Share Ownership Guidelines
The compensation committee has established the following share ownership guidelines to strengthen the focus of our senior officers on our long‑term goals and further align their interests with stockholders:
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Position
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Required Amount
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CEO
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6X Base Salary
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Other NEOs
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3X Base Salary
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Chief Non-NEOs
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2X Base Salary
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Shares of common stock held in brokerage accounts for the executives’ benefit in trust, through tax qualified retirement plans, PBSs (which have been earned based on performance, but which are still subject to time vesting), RSUs and the gain in value (i.e. “in‑the‑money value”) of vested and unvested stock options held are included in determining whether the ownership requirement has been met and sustained. Each executive has five years following appointment to meet the applicable stock ownership requirements of their position. All executives are in compliance with our share ownership guidelines.
Clawback Provisions
We maintain a robust compensation recovery or “clawback” policy applicable to all Section 16 officers as well as other employees who receive equity grants or are otherwise selected for coverage.
Under the clawback policy, the compensation committee may recover and/or cancel previously granted or earned incentive compensation (including recovery of gains realized thereon) in the event: (a) that Ulta Beauty is required to materially restate its financial or operating results (whether or not there is any fraud or misconduct and whether or not the executive whose compensation is subject to clawback is responsible, but excluding restatements caused by changes in accounting rules, reclassification or other retrospective changes not caused by fraud or misconduct), (b) of fraud or misconduct (regardless of whether the fraud or misconduct is related to a restatement of financial or operating results), (c) of a violation of Ulta Beauty’s Code of Business Conduct, or (d) of a violation of any applicable non‑compete, non‑solicitation or confidentiality covenants.
Policy on Ulta Beauty Stock Investments
Our insider trading policy prohibits trading in puts, calls, and other derivative securities on our stock and also prohibits the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our stock by officers, directors, and employees. In addition, our insider trading policy prohibits our executive officers, directors, and other designated insiders from holding Company stock in a margin account or pledging our stock as collateral for a loan, with certain limited exceptions.
Long‑Term Incentive Granting Policy
We have a general policy of making equity grants (stock options and RSUs) for new executive officers and NEOs once our trading window opens on the third business day following the date our earnings announcement is made for each fiscal quarter. The window generally remains open for 30 days. The annual LTIP grant is generally made in the open window following our fourth quarter earnings announcement. This timing of stock option, PBS, and RSU grants is thus generally consistent with when our executives and directors would be allowed to trade in our common stock under our insider trading policy. The compensation committee determined that setting the exercise price for stock options at this time was prudent in that it allowed for the market to process all reported public information prior to establishing the price. Such a practice thereby eliminates any potential manipulation regarding the timing of stock option grants. All stock option, PBS, and RSU grants for executives and NEOs are approved in advance by the compensation committee.
PROPOSAL THREE
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
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What are you voting on?
An advisory resolution to approve the Company’s executive compensation.
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The Board of Directors is committed to excellence in governance. As part of that commitment, Ulta Beauty is asking stockholders to vote on a resolution to approve the compensation of our NEOs as disclosed in this proxy statement. This advisory resolution, commonly referred to as a “say‑on‑pay” resolution, is non‑binding on the Company and the Board of Directors. However, the Board and the compensation committee value the opinions of the stockholders and will carefully consider the outcome of the vote when making future compensation decisions. In accordance with the results of the non‑binding advisory vote at our 2017 Annual Meeting of Stockholders concerning the frequency of an advisory vote on the compensation paid to our NEOs, this non‑binding advisory vote will be held on an annual basis until the Board elects to implement a different frequency or until the next required non‑binding advisory vote on frequency.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL THREE
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As described more fully above, our executive compensation program is structured to provide compensation opportunities that:
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reflect the competitive marketplace in which the Company operates;
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link annual incentive compensation to Company performance goals that support stockholder value;
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focus a significant portion of an executive’s compensation on equity‑based incentives to align interests closely with stockholders; and
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attract, motivate, and retain key executives who are critical to our long‑term success. A significant portion of the Company’s executive compensation is performance‑based, and we emphasize such incentives to ensure that total compensation reflects our overall success or failure and to motivate executive officers to meet appropriate performance measures.
