Greetings, welcome to the Ulta Beauty 2026 annual meeting of stockholders. As a reminder, this webcast is being recorded. It is now my pleasure to introduce the non-executive Chair of Ulta Beauty, Inc. Board of Directors, Ms. Lorna Nagler. Please proceed.
Good morning, welcome to the Ulta Beauty 2026 annual meeting of stockholders. As you know, we are holding the annual meeting online. Our team has worked hard to offer you the same participation opportunities as would be provided at an in-person annual meeting, while further enhancing the online experience available to all stockholders, regardless of the location. We would like to thank you for taking the time to attend virtually. It is now 10:01 A.M. Central Time on June 9th, 2026. I hereby call the meeting to order. If you have not voted yet, please do so now, as we will close the polls in a few minutes. You may vote by clicking on the Voting button on the web portal and following the instructions there.
Before we begin the business portion of this meeting, I would like to introduce the other directors and certain officers of our company who are all present and, like me, participating virtually today. Other members of the Board of Directors: Martin Brok, Kelly Garcia, Catherine Halligan, Stephenie Landry, Patricia Little, George Mrkonic, Gisel Ruiz, Michael Smith, and Kecia Steelman, the company's President and Chief Executive Officer. Other officers of the company: Amiee Bayer-Thomas, Chief Retail Officer. Lauren Brindley, Chief Merchandising and Digital Officer. Rene Cásares, Chief Legal Officer and Corporate Secretary. Chris DelOrefice, Chief Financial Officer. Andy Lightfoot, CEO, Space NK. Anita Ryan, Chief Human Resources Officer. Erik Lopez, Chief Supply Chain Officer. Kelly Mahoney, Chief Marketing Officer, and Kristin Wolf, Chief Strategy and Growth Officer.
At this time, I would like to take a moment to express our sincere gratitude to Michelle Collins and Heidi Petz, both of whom are retiring from the Board effective today, for their years of outstanding service to Ulta Beauty and our Board of Directors. Their contributions have been invaluable. We deeply appreciate their commitment, dedication, and insights throughout the years. We wish Michelle and Heidi all the best in their future endeavors. Please note that there is also a representative from Ernst & Young, the company's independent registered public accounting firm, present virtually today. During the question and answer session at the end of the meeting, the representative from Ernst & Young will be available to answer appropriate questions. Now moving on to the formal business of today's meeting.
Our first action in the general order of business today will be to act upon the official business of the meeting, which consists of six proposals that require stockholder action. We will then receive a report regarding the preliminary voting results. After that, our formal meeting will end, and I will turn the meeting over to Kecia Steelman to offer some comments about the company. After her presentation, we will have a question and answer session. Questions can be submitted via the web portal during this meeting, and we ask each stockholder to limit themselves to one question. Richard Kreps, a representative of Broadridge Financial Solutions, Inc., has been appointed to act as the Inspector of Elections for the meeting and any adjournment or postponement thereof. He has previously taken his oath as the Inspector of Elections for this meeting.
I have been advised by Rene Cásares, the company's Chief Legal Officer and Corporate Secretary, that notice of this meeting has been properly given, and the list of stockholders entitled to vote is available for inspection by any stockholder or their proxy via the web portal for this meeting by using the control number found on your proxy card. Rene, can you please advise as to the number of shares represented at the meeting?
As of the close of business on April 13, 2026, the record date for this meeting, there were 43,560,416 shares of Ulta Beauty common stock issued and outstanding, each with one vote. Based on a report by the Inspector of Elections, stockholders holding over a majority of the shares of common stock outstanding on the record date are present at this meeting virtually or by proxy. This constitutes a quorum under the company's bylaws.
On the basis of that report, I declare that a quorum is present, and this meeting is properly convened and ready to transact business. It is now 10:05 Central Time, and since everyone has now had the chance to vote, I hereby declare that the polls are closed. Let me now ask Rene to review the six proposals and the preliminary results of the voting.
The first proposal to come before this meeting is the election of each of Martin Brok, Kelly E. Garcia, Catherine Halligan, Stephenie Landry, Patricia Little, George Mrkonic, Lorna Nagler, Gisel Ruiz, Mike Smith, and Kecia Steelman as directors to hold office until the 2027 annual meeting of stockholders. Based on a preliminary tabulation provided by the Inspector of Elections, each nominee has been elected to the Board of Directors by the affirmative vote of the holders of at least a majority of the votes cast by the shares of common stock present virtually or represented by proxy and entitled to vote at this meeting.
