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
                                       Value of PSUs ($)     Value of Stock Options ($)     Value of RSUs ($)
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
  No.       Description

10.1          New Form of Restricted Stock Unit Award Agreement-PSUs-under the
            Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan.

10.2          New Form of Stock Option Agreement under the Amended and Restated
            Ulta Beauty, Inc. 2011 Incentive Award Plan.

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).

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