Estee Lauder Companies Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Package Goods/Cosmetics
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Item 5.02(e) Compensatory Arrangements of Certain Officers
On August 21, 2025 , the Stock Plan Subcommittee of the Compensation Committee of the Board of Directors of The Estée Lauder Companies Inc. (the “Company”) approved a new form of Stock Option Award Agreement, which will be used to make grants to executive officers and non-executive employees under the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan, as amended November 8, 2024.
The new form provides that, in the event of a termination of employment without cause, employees who are not retirement-eligible, including executive officers, will receive pro rata vesting of unvested stock options through the last day paid, rather than full vesting under the prior forms. All remaining unvested stock options will be forfeited. Retirement-eligible employees will continue to receive full vesting upon retirement. The new form also expands and revises the restrictive covenants applicable to option holders, including confidentiality, non-competition, non-solicitation, non-disclosure, non-interference, and non-disparagement provisions, and includes a new forfeiture and clawback provision for non-compliance with such covenants.
The foregoing description of the new form of Stock Option Award Agreement is qualified in its entirety by reference to the form which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. See Exhibit Index below, incorporated herein by reference.
Exhibit Index
| Exhibit No. | Description | ||||||||||
| 10.1* | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
| *Exhibit is a management contract or compensatory plan or arrangement. | |||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ESTÉE LAUDER COMPANIES INC. | |||||||||||
| Date: | August 21, 2025 | By: | /s/ Rashida La Lande | ||||||||
| Rashida La Lande | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
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