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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): June 1, 2022

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

(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:

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

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.      ☐

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Item 5.07Submission of Matters to a Vote of Security Holders.

On June 1, 2022, Ulta Beauty, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

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As of the close of business on April 4, 2022, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 52,227,138 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held. Approximately 87.43% of all shares were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for stockholder consideration at the Annual Meeting:

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Election of Directors

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The stockholders elected Kelly E. Garcia, Michael R. MacDonald and Gisel Ruiz as Class III directors to hold office until the 2025 annual meeting of stockholders. The results of the vote were as follows:

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Ratification of the Appointment of Ernst & Young LLP for Fiscal 2022

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The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2022, ending January 28, 2023. The results of the vote were as follows:

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Advisory Vote to Approve the Company’s Executive Compensation

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The stockholders approved the Company’s executive compensation. The results of the advisory vote were as follows:

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(1)Based on a total of all shares received and eligible to be counted as voted on this proposal at the Annual Meeting.

(2)“N/A” means that broker non-votes do not have any effect on the voting results on this proposal.

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SIGNATURES

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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.

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