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We believe that the fiscal 2019 compensation of our NEOs was appropriate and aligned with the Company’s performance. We urge stockholders to read the Compensation Discussion and Analysis section of this proxy statement, as well as the Summary Compensation Table and the related tables and disclosures, for a more complete understanding of how our executive compensation policies and procedures operate.
The Company is asking stockholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the stockholders of Ulta Beauty, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion thereto.
Because the vote is advisory, it will not be binding upon the Board or the compensation committee. However, the compensation committee will consider the outcome of the vote in determining future compensation policies and decisions.
The affirmative vote of the holders of a majority of the shares present by virtual presence online or represented by proxy and entitled to vote at the Annual Meeting will be required to approve the advisory resolution on executive compensation. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non‑votes will be counted towards a quorum but will not be counted for any purpose in determining whether this proposal has been approved.
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CEO PAY RATIO
The SEC requires companies to disclose the ratio of the total annual compensation of the CEO to the median of the total annual compensation of all of our employees, other than the CEO.
We explain below how we made reasonable efforts to identify our median employee and calculate both the median employee’s total annual compensation and the total annual compensation of our CEO. As permitted by the SEC, we have used reasonable estimates, assumptions, and methodologies to prepare this disclosure.
The SEC provided companies with flexibility to calculate their CEO pay ratio in a manner that best suits their facts and circumstances. Our CEO pay ratio is specific to Ulta Beauty, Inc. and should not be used as a basis for comparison with the CEO pay ratios disclosed by other companies.
We identified our median employee by (1) identifying all employees on November 8, 2019, (2) calculating each employee’s cash compensation (salary, wages, bonuses, and commissions) earned through that date and (3) then ranking all 49,612 employees by compensation from high to low and selecting the employee who had the median cash compensation. We calculated the median employee’s total annual compensation for 2019 according to the same methodology we used for calculating Ms. Dillon’s total annual compensation as reported in the Summary Compensation Table on page 34, to determine both our median employee’s total annual compensation and Ms. Dillon’s for purposes of the ratio.
Using this methodology for fiscal 2019, our median employee’s total annual compensation was $16,857 and our CEO’s total annual compensation was $7,064,799. The resulting ratio of our CEO’s total annual compensation to the total annual compensation of our median employee was approximately 419:1.
The SEC’s rules require us to identify our median employee for this purpose using our employee population on a date that occurs during the three-month period ending on the last day of our fiscal year. As such, our median employee always includes seasonal and temporary employees we hire to assist during our fourth quarter holiday season. If we exclude the 7,829 temporary and seasonal employees that were employed on November 8, 2019 from the above calculation, our median employee’s 2019 compensation was $20,400 resulting in a CEO pay ratio of 348:1. We believe this pay ratio more accurately reflects the comparison of our CEO’s 2019 pay with the pay provided in 2019 to a median employee who is more representative of our stable workforce.
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Security Ownership of Certain Beneficial Owners and Management
The following table presents information concerning the beneficial ownership of the shares of our common stock as of April 6, 2020 by:
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each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock;
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each of our NEOs, directors, and nominees; and
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all of our executive officers, directors, and nominees as a group.
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Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 6, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
The following table lists applicable percentage ownership based on 56,309,476 shares of common stock outstanding as of April 6, 2020. Unless otherwise indicated, the address for each of the beneficial owners in the table below is c/o Ulta Beauty, Inc., 1000 Remington Blvd., Suite 120, Bolingbrook, IL 60440.
