Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2012, Ulta Salon, Cosmetics & Fragrance, Inc. (the "Company") filed a Current Report on Form 8-K under Item 5.02 disclosing that Michael R. MacDonald was appointed to the Board of Directors of the Company (the "Board"), effective October 24, 2012. At the time of that filing, Mr. MacDonald's committee appointments had not yet been determined by the Board. The Company is filing this Current Report on Form 8-K/A to disclose that, on December 12, 2012, the Board appointed Mr. MacDonald to the Compensation Committee, effective December 12, 2012.

Item 8.01 Other Events.

Dennis K. Eck has notified the Board of his intention to step down from his position as Non-Executive Chairman of the Board, effective at the conclusion of the Company's 2013 Annual Meeting of Stockholders expected to occur in June 2013, but will remain a member of the Board and will continue to serve as Chairman of the Board's Compensation Committee. Current Board member Kenneth T. Stevens has been named by the Board to succeed Mr. Eck as Non-Executive Chairman of the Board, effective at the conclusion of the Company's 2013 Annual Meeting of Stockholders.

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