[8-K] ESTEE LAUDER COMPANIES INC Reports Material Event

Rhea-AI Filing Summary

The Estée Lauder Companies Inc. reported the results of its November 13, 2025 Annual Meeting of Stockholders. Stockholders elected six directors, including William P. Lauder and Eric L. Zinterhofer, to new terms on the board. PricewaterhouseCoopers LLP was ratified as independent auditor for the fiscal year ending June 30, 2026, with 1,459,584,433 votes in favor and minimal opposition.

Stockholders also approved, on an advisory basis, the compensation of named executive officers, with 1,314,884,277 votes for and 129,353,712 against. In addition, they approved amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make miscellaneous changes to Articles IV, V and VI, each proposal receiving more than 1.36 billion votes in favor.

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 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

Date of Report (Date of earliest event reported)

November 13, 2025

The Estée Lauder Companies Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-14064

11-2408943

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

767 Fifth Avenue, New York, New York

10153

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

212-572-4200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $.01 par value			EL			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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						Restated Certificate of Incorporation, dated November 13, 2025.
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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FAQ

What did Este9e Lauder (EL) stockholders vote on at the 2025 Annual Meeting?

Stockholders voted on director elections, ratification of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending June 30, 2026, an advisory vote on executive compensation, and two proposals to amend the Restated Certificate of Incorporation relating to officer monetary liability and miscellaneous changes to Articles IV, V and VI.

Were all Este9e Lauder (EL) director nominees elected at the 2025 meeting?

Yes. Stockholders elected William P. Lauder, Annabelle Yu Long, Dana Strong, Jennifer Tejada, Richard F. Zannino as Class II directors for terms ending at the 2028 Annual Meeting, and Eric L. Zinterhofer as a Class I director for a term ending at the 2027 Annual Meeting.

Did Este9e Lauder (EL) stockholders approve the auditor for fiscal 2026?

Yes. Stockholders approved the ratification of PricewaterhouseCoopers LLP as Este9e Lauder27s independent auditors for the fiscal year ending June 30, 2026, with 1,459,584,433 votes for, 218,869 against, and 150,347 abstentions.

How did Este9e Lauder (EL) stockholders vote on executive compensation in 2025?

Stockholders approved, on an advisory basis, the compensation of named executive officers, with 1,314,884,277 votes for, 129,353,712 votes against, 142,752 abstentions, and 15,572,908 broker non-votes.

What changes to Este9e Lauder27s Restated Certificate of Incorporation were approved?

Stockholders approved amendments to eliminate the monetary liability of certain officers as permitted by Delaware law and to make miscellaneous changes to Article IV, as well as separate amendments making miscellaneous changes to Articles V and VI. Each proposal received more than 1.36 billion votes in favor.

Did Este9e Lauder (EL) stockholders support the charter amendments related to officer liability?

Yes. The proposal to amend the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and make miscellaneous changes to Article IV received 1,363,859,732 votes for, 80,380,713 against, 140,296 abstentions, and 15,572,908 broker non-votes.

Where can investors find the updated Este9e Lauder charter after the 2025 votes?

The approved amendments from proposals four and five are included in the updated Restated Certificate of Incorporation, which is filed as Exhibit 3.1 dated November 13, 2025.