The second proposal is to approve an amendment to the company Certificate of Incorporation as amended to limit officer liability as permitted by Delaware law. Based on a preliminary tabulation provided by the Inspector of Elections, the proposal to amend the company's certificate of incorporation to limit officer liability has been approved by the affirmative vote of the holders of at least a majority of the shares of common stock outstanding. The third proposal is to approve an amendment to the company's Certificate of Incorporation, as amended, to add specified forum selection provisions. Based on a preliminary tabulation provided by the Inspector of Elections, the proposal to amend the company's Certificate of Incorporation to add forum selection provisions has been approved by the affirmative vote of the holders of at least a majority of the shares of common stock outstanding.
The fourth proposal is to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for our fiscal year 2026, ending January 30, 2027. Based on a preliminary tabulation provided by the Inspector of Elections, the stockholders have ratified the appointment of Ernst & Young to serve as the company's independent registered public accounting firm for fiscal year 2026 by the affirmative vote of the holders of at least a majority of the shares of common stock present virtually or represented by proxy and entitled to vote at this meeting. The fifth proposal is for the stockholders to approve, on an advisory basis, the compensation of the company's named executive officers. A complete description of this proposal can be found in the proxy materials.
Based on a preliminary tabulation provided by the Inspector of Elections, this advisory resolution has been approved by the affirmative vote of the holders of at least a majority of the shares of common stock present virtually or represented by proxy and entitled to vote at this meeting. The sixth and final proposal is for the stockholders to approve the 2026 Ulta Beauty, Inc. Incentive Award Plan. Based on a preliminary tabulation provided by the Inspector of Elections, the 2026 Ulta Beauty, Inc. Incentive Award Plan has been approved by the affirmative vote of the holders of at least a majority of the shares of common stock present virtually or represented by proxy and entitled to vote at this meeting.
Thank you, Rene. On the basis of the preliminary Inspector of Elections report, I declare that the minutes of record reflect the foregoing results. The final voting results will be reported by the company in a current report on Form 8-K within four business days of this meeting, as required by SEC rules. There being no further business to be brought before this meeting, I hereby declare that the meeting is now officially adjourned. It will be now my pleasure to turn the meeting over to our President and Chief Executive Officer, Kecia Steelman. However, before Kecia delivers her remarks, a quick note from our Senior Vice President of Investor Relations, Kylie Rollins, regarding forward-looking statements. Kylie?
Thank you, Lorna. I'd just like to take this opportunity to remind everyone that statements made during Kecia's presentation, and the Q&A session that follows, which are not historical facts, may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our actual future results may differ materially from those projected in such statements due to a number of risks and uncertainties, all of which are described in our filings with the SEC. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. With that being said, I'll now turn things over to Kecia.
Thank you, Kylie. Good morning, everyone, and thank you for joining us. It's my privilege to share an overview of our 2025 performance and some highlights from our first fiscal quarter of 2026. First of all, on behalf of our executive team and Board of Directors, I want to express our appreciation for your continued support and engagement with Ulta Beauty. As I look back on fiscal 2025, I'm proud of what we've achieved as a team and the ways we're aligning with the needs and the values of our guests. I want to begin by thanking our incredible associates who work every day to make Ulta Beauty the most loved destination for guests and the most admired partner for beauty brands, and whose passion and commitment fueled our performance this past year. Fiscal 2025 was a pivotal year for Ulta Beauty.
It marked a period of strategic investment, operational discipline, and transformative change. At the onset of the year, we set a clear intention to re-accelerate growth through the execution of our Ulta Beauty Unleashed strategy. That strategy is grounded in three core pillars: driving growth in our core business, scaling new growth platforms, and realigning our operational foundation for the future. We successfully executed this strategy across the organization, from the boardroom to the sales floor, reigniting our sales and market share growth in both mass and prestige beauty, strengthening our competitive position, and delivering better than expected financial performance. To recap the full year, net sales increased nearly 10% to $12.4 billion, comparable sales increased 5.4%, and diluted earnings per share increased 1.2% to $25.64 per share compared to fiscal 2024. Let me briefly walk through our progress.
First, in our core U.S. business, we returned to best-in-class execution. We enhanced our omnichannel experience, improved conversion rates in stores, and increased guest satisfaction. We expanded our loyalty program by 5% compared to last year, growing to a record 46.7 million active members. These are not just metrics. They represent deeper engagement and stronger relationships with our guests. We also leaned into innovation. In 2025, we hosted more than 100,000 in-store events, creating immersive beauty experiences that differentiated us in the market. Digitally, we introduced new features that improved convenience and personalization, making it easier for guests to discover and shop. Our marketing evolved as well with bold cultural activations that drove record awareness and meaningful earned media value. Equally important, we strengthened our brand portfolio by launching more than 100 new brands, reinforcing our position as the destination for both emerging and established beauty partners.
