01—Abstract
Summary
Summary of the 8-K filed June 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Ulta Beauty, Inc. filed this Form 8-K to report results from its 2026 annual meeting of stockholders, held June 9, 2026.
Stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan, which replaces the Amended and Restated 2011 Incentive Award Plan. Under the new plan, up to 5,001,201 shares of common stock may be issued, comprising 3,500,000 newly authorized shares and 1,501,201 shares that remained available under the prior plan as of April 13, 2026. The 2026 Plan provides for stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards.
Stockholders also approved amendments to the certificate of incorporation that provide for exculpation of certain officers to the extent permitted by Delaware law, and that add exclusive forum provisions naming Delaware courts for certain actions and federal district courts for Securities Act of 1933 claims. The Company filed a certificate of amendment with the Delaware Secretary of State on June 9, 2026.
Stockholders elected all ten director nominees to serve until the 2027 annual meeting, ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 (ending January 30, 2027), and approved executive compensation on an advisory basis. Approximately 87.42%a of the 43,560,416 shares outstanding as of the April 13, 2026 record date were represented at the meeting.
02—Key points
Key Highlights
- Stockholders approved the 2026 Incentive Award Plan, authorizing up to 5,001,201 shares (3,500,000 new plus 1,501,201 carried over from the prior plan).
- No awards may be granted under the prior 2011 plan after April 13, 2026; existing awards continue under its terms.
- Stockholders approved the officer exculpation amendment with 30,394,172 votes for (69.77% of outstanding shares) and 4,878,646 against.
- Stockholders approved the exclusive forum amendment with 31,053,673 votes for (71.29% of outstanding shares) and 4,212,304 against.
- All ten director nominees were elected; Kecia L. Steelman received the highest support at 99.72%, while Gisel Ruiz received 94.62% and Lorna E. Nagler 94.21%.
- Advisory say-on-pay vote passed with 27,487,649 votes for (77.83%) and 7,777,149 against (22.02%).
- Ernst & Young LLP was ratified as auditor for fiscal 2026 with 33,540,095 votes for (88.08%).
03—Questions
Frequently Asked Questions
What did the 2026 Incentive Award Plan approval change?
The 2026 Plan replaces the Amended and Restated 2011 Incentive Award Plan. It authorizes up to 5,001,201 shares for awards including stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards, to employees, consultants, and directors. The Board approved it on March 26, 2026, subject to stockholder approval.
Why were the certificate of incorporation amendments approved?
The amendments provide for exculpation of certain officers from personal liability to the extent permitted by Delaware General Corporation Law, and add exclusive forum provisions designating Delaware courts for certain legal actions and federal district courts for claims under the Securities Act of 1933. The Board had previously approved both amendments, which are described in the 2026 Proxy Statement.
Did any director nominee receive significant opposition?
All ten nominees were elected. Catherine A. Halligan received 97.43% of votes cast for, and Lorna E. Nagler and Gisel Ruiz received 94.21% and 94.62% respectively. Kecia L. Steelman received the highest support at 99.72%.
How many shares were represented at the annual meeting?
The record date was April 13, 2026, with 43,560,416 shares outstanding and eligible to vote. The filing states that approximately 87.42% of all shares were represented in person or by proxy.
Was the executive compensation proposal approved?
Yes. The advisory vote to approve executive compensation passed with 27,487,649 votes for (77.83%) and 7,777,149 against (22.02%), with 51,123 abstentions and 2,765,202 broker non-votes.
04—Continue