{"url_path":"/sec/ulta/8-k/2026-06-09/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":286,"has_tables":true,"body_markdown":"**Item 5.03****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\nAt the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to (i) provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”), and (ii) add exclusive forum provisions that designate that courts located in Delaware will be the exclusive forum for certain legal actions and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Forum Selection Amendment”). The Exculpation Amendment and the Forum Selection Amendment are further described under the captions “Proposal Two – Approval of the Proposed Amendment to our Certificate of Incorporation to Incorporate Delaware Law Provisions Regarding Officer Exculpation” and “Proposal Three – Approval of the Proposed Amendment to our Certificate of Incorporation to Designate an Exclusive Forum for the Adjudication of Certain Legal Matters,” respectively, in the 2026 Proxy Statement and previously approved by the Board.\n\nOn June 9, 2026, the Company filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware. The foregoing descriptions of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.\n\n​"}