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Number of Shares
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Percentage
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Name and Address of Beneficial Owner
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Beneficially Owned
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Beneficially Owned
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5% stockholders:
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The Vanguard Group (1)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
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6,094,966
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10.8
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%
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BlackRock Inc. (2)
55 East 52nd Street
New York, New York 10055
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4,003,459
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7.1
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%
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AllianceBernstein L.P. (3)
1345 Avenue of the Americas
New York, New York 10105
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2,909,856
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5.2
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%
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Number of Shares
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Percentage
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Name and Address of Beneficial Owner
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Beneficially Owned
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Beneficially Owned
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NEOs, directors and nominees:
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Mary N. Dillon (4)
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172,069
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*
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David C. Kimbell (5)
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29,859
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*
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Scott M. Settersten (6)
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14,343
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*
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Jodi J. Caro (7)
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12,615
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*
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Jeffrey J. Childs (8)
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17,431
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*
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Sally E. Blount
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989
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*
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Michelle L. Collins
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3,779
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*
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Robert F. DiRomualdo (9)
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256,286
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*
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Catherine A. Halligan
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2,655
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*
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Charles Heilbronn (10)
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2,087,047
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3.7
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%
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Patricia A. Little
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—
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*
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Michael R. MacDonald
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7,256
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*
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George R. Mrkonic (11)
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4,351
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*
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Lorna E. Nagler (12)
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28,201
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*
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Michael C. Smith
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—
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*
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All current directors and executive officers as a group (15 persons) (13)
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2,636,881
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4.7
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%
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1.
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Based solely on the Schedule 13G/A filed by The Vanguard Group on February 12, 2020. This holder reports sole voting power with respect to 88,208 of these shares, shared voting power with respect to 18,013 of these shares, sole dispositive power with respect to 5,994,112 of these shares and shared dispositive power with respect to 100,854 of these shares.
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2.
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Based solely on the Schedule 13G/A filed by BlackRock, Inc. on February 6, 2020. This holder reports sole voting power with respect to 3,497,340 of these shares and sole dispositive power with respect to 4,003,459 of these shares.
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3.
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Based solely on the Schedule 13G/A filed by AllianceBernstein L.P. on February 18, 2020. This holder reports sole voting power with respect to 2,473,828 of these shares, sole dispositive power with respect to 2,905,685 of these shares and shared dispositive power with respect to 4,171 of these shares.
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4.
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Includes stock options to purchase 50,000 shares of common stock exercisable at $164.06 per share, stock options to purchase 9,158 shares of common stock exercisable at $191.76 per share, stock options to purchase 23,417 shares of common stock exercisable at $281.53 per share, stock options to purchase 11,253 shares of common stock exercisable at $204.27 per share, and stock options to purchase 6,606 shares of common stock exercisable at $348.73 per share. Includes 26,544 shares of common stock held by trust.
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5.
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Includes stock options to purchase 2,347 shares of common stock exercisable at $191.76 per share, stock options to purchase 6,578 shares of common stock exercisable at $281.53 per share, stock options to purchase 8,440 shares of common stock exercisable at $204.27 per share, and stock options to purchase 2,742 shares of common stock exercisable at $348.73 per share.
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6.
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Includes stock options to 2,346 shares of common stock exercisable at $191.76 per share, stock options to purchase 2,193 shares of common stock exercisable at $281.53 per share, stock options to purchase 3,448 shares of common stock exercisable at $204.27 per share, and stock options to purchase 2,230 shares of common stock exercisable at $348.73 per share.
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7.
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Includes stock options to purchase 838 shares of common stock exercisable at $165.27 per share, stock options to purchase 3,533 shares of common stock exercisable at $191.76 per share, stock options to purchase 2,674 shares of common stock exercisable at $281.53 per share, stock options to purchase 2,670 shares of common stock exercisable at $204.27 per share, and stock options to purchase 859 shares of common stock exercisable at $348.73 per share.
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8.
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Includes stock options to purchase 868 shares of common stock exercisable at $151.20 per share, stock options to purchase 4,039 shares of common stock exercisable at $191.76 per share, stock options to purchase 2,808 shares of common stock exercisable at $281.53 per share, stock options to purchase 2,725 shares of common stock exercisable at $204.27 per share, and stock options to purchase 797 shares of common stock exercisable at $348.73 per share.
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9.
