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


As previously announced, effective June 2, 2021, Mary Dillon, formerly the CEO
of Ulta Beauty, Inc. (the "Company"), transitioned to the newly created role of
Executive Chair of the Board of Directors and David Kimbell, formerly the
Company's President, succeeded Mary Dillon as CEO of the Company. In connection
with the foregoing, Mr. Kimbell's base salary was increased to $1,100,000 and
Ms. Dillon's annual cash retainer for serving as the Executive Chair of the
Board of Directors was set at $800,000.

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



On June 2, 2021, the Company held its 2021 annual meeting of stockholders (the
"Annual Meeting"). At the Annual Meeting, the Company's stockholders voted

on
the following proposals:

The election of Catherine A. Halligan, David C. Kimbell, George R. Mrkonic and

? Lorna E. Nagler as Class II directors to hold office until the 2024 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 2021, ending

January 29, 2022; and

? An advisory vote to approve the Company's executive compensation.






As of the close of business on April 5, 2021, the record date for the
determination of the stockholders entitled to notice of, and to vote at, the
Annual Meeting, 55,388,750 shares of the Company's common stock were outstanding
and eligible to vote, with one vote for each share held. Approximately 88.77% 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 Catherine A. Halligan, David C. Kimbell, George R. Mrkonic and Lorna E. Nagler as Class II directors to hold office until the 2024 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)
Catherine
A. Halligan 43,586,471       95.11%        2,239,091        4.89%        3,345,505         N/A

David C.
Kimbell     45,401,394       99.07%         424,168         0.93%        3,345,505         N/A

George R.
Mrkonic     45,059,506       98.33%         766,056         1.67%        3,345,505         N/A

Lorna E.
Nagler      44,956,599       98.10%         868,963         1.90%        3,345,505         N/A









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Ratification of the Appointment of Ernst & Young LLP for Fiscal 2021





The stockholders ratified the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for its fiscal year 2021, ending
January 29, 2022. 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
46,633,031     94.84%        2,476,859     5.04%         61,177      0.12%          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) 41,163,006 89.83% 4,536,084 9.90% 126,472 0.27%


        3,345,505      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 do not have any effect on the voting results on this proposal.









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