On May 31, 2012, Ulta Salon, Cosmetics & Fragrance, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.

1. Election of Directors

 Director                 Number of Shares Voted For       Number of Shares Withheld
 Robert F. DiRomualdo                      54,057,358                       1,325,050
 Catherine A. Halligan                     54,942,724                         439,684
 Lorna E. Nagler                           54,063,864                       1,318,544

There were 4,437,207 broker non-votes on the proposal for election of directors.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

59,226,181 shares voted for, 584,087 shares voted against, and 9,347 shares abstained from voting. There were no broker non-votes on this matter.

3. Advisory Vote on Executive Compensation

54,056,057 shares voted for, 1,284,591 shares voted against, and 41,760 shares abstained from voting. There were 4,437,207 broker non-votes on this matter.