NASDAQ: ULTA Ulta Beauty, Inc. 8-K

Ulta Beauty shareholders approve new equity plan, charter amendments limiting officer liability

Filed June 9, 2026 · Period ending June 9, 2026 · ~1 min read

Key Changes

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Shareholders approved 2026 equity plan authorizing 5M shares (3.5M new + 1.5M rolled from expired 2011 plan) for employee/director awards, passing with 89.92% support (31.8M for, 3.5M against).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Charter amendments passed: officer exculpation (69.77% support, 30.4M for vs. 4.9M against) limits officer liability for fiduciary breaches; forum selection (71.29% support, 31.1M for vs. 4.2M against) requires Delaware courts for corporate disputes.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
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Say-on-pay vote passed with 77.83% support (27.5M for, 7.8M against), representing 63.1% of shares outstanding; 22.02% opposition is elevated for executive compensation votes.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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All ten directors elected with 94.21%–99.72% support; Lorna Nagler received lowest at 94.21% (33.2M for, 2.0M against). Quorum was 87.42% of 43.6M shares outstanding.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Ernst & Young LLP ratified as auditor for fiscal 2026 with 88.08% support (33.5M for, 4.5M against).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Ulta Beauty's June 9, 2026 annual meeting produced routine governance outcomes with one notable exception. Shareholders approved a new equity compensation plan authorizing 5 million shares for future awards, replacing the expired 2011 plan.

The 89.92% approval rate is healthy and the share count (3.5M newly authorized plus 1.5M unused from the old plan) represents standard dilution for a retail employer managing long-term incentive programs. Two charter amendments passed with lower but still comfortable support: officer exculpation (69.77%) and forum selection (71.29%).

Both are increasingly common governance provisions, though the forum selection clause channels Securities Act disputes to federal court, limiting shareholder venue choice. The say-on-pay vote warrants attention. Executive compensation passed with 77.83% support, but 22.02% opposition (7.8M shares against) is elevated compared to typical retail peer votes and suggests meaningful shareholder concern about pay practices. The board's compensation committee may face pressure to address this dissent in next year's proxy disclosures. Director elections were uncontested and passed comfortably (94–99% support), and the auditor ratification was routine. The filing also references an incomplete Item 5.02 disclosure regarding officer or director changes, but provides no substantive detail.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~35 words

8-K filing appears incomplete or truncated, disclosing only Item 5.02 header with no substantive content regarding officer or director changes.

1 Added

Added Incomplete Item 5.02 disclosure high

Added in current filing · verify on EDGAR →

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

The filing invokes Item 5.02, which covers material changes in directors or executive officers (departures, appointments, compensatory arrangements), but the disclosure text is incomplete. The phrase 'As described in' suggests a cross-reference to another document or section that was not included in the provided text. Without the substantive content, the nature and materiality of the event cannot be determined.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~400 words

Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.

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Added 2026 Incentive Award Plan approval medium

Added in current filing · verify on EDGAR →

At the Annual Meeting, the stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan (the “2026 Plan”), which replaces the previously existing Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (the “Prior Plan”).

Shareholders approved a new equity compensation plan at the June 9, 2026 annual meeting. The 2026 Plan replaces the company's 2011 plan, which expired for new grants on April 13, 2026. Outstanding awards under the old plan remain governed by its terms.

Show 1 minor / wording change

Added Award types low

Added in current filing · verify on EDGAR →

The 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards.

The plan permits various forms of equity and cash compensation including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other awards. This flexibility allows management to structure compensation packages using different instruments.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~1,400 words

Ulta Beauty held its 2026 annual meeting, approving officer exculpation and forum selection charter amendments, electing 10 directors, and ratifying auditor.

2 Added

Added 2026 equity plan approval medium

Added in current filing · view on EDGAR →

For | Against | Abstain | Broker Non-Votes | Votes | Percentage (1) | Votes | Percentage (1) | Votes | Percentage (1) | Votes | Percentage (2) | 31,757,224 | 89.92% | 3,514,995 | 9.95% | 43,702 | 0.12% | 2,765,202 | N/A

Shareholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan with 89.92% support (31,757,224 for vs. 3,514,995 against), representing 72.9% of shares outstanding. This new equity compensation plan will govern future stock-based awards to employees and directors.

Show 1 minor / wording change

Added Director elections low

Added in current filing · verify on EDGAR →

As of the close of business on April 13, 2026, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 43,560,416 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.42% of all shares were represented at the Annual Meeting in person or by proxy.

All ten director nominees were elected to serve until the 2027 annual meeting. Support ranged from 94.21% to 99.72% of votes cast. Lorna Nagler received the lowest support at 94.21% (33,238,507 for, 2,044,509 against), representing 76.3% of shares outstanding, while Kecia Steelman received the highest at 99.72% (35,182,682 for, 100,180 against), representing 80.8% of shares outstanding. The quorum of 87.42% indicates strong shareholder participation.