Ulta Beauty, Inc 8-K, filed Jun 13, 2025
Ulta Beauty, Inc. (ULTA)
About this 8-K
Ulta Beauty, Inc filed this 8-K on June 13, 2025, reporting on events of June 11, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07Submission of Matters to a Vote of Security Holders.
On June 11, 2025, Ulta Beauty, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| ● | The election of 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 to hold office until the 2026 annual meeting of stockholders; |
| ● | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2025, ending January 31, 2026; and |
| ● | An advisory vote to approve the Company’s executive compensation. |
As of the close of business on April 14, 2025, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 45,147,875 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.52% 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 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 to hold office until the 2026 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) |
Michelle L. Collins | 35,953,677 | 99.29% | | 258,495 | 0.71% | | 45,909 | N/A | | 3,257,139 | N/A |
Kelly E. Garcia | 36,183,178 | 99.92% | | 29,172 | 0.08% | | 45,731 | N/A | | 3,257,139 | N/A |
Catherine A. Halligan | 35,047,258 | 96.78% | | 1,164,228 | 3.22% | | 46,595 | N/A | | 3,257,139 | N/A |
Patricia A. Little | 35,938,102 | 99.24% | | 274,750 | 0.76% | | 45,229 | N/A | | 3,257,139 | N/A |
George R. Mrkonic | 35,848,644 | 99.00% | | 362,978 | 1.00% | | 46,459 | N/A | | 3,257,139 | N/A |
Lorna E. Nagler | 35,280,379 | 97.43% | | 932,280 | 2.57% | | 45,422 | N/A | | 3,257,139 | N/A |
Heidi G. Petz | 36,170,539 | 99.88% | | 42,323 | 0.12% | | 45,219 | N/A | | 3,257,139 | N/A |
Gisel Ruiz | 35,213,610 | 97.24% | | 999,140 | 2.76% | | 45,331 | N/A | | 3,257,139 | N/A |
Michael C. Smith | 36,166,236 | 99.87% | | 45,859 | 0.13% | | 45,986 | N/A | | 3,257,139 | N/A |
Kecia L. Steelman | 36,037,219 | 99.52% | | 173,761 | 0.48% | | 47,101 | N/A | | 3,257,139 | N/A |
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Ratification of the Appointment of Ernst & Young LLP for Fiscal 2025
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2025, ending January 31, 2026. 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 |
36,111,981 | 91.39% | | 3,354,349 | 8.49% | | 48,890 | 0.12% | | 0 | 0.00% |
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) |
32,532,318 | 89.72% | | 3,168,414 | 8.74% | | 557,349 | 1.54% | | 3,257,139 | N/A |
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(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.
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SIGNATURES
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.
| ULTA BEAUTY, INC. | |
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Date: June 13, 2025 | By: | /s/ Rene G. Casares |
| | Rene G. Casares |
| | Chief Legal Officer |
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