01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
The Estée Lauder Companies Inc. filed this Form 8-K on August 21, 2025 under Item 5.02(e) (Compensatory Arrangements of Certain Officers).
On that date, the Stock Plan Subcommittee of the Compensation Committee of the Board of Directors approved a new form of Stock Option Award Agreement for use in granting options to executive officers and non-executive employees under the Company's Amended and Restated Fiscal 2002 Share Incentive Plan, as amended November 8, 2024. The key change concerns termination without cause. Employees who are not retirement-eligible, including executive officers, will receive pro rata vesting of unvested stock options through their last day paid, rather than the full vesting provided under prior forms, and all remaining unvested options will be forfeited.
Retirement-eligible employees will continue to receive full vesting upon retirement. The new form also expands and revises the restrictive covenants that apply to option holders, covering confidentiality, non-competition, non-solicitation, non-disclosure, non-interference and non-disparagement, and adds a new forfeiture and clawback provision for non-compliance with those covenants.
The filing does not disclose financial results or quantify the economic effect of these changes. The full form of agreement, including the notice of grant, is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Approved a new form of Stock Option Award Agreement under the Amended and Restated Fiscal 2002 Share Incentive Plan, as amended November 8, 2024
- The form applies to grants to executive officers and non-executive employees
- Non-retirement-eligible employees terminated without cause receive pro rata vesting through their last day paid, replacing full vesting under prior forms
- All remaining unvested stock options are forfeited upon a termination without cause for non-retirement-eligible employees
- Retirement-eligible employees continue to receive full vesting upon retirement
- Restrictive covenants are expanded and revised, covering confidentiality, non-competition, non-solicitation, non-disclosure, non-interference and non-disparagement
- A new forfeiture and clawback provision applies to non-compliance with the restrictive covenants
03—Questions
Frequently Asked Questions
What triggered this 8-K filing?
The filing reports under Item 5.02(e), which covers compensatory arrangements of certain officers. The Stock Plan Subcommittee approved a new form of Stock Option Award Agreement on August 21, 2025.
How does the new form change vesting if an employee is terminated without cause?
Employees who are not retirement-eligible, including executive officers, receive pro rata vesting of unvested options through their last day paid, instead of full vesting under the prior forms. Remaining unvested options are forfeited. Retirement-eligible employees still receive full vesting upon retirement.
What new restrictions apply to option holders?
The form expands and revises restrictive covenants covering confidentiality, non-competition, non-solicitation, non-disclosure, non-interference and non-disparagement. It also adds a forfeiture and clawback provision for non-compliance.
Who is covered by the new award agreement?
The form will be used to make grants to executive officers and non-executive employees under the Amended and Restated Fiscal 2002 Share Incentive Plan.
Where can the full terms be found?
The complete form, including the notice of grant, is filed as Exhibit 10.1 to the Current Report, and the filing's description is qualified in its entirety by that exhibit.
04—Continue