Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by The Estée Lauder Companies Inc. on November 13, 2025. The filing details the voting results for five proposals and the subsequent amendments to the company's Restated Certificate of Incorporation.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
Stockholders voted on five proposals. The results for the combined votes of Class A and Class B Common Stock are as follows:
- Proposal One (Election of Directors): All six nominees were elected. Notable vote counts included:
- William P. Lauder: 1,366,473,549 For; 77,907,192 Withheld.
- Annabelle Yu Long: 1,443,316,138 For; 1,064,603 Withheld.
- Dana Strong: 1,443,584,007 For; 796,734 Withheld.
- Jennifer Tejada: 1,372,975,890 For; 71,404,851 Withheld.
- Richard F. Zannino: 1,430,185,449 For; 14,195,292 Withheld.
- Eric L. Zinterhofer: 1,380,052,495 For; 64,328,246 Withheld.
- Proposal Two (Ratification of Auditors): Approved. PricewaterhouseCoopers LLP was ratified for the fiscal year ending June 30, 2026.
- Votes For: 1,459,584,433
- Votes Against: 218,869
- Proposal Three (Say-on-Pay): Approved. Advisory vote to approve executive compensation.
- Votes For: 1,314,884,277
- Votes Against: 129,353,712
- Proposal Four (Amendments to Certificate of Incorporation): Approved. Amendments to eliminate monetary liability of certain officers under Delaware law and miscellaneous changes to Article IV.
- Votes For: 1,363,859,732
- Votes Against: 80,380,713
- Proposal Five (Amendments to Certificate of Incorporation): Approved. Miscellaneous changes to Articles V and VI.
- Votes For: 1,459,199,697
- Votes Against: 438,804
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, outlook, or specific risk factors. It notes that the amendments approved in Proposals Four and Five are reflected in the Restated Certificate of Incorporation (Exhibit 3.1).
Investor Verification Checklist
- Verify the terms of office for the newly elected directors (Class II: 3 years; Class I: 2 years).
- Review the specific language of the amendments to the Restated Certificate of Incorporation regarding officer liability (Exhibit 3.1).
- Note the significant number of votes withheld or cast against certain director nominees and the executive compensation proposal.
- Confirm the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending June 30, 2026.