8-K 1 d709573d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2014

 

 

ULTA SALON, COSMETICS & FRAGRANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33764   36-3685240

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1000 Remington Blvd., Suite 120

Bolingbrook, Illinois 60440

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (630) 410-4800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 3, 2014, Kenneth T. Stevens notified the Board of Directors (the “Board”) of Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) that he will not seek re-election as a director of the Board at the Company’s 2014 Annual Meeting of Stockholders, scheduled for June 5, 2014 (the “Annual Meeting”). Mr. Stevens will continue to serve as a director and Non-Executive Chairman until the Annual Meeting. Mr. Stevens’ resignation is due to the increasing time his other business obligations require and is not because of a disagreement on any matter relating to the Company’s operations, policies or practices.

The Board has appointed Charles J. Philippin, a member of the Board since 2008, as Non-Executive Chairman of the Board upon the completion of Mr. Stevens’ term, subject to the re-election of Mr. Philippin at the Annual Meeting.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ULTA SALON, COSMETICS & FRAGRANCE, INC.
Date: April 9, 2014     By:  

/s/ Robert S. Guttman

      Robert S. Guttman
      Senior Vice President, General Counsel and Secretary