Current Report Filing (8-k)

Date : 06/10/2019 @ 8:14PM
Source : Edgar (US Regulatory)
Stock : Ulta Beauty Inc (ULTA)
Quote : 262.2  26.18 (11.09%) @ 12:59AM
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Current Report Filing (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) : June 5, 2019

_______________________

 

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, including ZIP code)

 

(630) 410-4800

(Registrant’s telephone number, including area code)

_______________________

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 5, 2019, the Board of Directors of Ulta Beauty, Inc. (the “Company”) amended the Company’s By-Laws to make certain clarifying or immaterial changes to reflect the fact that the offices of the Chief Executive Officer of the Company and the President of the Company are held by different persons. The foregoing description of the changes made to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as amended, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

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

On June 5, 2019,  the Company held its 2019 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s  stockholders voted on the following proposals:

The election of Sally E. Blount,  Mary N. Dillon,  Charles Heilbronn and Michael R. MacDonald as Class III directors to hold office until the 2022 annual meeting of stockholders;

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2019, ending February 1, 2020;  and

An advisory vote to approve the Company’s executive compensation.

As of the April 8, 2019 record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 58,749,238 shares of the Company’s common stock were outstanding and eligible to vote, with one vote for each share held.  Approximately 90.58% 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:

Election of Directors

The stockholders elected Sally E. Blount,  Mary N. Dillon,  Charles Heilbronn and Michael R. MacDonald as Class III directors to hold office until the 2022 annual meeting of stockholders.  The results of the vote were as follows:

 

 

For

 

Withheld

 

Broker Non-Votes

Name

 

Votes

 

Percentage (1)

 

Votes

 

Percentage (1)

 

Votes

 

Percentage (2)

Sally E. Blount

 

49,292,002

 

99.19%

 

400,029

 

0.81%

 

3,523,296

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Mary N. Dillon

 

48,328,235

 

97.26%

 

1,363,796

 

2.74%

 

3,523,296

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Heilbronn

 

46,074,527

 

92.72%

 

3,617,504

 

7.28%

 

3,523,296

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael R. MacDonald

 

47,403,951

 

95.40%

 

2,288,080

 

4.60%

 

3,523,296

 

N/A

 

2

Ratification of the Appointment of Ernst & Young LLP for Fiscal 2019

The stockholders  ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2019, ending February 1, 2020.  The results of the vote were as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

Votes

 

Percentage   (1)

 

Votes

 

Percentage     (1)

 

Votes

 

Percentage     (1)

 

Votes

 

Percentage

51,307,160

 

96.41%

 

1,772,099

 

3.33%

 

136,068

 

0.26%

 

0.00

 

0.00%

Advisory Vote to Approve the Company’s Executive Compensation

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

For

 

Against

 

Abstain

 

Broker Non-Votes

Votes

 

Percentage     (1)

 

Votes

 

Percentage     (1)

 

Votes

 

Percentage     (1)

 

Votes

 

Percentage     (2)

44,347,837

 

89.24%

 

3,690,608

 

7.43%

 

1,653,586

 

3.33%

 

3,523,296

 

N/A

_______________

(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 and/or abstentions do not have any effect on the voting results on this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the Exhibit Index below is being filed herewith.

EXHIBIT INDEX

 

 

 

Exhibit
No.

    

Description

3

 

By-Laws of Ulta Beauty, Inc., as amended through June 5, 2019

 

3

SIGNATURES

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

 

 

 

 

 

ULTA BEAUTY, INC.

 

 

 

Dated:  June 10, 2019

By:

/s/ Jodi J. Caro

 

 

Jodi J. Caro

 

 

General Counsel, Chief Compliance Officer &

 

 

Corporate Secretary

 

4

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