Estee Lauder Companies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Package Goods/Cosmetics
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Estée Lauder Companies Inc. (the "Company") held its Annual Meeting of Stockholders on November 13, 2025. Each share of the Company’s Class A Common Stock was entitled to one vote per share, and each share of the Company’s Class B Common Stock was entitled to ten votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.
Proposal One: Election of Directors.
Stockholders elected William P. Lauder; Annabelle Yu Long; Dana Strong, CBE; Jennifer Tejada; and Richard F. Zannino as Class II directors to hold office for a term of three years until the 2028 Annual Meeting and until his or her successor is duly elected and qualified; and Eric L. Zinterhofer as a Class I director to hold office for a term of two years until the 2027 Annual Meeting and until his successor is duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
William P. Lauder | 1,366,473,549 | 77,907,192 | 15,572,908 | |||||||||||||||||
Annabelle Yu Long | 1,443,316,138 | 1,064,603 | 15,572,908 | |||||||||||||||||
Dana Strong | 1,443,584,007 | 796,734 | 15,572,908 | |||||||||||||||||
Jennifer Tejada | 1,372,975,890 | 71,404,851 | 15,572,908 | |||||||||||||||||
Richard F. Zannino | 1,430,185,449 | 14,195,292 | 15,572,908 | |||||||||||||||||
Eric L. Zinterhofer | 1,380,052,495 | 64,328,246 | 15,572,908 | |||||||||||||||||
The continuing Class I Directors are Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez, and Barry S. Sternlicht. The continuing Class III Directors are Charlene Barshefsky, Stéphane de La Faverie, Gary M. Lauder, and Jane Lauder.
Proposal Two: Ratification of Appointment of Independent Auditors.
Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending June 30, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,459,584,433 | 218,869 | 150,347 | — | |||||||||||||||||
Proposal Three: Advisory Vote to Approve Executive Compensation.
Stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,314,884,277 | 129,353,712 | 142,752 | 15,572,908 | |||||||||||||||||
Proposal Four: Approval of Amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof.
Stockholders approved a resolution approving amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,363,859,732 | 80,380,713 | 140,296 | 15,572,908 | |||||||||||||||||
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Proposal Five: Approval of Amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.
Stockholders approved a resolution approving amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,459,199,697 | 438,804 | 315,148 | — | |||||||||||||||||
Item 8.01 Other Events.
The amendments approved by the Company’s stockholders (proposals four and five above) are reflected in the Restated Certificate of Incorporation, a copy of which is Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index below, incorporated herein by reference.
Exhibit Index
| Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
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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: | November 18, 2025 | By: | /s/ Spencer G. Smul | ||||||||
Spencer G. Smul | |||||||||||
Senior Vice President, Deputy General Counsel and Secretary | |||||||||||
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