Ulta Beauty (ULTA) Proxy filing summary

Voting matters and shareholder proposals

• Proposal Six seeks approval of the 2026 Incentive Award Plan, authorizing up to 5,001,201 shares, including 3,500,000 new shares and 1,501,201 remaining from the prior plan.

• The amendment corrects the definition of “Overall Share Limit” in the plan to accurately reflect the shares available for issuance.

• No other proposals or matters for shareholder consideration are changed by this amendment.

Executive compensation and say-on-pay

• The proposed 2026 Incentive Award Plan is designed to provide equity-based compensation to eligible participants.

Shareholder rights and capital structure

• Shareholders are not required to take further action if they have already voted, unless they wish to change their vote.

• The amendment clarifies the share pool for future equity awards, impacting potential dilution and capital structure.