Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, effectiveJune 2, 2021 ,Mary Dillon , formerly the CEO ofUlta Beauty, Inc. (the "Company"), transitioned to the newly created role of Executive Chair of the Board of Directors andDavid Kimbell , formerly the Company's President, succeededMary Dillon as CEO of the Company. In connection with the foregoing,Mr. Kimbell's base salary was increased to$1,100,000 andMs. 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.
OnJune 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
?
meeting of stockholders;
The ratification of the appointment of
? independent registered public accounting firm for its fiscal year 2021, ending
? An advisory vote to approve the Company's executive compensation.
As of the close of business onApril 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
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 2
Ratification of the Appointment of
The stockholders ratified the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for its fiscal year 2021, endingJanuary 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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