Ulta Beauty (ULTA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, to be held virtually, with voting on key proposals including director elections, amendments to the Certificate of Incorporation, auditor ratification, executive compensation, and a new incentive award plan.

• Board recommends voting in favor of all proposals, emphasizing enhanced governance, risk oversight, and alignment with shareholder interests.

• Proxy materials are distributed primarily via the internet to expedite delivery, reduce costs, and minimize environmental impact.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2027 annual meeting, with two current directors retiring and the board size reducing from twelve to ten.

• Proposal to amend the Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Proposal to add exclusive forum selection provisions for certain legal actions.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2026 Incentive Award Plan for long-term equity and cash incentives.

Board of directors and corporate governance

• Board is majority independent, with an independent non-executive chair and all committees composed of independent directors.

• Annual election of directors, majority vote standard, and director resignation policy in uncontested elections.

• Board refreshment with six new directors in the last four years, enhancing diversity and expertise.

• Proxy access allows significant shareholders to nominate directors in company proxy materials.

• AI advisory group established to oversee strategy and risks related to artificial intelligence.