Ulta Beauty, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 06/07/2023   Download
SEC Document
SEC Filing

On June 1, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

The election of Michelle L. Collins, Patricia A. Little, Heidi G. Petz and Michael C. Smith as Class I directors;
An amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors;
Amendments to the Company’s Bylaws to provide that directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors and, if Proposal 2 is approved, with or without cause;
An amendment to the Company’s Certificate of Incorporation to replace all supermajority voting standards for amendments to the Certificate of Incorporation with a majority standard;
An amendment to the Company’s Bylaws to replace all supermajority voting standards for amendments to the Bylaws with a majority standard;
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year 2023, ending February 3, 2024;
An advisory vote to approve the Company’s executive compensation; and
An advisory vote on the frequency of future advisory votes on the Company’s executive compensation.