(b) On October 17, 2012, Bruce L. Hartman resigned as Chief Financial Officer and Assistant Secretary of Ulta Salon, Cosmetics & Fragrance, Inc. (the "Company") by mutual agreement with the Company, effective immediately.

(c) On October 18, 2012, the Company announced that, effective immediately, Scott M. Settersten has been appointed Acting Chief Financial Officer and Assistant Secretary of the Company, as the successor to Mr. Hartman. In connection with such promotion, Mr. Settersten's compensation was adjusted as follows:

• His annual base salary has increased to $325,000.

• He will receive a retention bonus of $150,000, payable as part of the 2012 fiscal year bonuses.

• His target annual incentive for the 2012 fiscal year was increased to 40% of his base salary.

A copy of the press release is filed as Exhibit 99.1 to this report. Mr. Settersten, age 52, joined the Company in January 2005 as a Director of Financial Reporting and has served as Vice President of Accounting since 2010. In his role as Vice President of Accounting, Mr. Settersten was responsible for accounting, tax, external reporting and investor relations and worked closely with the Company's Audit Committee and Board of Directors. Prior to joining the Company, Mr. Settersten spent 15 years with PricewaterhouseCoopers LLP as a certified public accountant serving in various senior manager roles in the assurance and risk management practices. Mr. Settersten earned a Master of Science in Accountancy degree from DePaul University in Chicago and an undergraduate degree from the University of Wisconsin-Stout. Mr. Settersten does not have any family relationships with any of the Company's directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.

(d) Exhibits

Exhibit No.                                  Description
99.1              Press release issued by Ulta Salon, Cosmetics & Fragrance, Inc.
                  on October 18, 2012