--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-071896" form_type: "8-K" ticker: "ULTA" cik: "0001403568" company_name: "Ulta Beauty, Inc." filed_at: "2026-06-09T21:01:03+00:00" generated_at: "2026-06-09T21:02:18.444148+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Ulta Beauty stockholders approve 2026 Incentive Award Plan and charter amendments at annual meeting ## Summary - 2026 Incentive Award Plan approved with 5,001,201 shares authorized (3.5M new + 1.5M from prior plan). - Charter amended to limit officer liability under Delaware law and add exclusive forum provisions. - All 10 director nominees elected; advisory vote on executive compensation approved. - Ratification of Ernst & Young as auditor for FY2026 (ending Jan 30, 2027). ## SEC filing metadata - accession: 0001104659-26-071896 - form_type: 8-K - ticker: ULTA - cik: 0001403568 - company_name: Ulta Beauty, Inc. - filed_at: 2026-06-09T21:01:03+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/ulta-20260609x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-071896 - JSON: https://secwatch.observer/filing/0001104659-26-071896.json - Plain text: https://secwatch.observer/filing/0001104659-26-071896.txt ## Key facts - Governance Changes Ulta Beauty, Inc.: Approved and filed certificate of amendment to the certificate of incorporation to provide for officer exculpation and add exclusive forum provisions (effective 2026-06-09). - Change: charter amendment - Effective: 2026-06-09 source text: At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to (i) provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”), and (ii) add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Forum Selection Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - Shareholder Votes Ulta Beauty, Inc. shareholders approved Advisory vote to approve the company's executive compensation. at the 2026-06-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-09 source text: 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) 27,487,649 77.83% 7,777,149 22.02% 51,123 0.14% 2,765,202 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - Shareholder Votes Ulta Beauty, Inc. shareholders approved Approve an amendment to the company's certificate of incorporation to limit officer liability as permitted by Delaware law (Exculpation Amendment). at the 2026-06-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-09 source text: The stockholders approved the Exculpation Amendment. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (3) Votes Percentage (3) Votes Percentage (3) Votes Percentage 30,394,172 69.77% 4,878,646 11.20% 43,103 0.10% 2,765,202 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - Shareholder Votes Ulta Beauty, Inc. shareholders approved Approve the Ulta Beauty, Inc. 2026 Incentive Award Plan. at the 2026-06-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-09 source text: The stockholders approved the 2026 Plan. 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 (2) 31,757,224 89.92% 3,514,995 9.95% 43,702 0.12% 2,765,202 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - Shareholder Votes Ulta Beauty, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal 2026. at the 2026-06-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-09 source text: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year 2026, ending January 30, 2027. The results of the vote were as follows: For Against Abstain Votes Percentage (1) Votes Percentage (1) Votes Percentage (1) 33,540,095 88.08% 4,500,462 11.82% 40,566 0.11% evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm - Shareholder Votes Ulta Beauty, Inc. shareholders approved Election of Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman as directors to hold office until the 2027 annual meeting of stockholders. at the 2026-06-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-09 source text: The stockholders elected Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman as directors to hold office until the 2027 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) Martin Brok 34,753,758 98.50% 528,513 1.50% 33,650 N/A 2,765,202 N/A Kelly E. Garcia 34,755,399 98.51% 527,459 1.49% 33,063 N/A 2,765,202 N/A Catherine A. Halligan 34,377,238 97.43% 906,108 2.57% 32,575 N/A 2,765,202 N/A Stephenie Landry 34,776,079 98.57% 505,443 1.43% 33,399 N/A 2,765,202 N/A Patricia A. Little 34,674,997 98.28% 608,490 1.72% 32,434 N/A 2,765,202 N/A George R. Mrkonic 34,720,104 98.41% 562,487 1.59% 33,330 N/A 2,765,202 N/A Lorna E. Nagler 33,238,507 94.21% 2,044,509 5.79% 32,905 N/A 2,765,202 N/A Gisel Ruiz 33,383,704 94.62% 1,89 evidence_url: https://www.sec.gov/Archives/edgar/data/1403568/000110465926071896/0001104659-26-071896-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.