📜 What This Document Is 🗓️

This is a Definitive Proxy Statement (DEF 14A). Think of it as the Annual Report Card for the company that tells stockholders exactly what they are voting on at the Annual Meeting. The meeting is scheduled for Tuesday, June 9, 2026.

👉 This document is highly detailed governance material. It doesn't focus on sales numbers, but rather on who runs the company, how they are paid, and what rules they are following. You can expect to read about director elections, corporate governance rules, and executive pay structures.

💄 What Ulta Beauty Does 🛍️

In simple terms, Ulta Beauty is a massive retail giant that sells a vast selection of cosmetics, skincare, and fragrances. Unlike smaller niche brands, Ulta operates as a comprehensive destination for beauty lovers, focusing on "self-expression, experimentation, and self-investment."

👉 The company doesn't just sell products; it curates a highly engaging shopping experience across both physical stores and its mobile app. They sell to a customer base that has high expectations for the entire shopping journey.

📈 Business Achievements and Financial Health 🚀

The recent Compensation Discussion and Analysis (CD&A) highlights a year of intentional transformation for the company. Ulta executed its "Ulta Beauty Unleashed plan" to sharpen its focus and prepare for profitable growth in the competitive beauty market.

• Strong Sales Growth: Net sales increased by $1.1 billion to reach $12.4 billion in fiscal 2025. This represents a solid growth of 9.7% compared to fiscal 2024.
  • Why it matters: Increased revenue proves that despite a tough market, the core business strategy is working and attracting customers.
• Operating Efficiency: Operating income accounted for 12.4% of sales, and diluted earnings per share increased 1.2%.
  • Why it matters: These metrics signal that not only are they selling more, but they are also managing their costs efficiently as they grow.
• Loyalty and Digital Engagement: They significantly grew their loyalty program, increasing membership by 5% to a record 46.7 million members. Furthermore, the company reported that approximately 60% of online sales were made through their app.
  • Why it matters: Loyalty programs and direct app usage mean they have direct relationships with customers, which is much more valuable than relying solely on third-party platforms.

🌎 International Expansion and Scale 🗺️

Ulta is actively transforming itself into a global brand. This strategic shift involves acquiring new international brands and expanding its physical footprint in multiple countries.

• Acquisitions: A major step was the acquisition of Space NK, a luxury beauty retailer that operates over 80 stores in the U.K. and Ireland.
  • Why it matters: This immediately boosts Ulta's presence in the highly lucrative European luxury market.
• Geographic Growth: The company continues its global push by developing a joint venture in Mexico and establishing a store presence in the Middle East through a franchise partnership with Alshaya Group.
  • Why it matters: These steps show management's commitment to diversifying revenue sources beyond the U.S. market.
• Physical Growth: Ulta expanded its reach by opening 60 net new stores, relocating four existing stores, and remodeling 42 stores.
  • Why it matters: A physical expansion combined with digital strength solidifies their market presence.

👥 Board of Directors and Expertise 🏛️

The Board of Directors oversees the company's massive operations, and its structure is critical for guiding the company's future. The Board has a strong focus on maintaining independence and continually refreshing its skills.

• Leadership Separation: The Board has elected to separate the roles of CEO and Chair. This structure, where the Chair is an independent, non-executive director, is intended to "enhance the accountability of the CEO to the Board, strengthens the Board’s independence from management."
  • Why it matters: This setup is considered a best practice in corporate governance, keeping management accountable to independent oversight.
• Diverse Expertise: The directors bring diverse skills essential for a modern retailer. For instance:
  • Lorna E. Nagler brings nearly 40 years of retail expertise in merchandising and operations.
  • Kelly E. Garcia offers deep expertise in e-commerce and digital technology, having led online development for major companies.
  • Kecia L. Steelman (CEO) brings over 30 years of experience in retail leadership, including overseeing the launch of Ulta Beauty @ Target.
• Committees: The Board established three key committees: the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee. These committees are comprised solely of independent directors, ensuring objective oversight of financial and corporate matters.

🛡️ Governance and Risk Oversight 💼

The Board takes its role in overseeing risk very seriously. They do not run the day-to-day risk management (that's management's job), but they provide critical guidance and oversight of the entire enterprise risk structure.

• Scope of Risk: The Board monitors a wide range of risks, including not only traditional operational or financial risks but also modern threats like cybersecurity, data privacy, Artificial Intelligence (AI), and climate-related environmental risks.
  • Why it matters: This demonstrates that the company’s governance model is forward-thinking and prepares for future systemic risks, not just current ones.
• Governance Enhancements: The Board has committed to continuous improvement, including implementing an AI advisory group composed of directors. This group offers advice on AI strategies and risks, supporting the full Board's oversight duties.
• Director Limitations: The Board has adopted clear rules, such as requiring directors to have an annual election and adhering to an age limit of 75 years, which encourages "board refreshment" and keeps the board dynamic.

💵 Executive and Board Compensation Details 💰

A significant portion of the filing details how the key executives and independent directors are compensated. The goal is to align their personal financial success with the company's long-term performance.

• Executive Pay Philosophy: Compensation is performance-based, meaning executive pay opportunities are tied to achieving "superior performance."
• Director Payments: For fiscal 2025, non-employee directors receive an annual equity retainer of $175,000 in Restricted Stock Units (RSUs). Additionally, roles like the Non-Executive Chair receive a $200,000 annual cash retainer.
  • Why it matters: This structure ensures that the directors benefit financially only when the company does well.
• Stock Ownership: The company has implemented strict guidelines requiring non-employee directors to hold shares of common stock valued at at least five times their annual cash retainer by the fifth anniversary of joining the Board.

📑 Key Proposals for Stockholder Vote ✅

Stockholders are voting on several material proposals that will determine the structure and rules of the company moving forward.

• Proposal One (Director Election): Stockholders vote to elect ten specific individuals (including Martin Brok, Kelly E. Garcia, and Kecia L. Steelman) to serve until 2027. Note that the Board is reducing its size from twelve to ten following the retirement of two directors (Michelle L. Collins and Heidi G. Petz).
  • Why it matters: This proposal fundamentally determines the leadership and expertise guiding Ulta Beauty.
• Proposal Two (Exculpation Amendment): This asks stockholders to amend the Certificate of Incorporation. This amendment would limit the personal liability of certain corporate officers for breaches of fiduciary duty, as permitted by amendments to Delaware law.
  • Why it matters: Passing this proposal makes the company more attractive to top executive talent, as it reduces the personal risk associated with holding senior officer positions.

📬 Meeting Information and Contacts 🛎️

If you plan to vote or have questions, these are the key dates and contacts:

• Annual Meeting Date: Tuesday, June 9, 2026.
• Internet/Telephone Voting Deadline: Stockholders must return their proxy card or vote by 10:59 pm CDT on June 8, 2026.
• Voting Instructions (Beneficial Ownership): Use www.proxyvote.com or 1-800-690-6903.
• Questions on Proxy Materials: Contact the proxy solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, New York, NY 10022, or (212) 750-5833.
• Company Investor Site: Information is available at https://ulta.com/investor.

🧠 The Analogy

If the Board of Directors were a city government, the Proxy Statement would be the agenda for the annual town hall meeting. They are voting on who gets elected (the council members), whether the city rules need updating (the governance proposals), and how much those elected officials get paid (compensation). Every decision impacts the long-term function and reputation of the city.

🧩 Final Takeaway

Ulta Beauty is executing a strategic shift to become a dominant global e-commerce and retail player. Governance, therefore, is paramount: the company is making sure its leadership, rules, and operational structure are robust enough to support massive international growth and new digital challenges.