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Mr. DiRomualdo holds 5,749 shares directly and is deemed to beneficially own all 250,537 shares of common stock held by Naples Ventures LLC, where he is a principal along with Janice DiRomualdo. Mr. DiRomualdo has sole voting and investment power with respect to the shares he holds directly, and has shared voting and investment power with respect to the shares held by Naples Ventures LLC. Mr. DiRomualdo disclaims beneficial ownership of all shares held by Naples Ventures LLC except to the extent of his pecuniary interest therein. 249,585 shares held by Naples Ventures LLC are currently pledged as security.
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10.
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Mr. Heilbronn holds 60,368 shares directly and is deemed to beneficially own all 2,026,679 shares of common stock held by Mousseluxe SARL. Mr. Heilbronn has sole voting power and sole investment power with respect to the 60,368 shares he holds directly, and he has been granted a power of attorney and proxy to exercise voting and investment power with respect to all of the shares shown as beneficially owned by Mousseluxe SARL. Pursuant to this authority, Mr. Heilbronn makes all voting and investment decisions with respect to all such shares and may be deemed to beneficially own all such shares. Mr. Heilbronn disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
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11.
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Includes 1,906 shares of common stock held by trust.
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12.
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Includes stock options to purchase 5,167 of common stock exercisable at $25.80 per share and stock options to purchase 16,666 shares of common stock exercisable at $57.42 per share.
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13.
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Total percentage equals the quotient of total holdings over the sum of shares outstanding and the stock options referenced in the footnotes above.
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C
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ertain Relationships and Transactions
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Related Person Transaction Approval Policy
Our Board of Directors has adopted written policies and procedures regarding the review, approval or ratification of any “related person transaction.” For purposes of these policies and procedures:
•a “related person” means any of the Company’s directors, executive officers, nominees for director, 5% or greater shareholder, or any of their immediate family members; and
•a “related person transaction” generally means a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.
Each executive officer, director, or nominee for director is required to disclose to the audit committee certain information relating to related person transactions for review and approval or ratification by the audit committee. The audit committee is required to disclose any material related person transactions to the full Board of Directors.
Disclosure to the audit committee is required to be made before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director, or nominee for director becomes aware of the transaction or of a material change to such a transaction. Under the policy, the audit committee’s decision to approve or ratify a related person transaction is to be based on the audit committee’s determination that consummation of the transaction is in, or was not contrary to, the best interests of the Company. There were no related person transactions during 2019, except as follows:
Related Person Transactions and Relationships
Charles Heilbronn, one of our directors, is Executive Vice President and Secretary, as well as a director, of Chanel, Inc. In fiscal 2019, Chanel, Inc. sold to Ulta Beauty approximately $23.5 million of fragrances and cosmetics on an arm’s length basis pursuant to Chanel’s standard wholesale terms and is expected to continue to sell fragrances and cosmetics to Ulta Beauty during fiscal 2020.
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PROXY MATERIALS AND ANNUAL MEETING
General — Why am I receiving these materials?
On or about April 22, 2020, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to you, and to all stockholders of record as of the close of business on April 6, 2020 because the Board of Directors of Ulta Beauty is soliciting your proxy to vote at the 2020 Annual Meeting of Stockholders. Our Board has made these proxy materials available to you on the internet, or upon your request, has delivered printed proxy materials to you in connection with the solicitation of proxies for use at the 2020 Annual Meeting of Stockholders. Our 2019 Annual Report, which includes our Form 10‑K for fiscal year ended February 1, 2020, along with this proxy statement and all other relevant corporate governance materials, are also available at the Investor Relations section of our website at http://ir.ultabeauty.com.
Delivery of Materials — Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 2019 Annual Report, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. The Notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
Date, Time and Place — When and where is the 2020 Annual Meeting of Stockholders?
The 2020 Annual Meeting will be held on Wednesday, June 3, 2020, at 10:00 A.M., Central Daylight Time, online at www.virtualshareholdermeeting.com/ULTA2020. The Annual Meeting will be accessible only through the internet. This change is being made due to an abundance of caution related to the coronavirus (COVID-19), and the priority we place on the health and well-being of our stockholders, associates and other stakeholders. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. We intend to return to our usual practice of holding an in person annual meeting in 2021 presuming circumstances permit.
