8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 16, 2022

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33764	38-4022268
(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 and zip code)

(630) 410-4800

(Registrant’s telephone number, including area code)

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 C.F.R. §230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ULTA	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

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

On February 16, 2022, Ulta Beauty, Inc. (the “Company”) issued a press release regarding the election of Kelly E. Garcia and Gisel Ruiz to the Company’s Board of Directors (the “Board”). Mr. Garcia and Ms. Ruiz will both stand for reelection at the 2022 annual meeting of the stockholders. A copy of the press release is furnished as Exhibit 99 to this report.

There is no arrangement or understanding between either of Mr. Garcia or Ms. Ruiz and any other persons pursuant to which either of them were selected as a director, and there are no related party transactions involving Mr. Garcia or Ms. Ruiz that are reportable under Item 404(a) of Regulation S-K.

Item 9.01Financial Statements and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits. The exhibits listed in the exhibit index below are being filed herewith.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Ulta Beauty, Inc. on February 16, 2022 announcing the election of Kelly E. Garcia and Gisel Ruiz to the Company’s Board of Directors.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

2

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 BEAUTY, INC.
Date: February 16, 2022	By:	/s/ Jodi J. Caro
		Jodi J. Caro
		General Counsel and Chief Risk & Compliance Officer

3

EX-99.1

Exhibit 99.1

ULTA BEAUTY ANNOUNCES ADDITIONS TO BOARD OF DIRECTORS

Kelly E. Garcia and Gisel Ruiz Appointed as Independent Directors

Bolingbrook, IL February 16, 2022 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced that Kelly E. Garcia, executive vice president and chief technology officer of Domino’s Pizza, Inc. (NYSE: DPZ), and Gisel Ruiz, former executive vice president and chief operating officer of the Sam’s Club Division of Walmart, Inc. (NYSE: WMT), have been elected to its Board of Directors effective February 16, 2022.

“We are thrilled to welcome Kelly and Gisel to the Ulta Beauty family and are confident their leadership and operational expertise in key, strategic areas will only strengthen our work,” said Mary Dillon, executive chair. “The Ulta Beauty Board of Directors’ unique insights and perspectives continue to guide the important work the company does to shape how the world sees and experiences beauty while reflecting the beautifully diverse guests we serve.”

Mr. Garcia joins the Ulta Beauty board with more than 24 years of professional technology and leadership experience. He is the executive vice president and chief technology officer of Domino’s Pizza, where he is responsible for providing the company’s technology vision and leadership as well as developing and implementing strategic technology initiatives to support and improve the business globally. His broad technology experience includes global e-commerce, loyalty, and innovation. Prior to joining Domino’s, Garcia was vice president of business intelligence and North American operations for R. L. Polk & Company. He holds a B.S. in computer science and engineering from The Ohio State University.

Ms. Ruiz joins the Ulta Beauty board with more than 26 years of professional retail and leadership experience. She retired from her role as executive vice president and chief operating officer of the Sam’s Club division of Walmart in 2019. During her tenure there, she held a variety of leadership roles in operations and human resources with wide ranging responsibilities including cost optimization, real estate operations, in-store innovation and sustainability. Ruiz holds a B.S. from Santa Clara University and currently serves as a member of the Board of Directors of Cracker Barrel Old Country Store, Inc., TelevisaUnivision and Vital Farms, Inc.

With these additions, the Ulta Beauty Board now consists of 13 members; 54% are women, 31% are racially diverse and 38% joined within the last five years.

About Ulta Beauty

At Ulta Beauty (NASDAQ: ULTA), the possibilities are beautiful. Ulta Beauty is the largest U.S. beauty retailer and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products and salon services. In 1990, the Company reinvented the beauty retail experience by offering a new way to shop for beauty – bringing together all things beauty, all in one place. Today, Ulta Beauty operates more than 1,300 retail stores across 50 states and also distributes its products through its website, which includes a collection of tips, tutorials, and social content. For more information, visit www.ulta.com.

Ulta Beauty was recently added to the Bloomberg Gender Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation and transparency. More information about Ulta Beauty’s corporate responsibility efforts can be found at www.ulta.com/investor/ESG.

Investor Contacts:

Kiley Rawlins, CFA

Vice President, Investor Relations

krawlins@ulta.com

Media Contact:

Eileen Ziesemer

Vice President, Public Relations

eziesemer@ulta.com

(708) 305-4479

XML

Document and Entity Information	Feb. 16, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 16, 2022
Entity File Number	001-33764
Entity Registrant Name	ULTA BEAUTY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-4022268
Entity Address, Address Line One	1000 Remington Blvd.
Entity Address, Adress Line Two	Suite 120
Entity Address, State or Province	IL
Entity Address, City or Town	Bolingbrook
Entity Address, Postal Zip Code	60440
City Area Code	630
Local Phone Number	410-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ULTA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001403568
Amendment Flag	false