ULTA 8-K: Smart Summary

At Ulta Beauty's 2026 Annual Meeting on June 9, 2026, stockholders elected ten directors to serve until the 2027 annual meeting and approved the Ulta Beauty, Inc. 2026 Incentive Award Plan, which replaces the prior 2011 Incentive Award Plan.

• Article Twelve (Exculpation Amendment) — Amended and restated in its entirety to extend the existing exculpation from monetary damages for breach of fiduciary duty to cover both directors and officers (as defined under Section 102(b)(7) of the DGCL), to the extent permitted by the DGCL; prior provision covered only directors. Any amendment, modification, or repeal of the new provision shall not adversely affect any right or protection of a director or officer existing at the time of, or increase the liability of any director or officer with respect to acts or omissions occurring prior to, such change.
• Article Fifteen (Forum Selection Amendment — new article added) — Added a new Article Fifteen designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction, another state court or federal court located within Delaware) as the sole and exclusive forum for: (a) derivative actions brought on behalf of the Corporation, (b) claims of breach of fiduciary duty by any director, officer, or employee, (c) claims arising under any provision of the DGCL, and (d) claims governed by the internal affairs doctrine. Additionally, the federal district courts of the United States shall be the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law. Any person acquiring any interest in shares of the Corporation's capital stock is deemed to have notice of and consented to these provisions. No such article previously existed in the Certificate of Incorporation.

• Ulta Beauty, Inc. 2026 Incentive Award Plan — stockholder-approved on June 9, 2026; replaces the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (no new awards may be granted under the Prior Plan after April 13, 2026); aggregate of 5,001,201 shares of common stock available for issuance, comprised of 3,500,000 newly authorized shares and 1,501,201 shares remaining available under the Prior Plan as of April 13, 2026; awards available include stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards; non-employee Director annual compensation cap of $900,000 (sum of cash or other compensation and grant-date fair value of Awards); no more than 3,500,000 shares may be issued pursuant to Incentive Stock Options; Board approved the plan on March 26, 2026; effective date is June 9, 2026

• Martin Brok — 34,753,758 for / 528,513 against (98.50%)
• Kelly E. Garcia — 34,755,399 for / 527,459 against (98.51%)
• Catherine A. Halligan — 34,377,238 for / 906,108 against (97.43%)
• Stephenie Landry — 34,776,079 for / 505,443 against (98.57%)
• Patricia A. Little — 34,674,997 for / 608,490 against (98.28%)
• George R. Mrkonic — 34,720,104 for / 562,487 against (98.41%)
• Lorna E. Nagler — 33,238,507 for / 2,044,509 against (94.21%)
• Gisel Ruiz — 33,383,704 for / 1,899,954 against (94.62%)
• Michael C. Smith — 34,759,812 for / 522,586 against (98.52%)
• Kecia L. Steelman — 35,182,682 for / 100,180 against (99.72%)

• Director Martin Brok — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,753,758 votes for (98.50%)
• Director Kelly E. Garcia — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,755,399 votes for (98.51%)
• Director Catherine A. Halligan — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,377,238 votes for (97.43%)
• Director Stephenie Landry — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,776,079 votes for (98.57%)
• Director Patricia A. Little — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,674,997 votes for (98.28%)
• Director George R. Mrkonic — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,720,104 votes for (98.41%)
• Director Lorna E. Nagler — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 33,238,507 votes for (94.21%)
• Director Gisel Ruiz — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 33,383,704 votes for (94.62%)
• Director Michael C. Smith — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 34,759,812 votes for (98.52%)
• Director Kecia L. Steelman — elected at the 2026 Annual Meeting on June 9, 2026 to hold office until the 2027 annual meeting of stockholders; received 35,182,682 votes for (99.72%)

• Amendment to Certificate of Incorporation – Officer Exculpation (Exculpation Amendment) — 30,394,172 for / 4,878,646 against / 43,103 abstain (69.77% of shares outstanding) — passed
• Amendment to Certificate of Incorporation – Exclusive Forum Selection Provisions (Forum Selection Amendment) — 31,053,673 for / 4,212,304 against / 49,944 abstain (71.29% of shares outstanding) — passed
• Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal 2026 — 33,540,095 for / 4,500,462 against / 40,566 abstain (88.08%) — passed
• Advisory Vote to Approve Executive Compensation — 27,487,649 for / 7,777,149 against / 51,123 abstain (77.83%) — passed
• Approval of the Ulta Beauty, Inc. 2026 Incentive Award Plan — 31,757,224 for / 3,514,995 against / 43,702 abstain (89.92%) — passed