Purpose — What is the purpose of the Annual Meeting of Stockholders?
At our Annual Meeting, stockholders will act upon the matters outlined in this proxy statement and in the Notice of Annual Meeting accompanying this proxy statement.
Attending the Annual Meeting — How can I attend the Annual Meeting by virtual presence online?
You may attend the Annual Meeting by virtual presence online if you were an Ulta Beauty stockholder or joint holder as of the close of business on April 6, 2020, or you hold a valid proxy for the Annual Meeting. To attend the Annual Meeting by virtual presence online, go to www.virtualshareholdermeeting.com/ULTA2020. If you are a stockholder of record, you will also need to provide your control number found on your proxy card. If you are not a stockholder of record but hold shares
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through a broker, trustee or nominee, you will also need to obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, or otherwise provide proof of beneficial ownership on the record date, such as your most recent account statement prior to April 6, 2020, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership, and provide your control number found on the voting instruction card provided by such broker, trustee or nominee. If a stockholder is an entity and not a natural person, the authorized representative must comply with the procedures outlined above and must also present evidence of authority to represent such entity. If a stockholder is a natural person and not an entity, such stockholder and his/her immediate family members will be admitted to the online Annual Meeting, provided they comply with the above procedures.
Participating in the Annual Meeting — How can I participate in the Annual Meeting?
You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 6, 2020. The Annual Meeting will begin promptly at 10:00 a.m. Central Daylight Time. Online check-in will begin at 9:45 a.m. Central Daylight Time, and you should allow ample time for the online check-in procedures. If you have difficulty accessing the meeting, please call 800-586-1548 (US) or 303-562-9288 (International). We will have technicians available to assist you.
Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. The other methods by which you may vote are described in the Notice and elsewhere in this proxy statement.
This year’s shareholders question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/ULTA2020. We will post questions and answers if applicable to our business in the Investor Relations section of our website shortly after the meeting.
Multiple Sets of Proxy Materials — What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote each proxy card and voting instruction card that you receive.
Record Holders and Beneficial Owners — What is the difference between holding shares as a Record Holder versus a Beneficial Owner?
Most Ulta Beauty stockholders hold their shares through a broker or other nominee rather than directly in their own name. There are some distinctions between shares held of record and those owned beneficially:
Record Holders — If your shares are registered directly in your name with our Transfer Agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record or Record Holder and the Notice was sent directly to you by Ulta Beauty. As the stockholder of record, you have the right to grant your voting proxy directly to Ulta Beauty or to vote by attending the Annual Meeting online.
Beneficial Owner — If your shares are held in a brokerage account or by another nominee, you are considered the Beneficial Owner of shares held in street name, and the Notice was forwarded to you from your broker, trustee or nominee. As a Beneficial Owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the Annual Meeting by virtual presence online. Since a Beneficial Owner is not the stockholder of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing how to vote your shares. If you do not provide specific voting instructions to your broker by May 24,
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2020 (10 days before the Annual Meeting), your broker can vote your shares with respect to “discretionary” items, but not with respect to “non‑discretionary” items. The election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 3) are considered non‑discretionary items, while the ratification of the appointment of our independent registered public accounting firm (Proposal 2) is considered a discretionary item. On non‑discretionary items for which you do not give your broker instructions, the shares will be treated as broker non‑votes.
Voting — Who can vote and how do I vote?
Only holders of our common stock at the close of business on April 6, 2020 will be entitled to notice of and to vote at the Annual Meeting. At the close of business on April 6, 2020, we had outstanding and entitled to vote 56,309,476 shares of common stock. Each holder of our common stock on such date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting by virtual presence online. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by proxy. You can vote by proxy over the internet by following the instructions provided in the Notice, or if you requested to receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the internet by following the instructions provided in the Notice, or if you requested to receive printed proxy materials, you can also vote by mail or telephone by following the voting instructions provided to you by your broker, bank, trustee or nominee.
