{"url_path":"/sec/ulta/8-k/2026-06-09/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1403568/0001104659-26-071896-index.html","accession_number":"0001104659-26-071896","cik":"0001403568","ticker":"ULTA","issuer_name":"Ulta Beauty, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1403568/0001104659-26-071896-index.html","primary_entity_key":"0001403568","primary_entity_name":"Ulta Beauty, Inc."},"word_count":360,"has_tables":true,"body_markdown":"**Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n​\n\nAs described in Item 5.07 below, Ulta Beauty, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on June 9, 2026. At the Annual Meeting, the stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan (the “2026 Plan”), which replaces the previously existing Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (the “Prior Plan”). Pursuant to its terms, no awards may be granted under the Prior Plan after April 13, 2026; however, the terms and conditions of the Prior Plan will continue to govern any outstanding awards granted thereunder. The Company’s board of directors (the “Board”) approved the 2026 Plan on March 26, 2026, subject to stockholder approval at the Annual Meeting.\n\nSubject to adjustments for changes in capitalization and the 2026 Plan’s share counting provisions, as of June 9, 2026, an aggregate of 5,001,201 shares of the Company’s common stock may be issued pursuant to awards granted under the 2026 Plan. The 5,001,201 shares is comprised of 3,500,000 newly authorized shares and 1,501,201 shares that remained available for grant under the Prior Plan as of April 13, 2026. Employees and consultants of the Company and its subsidiaries, as well as members of the Board, are eligible to participate in the 2026 Plan. The 2026 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards.\n\nA summary of the material terms of the 2026 Plan is set forth under the caption “Proposal Six – Approval of the Ulta Beauty, Inc. 2026 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”). That summary and the above description of the 2026 Plan do not purport to be complete and are qualified in their entirety by reference to the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02."}