Ulta Beauty Inc
For the period ended Jun 11, 2024. Filed Apr 24, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the**
**Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
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ULTA BEAUTY, INC.
(Name of Registrant as Specified In Its Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
Notice of Annual Meeting of Stockholders
| | When | Where | Who | |
| | 10:00 am CDTon Tuesday,June 11, 2024 | Virtual meeting atwww.virtualshareholdermeeting.com/ULTA2024 | Stockholders ofRecord as ofApril 12, 2024 |
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Meeting Agenda
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| | Proposals | BoardRecommendation | For moreinformation | ||
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| 1 | To elect Michelle L. Collins, Catherine A. Halligan, David C. Kimbell, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Heidi G. Petz, and Michael C. Smith as directors to hold office until the 2025 Annual Meeting of Stockholders | | FOR(all nominees) | | Page 8 |
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| 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2024, ending February 1, 2025 | | FOR | | Page 19 |
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| 3 | To vote on an advisory resolution to approve the Company’s executive compensation | | FOR | | Page 48 |
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We will also consider any other matters that may properly be brought before the meeting or any adjournment or postponement thereof.
Virtual Meeting
We are holding the 2024 annual meeting online, in a virtual meeting (via live webcast) format. You will not be able to attend the annual meeting physically. You or your proxyholder can participate, vote, and examine our stockholder list at the annual meeting by visitingwww.virtualshareholdermeeting.com/ULTA2024 and using your control number found on your proxy card. We believe that a virtual format provides improved communication and the opportunity for participation by a broader group of our stockholders, while reducing costs associated with planning, holding, and arranging logistics for an in-person meeting. In addition, hosting a virtual annual meeting reduces the environmental impact of our annual meeting.
Voting
Stockholders of Ulta Beauty as of the record date are entitled to vote, as follows:
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|---|---|---|---|
| Internet | Telephone | ||
| www.proxyvote.comfor beneficial ownership | 1-800-690-6903for beneficial ownership | Mark, sign and date your proxy card and return it in the pre-addressed postage paid envelope we have provided or return it to: | |
| www.proxyvote.com for registered ownership up until11:59 pm CDT, on June 10, 2024 | or1-800-690-6903for registered ownership up until11:59 pm CDT, on June 10, 2024 | For beneficial ownership:Vote Processingc/o Broadridge51 Mercedes WayEdgewood, NY 11717 | For registered ownership:Proxy ServicesC/O American Stock Transfer & Trust CompanyPO BOX 505008Louisville, KY 40233 9814 |
Your vote is important. Whether or not you plan to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the notice of internet availability of proxy materials you received in the mail. If you received paper copies of the proxy materials, kindly vote by internet or telephone by following the instructions set forth on the enclosed proxy card or mark, sign, and date the enclosed proxy card and return it promptly in the enclosed envelope (which is postage prepaid, if mailed in the United States). Even if you have given your proxy, you may still revoke your proxy and vote by attending the virtual meeting online. Please note, however, that if your shares are held by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain, from your broker, bank, or other nominee, the record holder, and submit a legal proxy issued in your name.For specific instructions on voting, please refer to the section, Questions and Answers — Voting Information/page58.
If you have any questions or need assistance voting, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders, banks and brokers may call: (212) 750-5833
Proxy Materials
This Notice of Annual Meeting, proxy statement, and form of proxy are being distributed and made available around April 24, 2024.
By order of the Board of Directors.
Jodi J. CaroGeneral Counsel, Chief Risk & Compliance Officer and Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.