item 404(a) transactions requiring disclosure for either director.
How will the new directors be compensated?
They will receive cash and equity under the non-employee director compensation program, as adjusted by the Board from time to time and described in the April 23, 2025 proxy statement.
Does this filing include financial results or guidance?
No. The filing covers board appointments only. Its one exhibit is a press release announcing the director appointments.
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