Estee Lauder Companies SEC Filings

The Estée Lauder Companies announced a reorganization of its geographic reporting structure and related methodology changes. The company will report a revised Asia/Pacific region (including Japan, Korea, Hong Kong SAR, Australia and global travel retail) and will report Mainland China as a separate region. Management also changed how it reports certain global and regional activity by (i) excluding intercompany royalty impacts globally, (ii) allocating corporate expenses to all regions instead of primarily to The Americas, and (iii) allocating manufacturing facility impacts to all regions rather than to the facility location. These revisions do not affect consolidated results. The company has recast historical geographic net sales and operating income for fiscal years ended June 30, 2025 and June 30, 2024 and provides those schedules as Exhibit 99.1 for investor comparability.

The Estée Lauder Companies Inc. Proxy Statement outlines items for the virtual 2025 Annual Meeting to be held on November 13, 2025 (9:00 a.m. ET) for holders of record as of September 15, 2025. Stockholders will vote on director elections, ratification of PwC as auditor, an advisory vote on executive compensation, and two proposed Certificate of Incorporation amendments. As of the Record Date there were 234,815,064 shares of Class A and 125,542,029 shares of Class B outstanding, with Class B shares carrying 10 votes per share.

The filing describes management changes and compensation actions in fiscal 2025: Stéphane de La Faverie became President and CEO effective January 1, 2025, with an annual base salary of $1.5 million, target bonus of $3.0 million, and annual equity target of $10.0 million. The company reports a 28% reduction in annualized target senior leadership compensation expense, EAIP payouts for NEOs ranged from 47.5% to 59.2% of target, and PSUs granted in fiscal 2023 paid no payout based on below-threshold performance through June 30, 2025. The Lauder family and related entities control approximately 84% of voting power and the company retains controlled-company governance features including dual-class stock.

Jennifer Tejada, a director of Estee Lauder Companies Inc. (EL), recorded a non‑derivative acquisition on 09/16/2025 representing the reinvestment of dividend equivalents into 3,577.8 stock units. The report shows a per‑unit value of $88.52 and states these stock units will be paid out the first business day of the calendar year following the last date of Ms. Tejada's service as a director. The Form 4 was signed by an attorney‑in‑fact on 09/17/2025.

Eric Louis Zinterhofer, a director of The Estée Lauder Companies Inc. (EL) reported a small acquisition related to dividend-equivalent stock units. The report shows a transaction on 09/16/2025 that resulted in the reinvestment of 4.27 stock units into Class A common stock at an indicated reference price of $88.52, leaving 1,083.09 shares beneficially owned directly after the transaction. The filing explains these units represent reinvested dividend equivalents on outstanding stock units and that the stock units will be paid out the first business day of the calendar year following the director's last service date.

Richard F. Zannino, a director of Estee Lauder Companies Inc. (EL), reported transactions dated 09/16/2025 on a Form 4. The filing shows the acquisition of stock units classified as "Stock Units (Share Payout)" representing the reinvestment of dividend equivalents on outstanding stock units. The filing states the stock units will be paid out the first business day of the calendar year following the last date of the Reporting Person's service as a director. The report indicates direct and indirect beneficial ownership positions related to these stock units, with indirect holdings held by an LLC owned by trusts for family members; the Reporting Person has investment power over those LLC-held securities. The Form 4 was signed on 09/17/2025 by an attorney-in-fact.

Barry S. Sternlicht, reporting through Starwood Capital Group, filed a Form 4 disclosing transactions in Estee Lauder Companies Inc. (EL) dated 09/16/2025. The filing lists two stock unit transactions described as a share payout and a cash payout, both reported as acquisitions through reinvestment of dividend equivalents on outstanding stock units.

The reported entries show 69.79 stock units (share payout) and 181.88 stock units (cash payout) with an indicated price of $88.52. The filing states the stock units will be paid out the first business day of the calendar year following the last date of the reporting person’s service as a director. The reporting person is identified as a director and the Form is filed by one reporting person.

Gary M. Lauder, a director and >10% owner of Estee Lauder Companies, Inc. (EL), reported an acquisition on 09/16/2025 consisting of dividend-equivalent reinvestments into stock units. The filing states these represent reinvestment of dividend equivalents on outstanding stock units and that the units will be paid out the first business day of the calendar year following the last date of his service as a director. The report shows 3,595.52 stock units beneficially owned following the transaction, a transaction price shown as $88.52, and the ownership form is reported as direct.

Jennifer Hyman, a director of Estee Lauder Companies Inc. (EL), reported a non-derivative acquisition on 09/16/2025 consisting of 3,577.8 stock units (Class A Common Stock equivalent) at a reported unit price of $88.52. The filing states these units represent the reinvestment of dividend equivalents on outstanding stock units. The stock units are payable the first business day of the calendar year following the Reporting Person's last date of service as a director. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Paul J. Fribourg, a director of Estée Lauder Companies Inc. (EL), reported two non-derivative stock unit acquisitions on 09/16/2025 that reflect dividend reinvestment into equity-based compensation. The report shows 53.51 stock units for stock payout and 157.86 stock units for cash payout, each with an indicated per-unit value of $88.52, resulting in beneficial ownership amounts of 13,588.96 and 40,083.55 respectively following the transactions. The filing states these units are reinvested dividend equivalents and will be paid out the first business day of the calendar year following the end of the director’s service. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.