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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2021, the Compensation Committee of the Board of Directors of Ulta Beauty, Inc. (the “Company”) approved new form of award agreements evidencing restricted stock units that vest in part based upon satisfaction of performance goals (“PSUs”) and stock options granted under the Company’s 2011 Incentive Award Plan in the forms attached hereto as Exhibits 10.1 and 10.2, respectively. Under the PSU agreement, the number of restricted stock units earned is determined based on satisfaction of earnings before income taxes (“EBT”) and revenue goals for the Company’s 2021 and 2022 fiscal years, with a target level performance cap if the Company’s total shareholder return for its 2021-2023 fiscal years is not positive. The PSUs also require a third year of time vesting. The stock options vest in 25% annual increments beginning March 15, 2022 and each anniversary thereafter through March 15, 2025.
Also on March 25, 2021, the Compensation Committee approved the following grants of PSUs (50% of award value), stock options (30% of award value) and restricted stock units (“RSUs”) (20% of award value) for the Company’s Chief Executive Officer and other named executive officers. Other than with respect to Ms. Dillon, the grants of PSUs and stock options are based on Exhibits 10.1 and 10.2, respectively, and the RSUs are based on the form of award agreement previously filed. The RSUs 100% cliff vest on March 15, 2024.
Grant Date Fair | Grant Date Fair | Grant Date Fair | |||||||||
Mary N. Dillon |
| 2,600,000 | 1,560,097 | 1,040,260 | |||||||
David C. Kimbell |
| 2,255,000 | 1,353,033 | 902,294 | |||||||
Scott M. Settersten |
| 832,249 | 499,434 | 332,957 | |||||||
Jodi J. Caro |
| 439,234 | 263,572 | 175,983 | |||||||
Jeffrey J. Childs |
| 296,712 | 178,095 | 118,957 |
Ms. Dillon’s awards reflect her ongoing commitment and leadership in her role as Chief Executive Officer through June 2, 2021 and thereafter as Executive Chair of the Company’s Board of Directors. To further align her interests with the Company, Ms. Dillon retains her right to vest in her PSUs, stock options and RSUs at the same time and based on the same performance factors as other executives, as long as she continues to provide services as Chief Executive Officer through June 2, 2021, as Executive Chair of the Board through the Company’s annual meeting of stockholders in 2022 and, thereafter complies with certain non-compete, non-solicitation and confidential information covenants through the normal scheduled vesting date. Ms. Dillon’s PSU, stock option and time vesting RSU agreements are attached as Exhibits 10.3, 10.4 and 10.5, respectively, and the agreement which details the restrictive covenants is attached as Exhibit 10.6.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the Exhibit Index below are being filed herewith.
Exhibit |
| Description |
10.1 | ||
10.2 | ||
10.3 | Restricted Stock Unit Award Agreement—PSUs—dated March 25, 2021, with Mary Dillon. | |
10.4 | Stock Option Agreement dated March 25, 2021, with Mary Dillon. | |
10.5 | Restricted Stock Unit Award Agreement dated March 25, 2021, with Mary Dillon. | |
10.6 | Confidential Information & Restrictive Covenants Agreement with Mary Dillon. | |
104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
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: March 29, 2021 | By: | /s/ Jodi J. Caro |
Jodi J. Caro | ||
General Counsel, Chief Compliance Officer & Corporate Secretary | ||
