01—Abstract
Summary
Summary of the 8-K filed November 18, 2025. Cited figures are marked; the original filing is the authoritative source.
The Estée Lauder Companies Inc. held its Annual Meeting of Stockholders on November 13, 2025, and this Form 8-K reports the results of the votes.
Stockholders elected six directors: William P. Lauder, Annabelle Yu Long, Dana Strong, Jennifer Tejada, and 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. Each share of Class A Common Stock carried one vote and each share of Class B Common Stock carried ten votes, and the vote counts reflect the combined voting of both classes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 30, 2026, and approved, on an advisory basis, the compensation paid to the named executive officers.
Two charter proposals also passed. One amends the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law, along with miscellaneous changes to Article IV. The other makes miscellaneous changes to Articles V and VI.
The amended Restated Certificate of Incorporation is filed as Exhibit 3.1. All proposals were approved.
The say-on-pay vote drew 129,353,712 votes against and 142,752 abstentions, compared with 1,314,884,277 votes for, and William P. Lauder had the largest number of votes withheld among the director nominees at 77,907,192.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held November 13, 2025, with six directors elected: William P. Lauder, Annabelle Yu Long, Dana Strong, Jennifer Tejada and Richard F. Zannino (Class II, term to 2028) and Eric L. Zinterhofer (Class I, term to 2027).
- Director vote for William P. Lauder was 1,366,473,549 for and 77,907,192 withheld; Jennifer Tejada received 71,404,851 withheld votes and Eric L. Zinterhofer received 64,328,246 withheld votes.
- PricewaterhouseCoopers LLP ratified as independent auditors for the fiscal year ending June 30, 2026, with 1,459,584,433 votes for and 218,869 against.
- Advisory say-on-pay proposal approved, with 1,314,884,277 votes for, 129,353,712 against and 142,752 abstentions.
- Stockholders approved amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law, with 1,363,859,732 votes for and 80,380,713 against.
- Stockholders approved miscellaneous changes to Articles V and VI of the Restated Certificate of Incorporation, with 1,459,199,697 votes for and 438,804 against.
- The amended Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the November 13, 2025 Annual Meeting?
William P. Lauder, Annabelle Yu Long, Dana Strong, Jennifer Tejada and Richard F. Zannino were elected as Class II directors to terms ending at the 2028 Annual Meeting. Eric L. Zinterhofer was elected as a Class I director to a term ending at the 2027 Annual Meeting.
Who are the continuing directors after the meeting?
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.
Which independent auditor did stockholders ratify, and for which fiscal year?
Stockholders ratified PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending June 30, 2026, with 1,459,584,433 votes for, 218,869 against and 150,347 abstentions.
What charter changes did stockholders approve?
Stockholders 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 Article IV, as well as miscellaneous changes to Articles V and VI. The amended charter is filed as Exhibit 3.1.
How did stockholders vote on executive compensation?
Stockholders approved, on an advisory basis, the compensation paid to the named executive officers, with 1,314,884,277 votes for, 129,353,712 against, 142,752 abstentions and 15,572,908 broker non-votes.
04—Continue