01—Abstract
Summary
Summary of the 8-K filed January 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 9, 2025, Ronald S.
Lauder notified The Estée Lauder Companies Inc. that he will retire from its Board of Directors effective January 10, 2025. He had been a Class II director since 2016. The filing states that his retirement is not due to any disagreement with the Company on its operations, policies, or practices.
He will remain Chairman of Clinique Laboratories LLC. The Board elected Eric Zinterhofer as a Class II director, effective upon Mr. Lauder's retirement, as Mr. Lauder's designee under the Stockholders' Agreement. Mr. Zinterhofer is a Founding Partner of Searchlight Capital Partners, L.P., a private equity firm, and previously was a senior partner at Apollo Management, L.P. from 1998 until May 2010.
He will receive the non-employee director compensation described in the Company's Proxy Statement dated September 19, 2024. The filing discloses family relationships: he is the son-in-law of Mr. Lauder, the brother-in-law of current director Jane Lauder, and the husband of Aerin Lauder Zinterhofer, who has agreements with the Company described in the same Proxy Statement. The filing also describes the Stockholders' Agreement among certain Lauder family members and related entities and trusts.
The parties collectively held shares with approximately 84%a of the Company's voting power as of September 30, 2024. Under the agreement, Mr. Lauder designated Ms. Jane Lauder and Mr. Zinterhofer as directors, and the Company's Board leadership changes are therefore tied to the family's governance arrangement.
02—Key points
Key Highlights
- Ronald S. Lauder, a Class II director since 2016, will retire from the Board effective January 10, 2025.
- The filing states Mr. Lauder's retirement is not due to any disagreement with the Company on its operations, policies, or practices.
- Eric Zinterhofer was elected by the Board as a Class II director, effective upon Mr. Lauder's retirement, as his designee under the Stockholders' Agreement.
- Mr. Zinterhofer is a Founding Partner of Searchlight Capital Partners, L.P. and previously was a senior partner at Apollo Management, L.P. from 1998 until May 2010.
- Mr. Zinterhofer is the son-in-law of Mr. Lauder and the husband of Aerin Lauder Zinterhofer, who has agreements with the Company described in the September 19, 2024 Proxy Statement.
- Parties to the Stockholders' Agreement collectively owned shares with approximately 84% of the Company's voting power as of September 30, 2024.
- Mr. Lauder will remain Chairman of Clinique Laboratories LLC.
03—Questions
Frequently Asked Questions
Why is Ronald S. Lauder leaving the Board?
The filing states that Mr. Lauder notified the Company on January 9, 2025 that he will retire from the Board effective January 10, 2025, and that the decision is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
Who is replacing Mr. Lauder on the Board?
The Board elected Eric Zinterhofer as a Class II director as Mr. Lauder's designee under the Stockholders' Agreement. His election is effective upon Mr. Lauder's retirement from the Board.
What is Mr. Zinterhofer's professional background?
He is a Founding Partner of Searchlight Capital Partners, L.P., a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. He previously served as a senior partner at Apollo Management, L.P. from 1998 until May 2010. He is also on the boards of Charter Communications, Inc. and Liberty Latin America Ltd.
Does the new director have related-party ties to the Company?
The filing discloses that Mr. Zinterhofer is the son-in-law of Mr. Lauder, the brother-in-law of current director Jane Lauder, and the husband of Aerin Lauder Zinterhofer, who is Style & Design Director, Estée Lauder Renutriv and has agreements with the Company described in the Proxy Statement dated September 19, 2024.
How does the Stockholders' Agreement affect Board composition?
The parties to the Stockholders' Agreement, which the filing says is described in the September 19, 2024 Proxy Statement, have agreed to vote their shares for Leonard A. Lauder (or one of his sons), Ronald S. Lauder (or one of his daughters), and one person designated by each as a director. The parties collectively held shares with approximately 84% of the voting power as of September 30, 2024. Mr. L. Lauder designated William Lauder and Gary Lauder, and Mr. R. Lauder designated Jane Lauder and Mr. Zinterhofer.
04—Continue