Ulta Beauty (ULTA) Proxy filing summary

Executive summary

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

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

• Proxy materials are distributed primarily online to expedite access, reduce costs, and minimize environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, limiting officer liability, adding forum selection provisions, ratifying Ernst & Young LLP as auditor, approving executive compensation, and adopting the 2026 Incentive Award Plan.

• All proposals are recommended for approval by the Board.

• Voting can be conducted online, by phone, or by mail, with detailed instructions provided.

Board of directors and corporate governance

• The Board is declassified, with annual elections for all directors and a majority vote standard.

• Board refreshment has added six new directors in four years, enhancing diversity and expertise.

• All committees are composed of independent directors; the Board is led by an independent, non-executive Chair.

• Directors are subject to age and service limits, stock ownership requirements, and annual self-evaluations.

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