Our second pillar focused on scaling new growth opportunities. Here, we made significant progress in expanding our global footprint through the acquisition of Space NK and partnerships in Mexico and the Middle East. We ended the year with nearly 100 stores across five countries outside the United States. This marks a meaningful step in our evolution from a domestic retailer to a global beauty platform. In wellness, we added dozens of new brands and expanded our in-store presentation in over 400 locations. We also launched UB Marketplace, extending our assortment into adjacent categories like men's grooming, ultra-luxury, and expanded wellness assortments. This initiative allowed us to meet broader guest needs while driving incremental growth. Our third pillar, aligning our foundation for the future, focuses on how we operate. We made important leadership changes, streamlined decision-making, optimized our cost structure, and invested in technology.
We advanced our use of artificial intelligence from conversational tools and guest services to AI-powered order management systems that enhance fulfillment efficiency. These investments in people, process, and technology position us to scale efficiently and sustainably. Beauty and retail are evolving faster than ever, creating incredible opportunities to grow our business while meeting beauty enthusiasts where they are and leaving a positive impact everywhere they go. As we move into fiscal 2026, we enter the next phase of our Ulta Beauty Unleashed strategy, building on the progress we made in 2025 and returning to profitable growth. Our core U.S. business remains our top priority. We see opportunity to strengthen our assortment, enhance brand partnerships, and deepen guest engagement. We will continue investing in our stores while advancing our digital capabilities, particularly in personalization and discovery. At the same time, we will continue expanding our newer growth platforms.
Internationally, we plan to build on our presence in the U.K., Mexico, and the Middle East. Domestically, we will grow our marketplace and wellness offerings while developing new capabilities in our retail media offering, UB Media, to unlock additional revenue streams. Operationally, we remain focused on efficiency and scalability. Our supply chain transformation, merchandising improvements, and expanded use of AI will support better decision-making, increased productivity, and cost optimization. Importantly, our financial priorities are clear. For fiscal 2026, we expect to return to profitable growth as we balance disciplined investment with a clear focus on delivering sustainable long-term value. Specifically, we are estimating net sales growth of 6%-7% and EPS growth of 10.6%-12.3% for fiscal 2026.
We recently reported our first quarter results. I'm pleased to share the year is off to a solid start with net sales growth of 11.1% and comparable sales growth of 5.3%. Our results were broad-based, with growth across channels and major categories, and demonstrate the strengths of our model, focused execution of our talented associates, and the effectiveness of our strategy, even in the midst of economic uncertainty. We believe that these results demonstrate that consumer engagement with beauty and wellness remains healthy. In closing, I want to thank our more than 60,000 associates for their passion and execution, our brand partners for their collaboration, and you, our stockholders, for your trust and support. I'm incredibly proud of all that we've achieved together this year, and I remain confident in our strategy, energized by the opportunities ahead, and committed to leading the beauty category for years to come.
Now I'd like to turn it back to Rene to kick off our questions and answer the sessions for us. Rene?
Thank you, Kecia. I would now like to invite Kylie Rollins back to join me to moderate today's question and answer session.
Thank you, Rene, and thanks to all of our stockholders who are joining us today. Before we begin, we want to remind you that stockholders can submit questions now on the web portal for this meeting. Out of consideration for others, we ask that each stockholder limit themselves to one question. We'll attempt to answer as many questions as time allows, but only questions that are germane to the meeting and/or our business will be addressed. I'd also like to remind you once again of the company's safe harbor language. The statements made today, which are not historical facts, may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual future results may differ materially from those projected in such statements due to a number of risks and uncertainties, all of which are described in the company's filings with the SEC.
We have one question in the queue. The question comes from a stockholder regarding capital allocation. The question is, would Ulta Beauty ever consider paying a dividend?
Thank you for the question. The topic of initiating a dividend is a discussion that our management team and our Board of Directors have on an ongoing basis. Our capital allocation priorities remain the same. We're reinvesting in our business to drive future growth, followed by returning excess cash to our shareholders. At this time, we've determined that the best and most efficient way for us to return value to shareholders is by buying back stock. We will continue to evaluate our optimal capital structure and could consider paying a dividend in the future when the company is more mature. Thank you.
Thank you, Chris. Rene, there are no more questions in the queue.
Thank you all for joining us for today's annual stockholder meeting. I also want to thank Lorna Nagler and the rest of our Board of Directors, as well as my leadership team, who have joined us via webcast or by phone for this meeting and for sharing in the Q&A session. Thank you.
This now concludes the meeting. Thank you for joining, and have a pleasant day.