If you attend the Annual Meeting online, you may also submit your vote at www.virtualshareholdermeeting.com/ULTA2020 at the meeting, and any previous votes that you submitted will be superseded by the vote that you cast at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the Record Holder a legal proxy issued in your name.
Revocation of Proxy — May I change my vote after I return my proxy?
Yes. Even after you have submitted your proxy/vote, you may revoke or change your vote at any time before the proxy is exercised by (i) the timely delivery of a valid, later‑dated proxy, timely written notice of revocation with our Corporate Secretary at our principal executive offices at 1000 Remington Blvd., Suite 120, Bolingbrook, IL 60440; or (ii) by attending the Annual Meeting online and voting at the meeting. Attendance at the Annual Meeting by virtual presence online will not, by itself, revoke a proxy.
Quorum — What constitutes a quorum?
Presence at the Annual Meeting, by virtual presence online or by proxy, of the holders of a majority of the common stock outstanding on April 6, 2020 will constitute a quorum, permitting the Annual Meeting to proceed and business to be conducted. As of April 6, 2020, 56,309,476 shares of common stock were outstanding. Thus, the presence, by virtual presence online or by proxy, of the holders of common stock representing at least 28,154,738 shares will be required to establish a quorum. Proxies received but marked as abstentions and broker non‑votes will be included in the calculation of the number of shares considered to be present at the meeting.
Voting Results — Where can I find the voting results of the Annual Meeting?
We will publish final voting results in a Current Report on Form 8‑K that will be filed with the SEC within four business days of the Annual Meeting.
Solicitation — Who will pay the costs of soliciting these proxies?
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and distribution of this proxy statement and any additional information furnished to stockholders. If you choose to access the proxy materials and/or vote
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over the internet, you are responsible for internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding shares of common stock beneficially owned by others to forward to such Beneficial Owners. We may reimburse persons representing Beneficial Owners of common stock for their reasonable costs of forwarding solicitation materials to such Beneficial Owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone, or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers, or other regular employees for such services.
Additional Matters at the Annual Meeting — What happens if additional matters are presented at the Annual Meeting?
Other than the three proposals described in this proxy statement, we are not aware of any other properly submitted business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Mary N. Dillon, our Chief Executive Officer, and Jodi J. Caro, our General Counsel, Chief Compliance Officer and Corporate Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors.
Stockholder Proposals — What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders?
Proposals by stockholders that are submitted for inclusion in our proxy materials for our 2021 Annual Meeting of Stockholders must follow the procedures provided in Rule 14a-8 under the Exchange Act. To be timely under Rule 14a-8, they must be received by our Corporate Secretary by December 23, 2020.
Under our Bylaws, if a stockholder does not submit a proposal for inclusion in our proxy materials but does wish to propose an item of business to be considered at our 2021 Annual Meeting of Stockholders (other than director nominations), that stockholder must provide specified information to us no earlier than February 3, 2021 and no later than March 5, 2021. Stockholders are also advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals.
Proposals by stockholders must be mailed to our Corporate Secretary at our principal executive offices at 1000 Remington Blvd., Suite 120, Bolingbrook, IL 60440.
Nomination of Directors — How do I submit a proposed director nominee to the Board of Directors for consideration or use the proxy access provisions of Ulta Beauty’s Bylaws to nominate a director candidate for the 2021 Annual Meeting of Stockholders?
Any stockholder may propose director nominees for consideration by the Board of Directors’ nominating and corporate governance committee. Any such recommendation should include the nominee’s name and qualifications for membership on the Board of Directors and should be directed to our Corporate Secretary at the address of our principal executive offices set forth above. Such recommendation should disclose all relationships that could give rise to a lack of independence and also contain a statement signed by the nominee acknowledging that he or she will owe a fiduciary obligation to Ulta Beauty and our stockholders. The section titled “Corporate Governance – Nomination Process – Qualifications” above provides additional information on the nomination process. In addition, please review our Bylaws in connection with nominating a director, as our Bylaws generally require a stockholder to provide certain information about the nominee, the stockholder, and the shares of Ulta Beauty held by the stockholder and nominee to us.
