Ulta Beauty Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2025, Ulta Beauty, Inc. (the “Company” or “Ulta Beauty”) adopted an Executive Severance Plan (the “Severance Plan”), which provides for the payment of severance and other benefits to its executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended) in the event of an involuntary termination of employment with Ulta Beauty without “Cause” (as is defined in the Severance Plan), other than (i) any such termination in connection with a change in control of the Company, or (ii) a termination of employment due to death or disability and subject to certain further exceptions. The Company’s Executive Change in Control and Severance Plan, dated March 24, 2017, (the “CIC Plan”) will continue to apply and govern with respect to eligible terminations of employment thereunder.
In the event of a qualifying termination under the Severance Plan, the executive officer will be entitled to receive the following:
| ● | Two (2) times the executive officer’s base salary in effect at the time of termination, payable in bi-weekly installments over a period of twenty-four (24) months; |
| ● | One (1) times the lower of (i) the executive officer’s target annual bonus in effect at the time of termination of employment and (ii) the actual bonus for the fiscal year in which the termination of employment occurs, as determined by the Compensation Committee of the Company’s Board of Directors, payable in a cash lump sum when annual bonuses for such fiscal year are paid to the Company’s employees generally; and |
| ● | Company-paid COBRA premium payments for up to 12 months following the termination date. |
The executive’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of an effective general release of claims in favor of the Company and the executive officer’s continued compliance with applicable restrictive covenants during the executive’s employment and for a period of twenty-four (24) months following the executive officer’s termination of employment.
Outstanding equity awards held by the executive officer as of the date of termination of employment will be treated in accordance with the terms and conditions of the applicable Company equity compensation plan and award agreement.
The Severance Plan replaces in full and supersedes any other severance protections provided to the executive officers, including, without limitation, any individual letters or other plans (other than those provided under the CIC Plan). The foregoing descriptions of the Severance Plan and the CIC Plan are qualified in their entirety by reference to the full text of the Severance Plan and CIC Plan, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the Exhibit Index below are being furnished herewith.
Exhibit | | Description |
10.1 | Ulta Beauty, Inc. Executive Severance Plan, dated December 15, 2025. | |
10.2 | ||
104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
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SIGNATURES
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.
ULTA BEAUTY, INC. | ||
Date: December 18, 2025 | By: | /s/ Rene G. Cásares |
Rene G. Cásares | ||
Chief Legal Officer | ||
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