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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): June 1, 2023

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

(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:

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Securities registered pursuant to Section 12(b) of the Act:

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.      ☐

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Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the Annual Meeting (as defined below) on June 1, 2023, the Board of Directors of Ulta Beauty, Inc. (the “Company”) approved additional amendments of the Company’s Bylaws as follows:

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 1, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

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As of the close of business on April 4, 2023, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 50,088,578 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.78% 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:

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Election of Directors

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The stockholders elected Michelle L. Collins, Patricia A. Little, Heidi G. Petz and Michael C. Smith as Class I directors to hold office until the 2024 annual meeting of stockholders (because Proposals 2 and 3 below were also approved). The results of the vote were as follows:

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Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors and Provide for the Annual Election of Directors

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The stockholders approved an amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors. The results of the vote were as follows:

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Amendments to the Company’s Bylaws to Provide that Directors may be Removed by the Holders of a Majority of the Shares then Entitled to Vote at an Election of Directors and, if Proposal 2 is Approved, With or Without Cause

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The stockholders approved amendments to the Company’s Bylaws to provide that directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors and, since Proposal 2 was approved, with or without cause. The results of the vote were as follows:

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Amendment to the Company’s Certificate of Incorporation to Replace all Supermajority Voting Standards for Amendments to the Certificate of Incorporation With a Majority Standard

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The stockholders approved an amendment to the Company’s Certificate of Incorporation to replace all supermajority voting standards for amendments to the Certificate of Incorporation with a majority standard. The results of the vote were as follows:

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An amendment to the Company’s Bylaws to Replace all Supermajority Voting Standards for Amendments to the Bylaws With a Majority Standard

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The stockholders approved an amendment to the Company’s Bylaws to replace all supermajority voting standards for amendments to the Bylaws with a majority standard. The results of the vote were as follows:

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Ratification of the Appointment of Ernst & Young LLP for Fiscal 2023

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The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2023, ending February 3, 2024. The results of the vote were as follows:

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Advisory Vote to Approve the Company’s Executive Compensation

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The stockholders approved the Company’s executive compensation. The results of the advisory vote were as follows:

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Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Executive Compensation

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The stockholders expressed a preference that an advisory vote on the Company’s executive compensation occur every year. The results of the advisory vote were as follows:

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In accordance with the results of this vote, the Board of Directors of the Company determined to implement an advisory stockholder vote to approve the Company’s executive compensation every year until the next required advisory vote on the frequency of future advisory votes on the Company’s executive compensation, which is scheduled to occur at the Company’s 2029 annual meeting of stockholders.

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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.

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(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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Item 9.01.Financial 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.

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SIGNATURES

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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.

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