In addition, effective June 3, 2020 (so commencing with the 2021 Annual Meeting of Stockholders), our Bylaws will provide that under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in our proxy materials for an Annual Meeting of Stockholders. These proxy access provisions of our Bylaws provide, among other things, that a stockholder or group of no more than 20 stockholders seeking to include their director candidates in our proxy materials must own 3% or more of Ulta Beauty’s outstanding common stock continuously for at least
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the previous three years. The number of stockholder-nominated candidates appearing in any of our proxy materials cannot exceed the greater of two or 20% of the number of directors then serving on the Board. If 20% is not a whole number, the maximum number of stockholder-nominated candidates would be the closest whole number below 20%. Based on the current Board size of eleven directors, the maximum number of proxy access candidates that we would be required to include in our proxy materials is two. Nominees submitted under the proxy access procedures that are later withdrawn or are included in the proxy materials as Board-nominated candidates will be counted in determining whether the 20% maximum has been reached. If the number of stockholder nominated candidates exceeds 20%, each nominating stockholder or group of stockholders may select one nominee for inclusion in the proxy materials until the maximum number is reached. The order of selection would be determined by the amount (largest to smallest) of shares of Ulta Beauty common stock held by each nominating stockholder or group of stockholders. Requests to include stockholder-nominated candidates in our proxy materials for our 2021 Annual Meeting of Stockholders must be received by our Corporate Secretary, at the address of our principal executive offices set forth above, no earlier than November 23, 2020 and no later than December 23, 2020. The nominating stockholder or group of stockholders also must deliver the information required by our aBylaws, and each nominee must meet the qualifications required by our Bylaws, so we advise stockholders to review our Bylaws.
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Other Matters
The Board of Directors knows of no other matters that will be presented for consideration at the 2020 Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, it is the intention of the proxy holders, Mary N. Dillon, our Chief Executive Officer, and Jodi J. Caro, our General Counsel, Chief Compliance Officer and Corporate Secretary, to vote on such matters in accordance with their best judgment.
Your vote is important. Whether or not you plan to attend the Annual Meeting by virtual presence online, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.
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By Order of the Board of Directors
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Jodi J. Caro
General Counsel, Chief Compliance Officer and Corporate Secretary
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April 22, 2020
A COPY OF ULTA BEAUTY’S ANNUAL REPORT TO THE SEC ON FORM 10‑K FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2020 IS AVAILABLE WITHOUT CHARGE THROUGH THE INVESTOR RELATIONS SECTION OF OUR WEBSITE AT HTTP://IR.ULTABEAUTY.COM, AND UPON WRITTEN REQUEST TO: INVESTOR RELATIONS, ULTA BEAUTY, INC., 1000 REMINGTON BLVD., SUITE 120, BOLINGBROOK, IL 60440.
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VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 2, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ULTA BEAUTY, INC. 1000 REMINGTON BLVD. SUITE 120 BOLINGBROOK, IL 60440 During The Meeting - Go to www.virtualshareholdermeeting.com/ULTA2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 2, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D00485-P37616 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ULTA BEAUTY, INC. The Board of Directors recommends you vote FOR ALL the following Class I Directors to hold office until the 2023 Annual Meeting of Stockholders: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) Michelle L. Collins Patricia A. Little Michael C. Smith For Against Abstain The Board of Directors recommends you vote FOR proposals 2 and 3. ! ! ! ! ! ! 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2020, ending January 30, 2021 3. To vote on an advisory resolution to approve the Company's executive compensation NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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The Proxy Statement and Annual Report to Stockholders for the year ended February 1, 2020 are available at http://ir.ultabeauty.com. D00486-P37616 ULTA BEAUTY, INC. Annual Meeting of Stockholders June 3, 2020 10:00 AM This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints Mary N. Dillon and Jodi J. Caro as proxies, with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Ulta Beauty, Inc. held of record by the undersigned on April 6, 2020, at the Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/ULTA2020, on June 3, 2020, or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side
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