01—Abstract
Summary
Summary of the 8-K filed November 13, 2024. Cited figures are marked; the original filing is the authoritative source.
On November 8, 2024, The Estée Lauder Companies Inc. held its Annual Meeting of Stockholders and its stockholders approved amendments to the Amended and Restated Fiscal 2002 Share Incentive Plan (the Share Plan).
The amendments increase the aggregate number of Class A Common Stock shares available for issuance under the Share Plan by 12,000,000, require a minimum 12-month earning/vesting period for Benefits (with a carve-out of up to 600,000 shares for stockholder-approved amendments, along with other exceptions), set double-trigger vesting as the default treatment upon a change in control unless benefits are not assumed or substituted or the plan committee determines otherwise, remove the individual annual share cap for participants other than non-employee directors, and extend the Share Plan term to November 8, 2034. The amended plan text is filed as Exhibit 10.1. At the same meeting, stockholders elected four Class I directors, Paul J.
Fribourg, Jennifer Hyman, Arturo Nuñez and Barry S. Sternlicht, to three-year terms ending at the 2027 Annual Meeting. Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2025, and approved, on an advisory basis, the compensation of the named executive officers.
Votes against the advisory say-on-pay proposal totaled 97,539,821, with 1,318,895,954 votes for. For investors, the filing's most material items are the expanded share authorization and the governance changes to the Share Plan, which affect potential future equity dilution and change-in-control treatment of awards. The filing describes the Share Plan amendments and the voting results only; it does not describe financial results.
02—Key points
Key Highlights
- Stockholders approved amendments to the Share Plan that add 12,000,000 shares of Class A Common Stock available for issuance.
- The amendments set a minimum 12-month vesting period for most Benefits, with a carve-out for up to 600,000 shares of Class A Common Stock.
- Default change-in-control treatment is now double-trigger vesting, unless awards are not assumed or substituted or the committee determines otherwise.
- The individual annual share cap for participants other than non-employee directors has been removed, and the Share Plan term is extended to November 8, 2034.
- Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez and Barry S. Sternlicht were elected Class I directors with terms ending at the 2027 Annual Meeting.
- PricewaterhouseCoopers LLP was ratified as independent auditors for the fiscal year ending June 30, 2025, with 1,437,245,506 votes for.
- The advisory say-on-pay vote passed with 1,318,895,954 votes for and 97,539,821 votes against.
03—Questions
Frequently Asked Questions
How many additional shares were added to the Share Plan?
The amendments increase the aggregate number of Class A Common Stock shares available for issuance under the Share Plan by 12,000,000 shares.
What changed about vesting under the Share Plan?
Benefits must generally have a minimum earning/vesting period of 12 months, with carve-outs for events such as death, disability, retirement qualification, assumed awards and certain other events. Benefits representing up to 600,000 shares of Class A Common Stock are excluded from this minimum period following stockholder approval of the amendments.
How are awards treated in a change in control?
The amended plan provides default double-trigger vesting of Benefits upon a change in control, unless the Benefits are not assumed or substituted, or the committee administering the plan determines other treatment is appropriate.
Which directors were elected at the November 8, 2024 meeting?
Stockholders elected Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez and Barry S. Sternlicht as Class I directors, each for a three-year term until the 2027 Annual Meeting. Votes for ranged from 1,306,484,026 (Sternlicht) to 1,407,330,107 (Nuñez).
Did stockholders approve the executive compensation?
Yes. The advisory vote on named executive officer compensation was approved, with 1,318,895,954 votes for, 97,539,821 votes against, 458,296 abstentions and 21,104,887 broker non-votes.
04—Continue