8-K - ULTA - Equibles

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): December 16, 2022

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33764	38-4022268
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1000 Remington Blvd. , Suite 120 , Bolingbrook , Illinois ** 60440**
	(Address of Principal Executive Offices and zip code)

( 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:


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


Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ULTA		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. ☐

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

On December 16, 2022, Ulta Beauty, Inc. (the “Company”) issued a press release regarding the election of Heidi G. Petz to the Company’s Board of Directors (the “Board”). Ms. Petz will serve as a Class I director and will stand for reelection at the 2023 annual meeting of the stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report.

There is no arrangement or understanding between Ms. Petz and any other persons pursuant to which she was selected as a director, and there are no related party transactions involving Ms. Petz that are reportable under Item 404(a) of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
---	---
(c)	Not applicable
---	---
(d)	Exhibits. The exhibits listed in the exhibit index below are being filed herewith.
---	---

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued by Ulta Beauty, Inc. on December 16, 2022 announcing the election of Heidi G. Petz to the Company’s Board of Directors.
104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

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.

Date: December 16, 2022	By:	/s/ Jodi J. Caro
		Jodi J. Caro
		General Counsel, Chief Risk & Compliance Officer

Exhibit 99.1

ULTA BEAUTY ANNOUNCES ADDITION TO BOARD OF DIRECTORS

Heidi G. Petz Appointed as Independent Director

Bolingbrook, IL – December 16, 2022 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced that Heidi G. Petz, president and chief operating officer of The Sherwin-Williams Company (NYSE: SHW), has been elected to its Board of Directors effective December 16, 2022.

“We are excited to welcome Heidi to the Ulta Beauty family and are confident her broad leadership experience, operational expertise and consumer focus will result in valuable contributions to our Board,” said Dave Kimbell, chief executive officer. “We continue to benefit from the depth and breadth of experiences and diverse perspectives of our Board of Directors as they guide our ongoing work to shape how the world sees and experiences beauty.”

Ms. Petz joins the Ulta Beauty board with more than 25 years of professional, commercial, retail and leadership experience. She is the president and chief operating officer of The Sherwin-Williams Company, where she is responsible for all Sherwin-Williams operating segments, which include The Americas Group, the Performance Coatings Group, the Consumer Brands Group, as well as the Global Supply Chain organization. Ms. Petz joined Sherwin-Williams when the company acquired The Valspar Corporation in 2017. Prior to joining Sherwin-Williams and Valspar, Ms. Petz held various leadership roles with Newell Rubbermaid, Target Corporation and PricewaterhouseCoopers. Ms. Petz holds a bachelor’s degree in Business and Leadership from the University of Richmond and an MBA from Loyola University Maryland.

With this addition, the Ulta Beauty Board now consists of 11 members; 55% are women, 36% are racially diverse, and 55% joined within the last five years.

About Ulta Beauty

At Ulta Beauty (NASDAQ: ULTA), the possibilities are beautiful. Ulta Beauty is the largest U.S. beauty retailer and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products and salon services. In 1990, the Company reinvented the beauty retail experience by offering a new way to shop for beauty – bringing together All Things Beauty, All in One Place®. Today, Ulta Beauty operates 1,343 retail stores across 50 states and also distributes its products through its website, which includes a collection of tips, tutorials, and social content. For more information, visit www.ulta.com.

Ulta Beauty was recently added to the Bloomberg Gender Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation and transparency. More information about Ulta Beauty’s corporate responsibility efforts can be found at www.ulta.com/investor/ESG.

Investor Contacts:

Kiley Rawlins, CFA

Vice President, Investor Relations

krawlins@ulta.com

Media Contact:

Eileen Ziesemer

Vice President, Public Relations

eziesemer@ulta.com

(708) 305-4479