The Estée Lauder Companies (EL) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on November 13, 2025, with voting on director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation.

• Fiscal 2025 saw an 8% decline in net sales, a net loss per share, and significant executive leadership changes, including a new CEO and CFO.

• The company introduced the 'Beauty Reimagined' strategy to restore growth and achieve double-digit adjusted operating margins over the next few years.

• The board expresses gratitude for the legacy of Leonard A. Lauder, who passed away in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing five Class II directors and one Class I director, ratifying PwC as auditors, approving executive compensation, and two sets of amendments to the certificate of incorporation.

• Board recommends voting FOR all proposals.

• Amendments include officer exculpation as permitted by Delaware law and miscellaneous updates to governance documents.

Board of directors and corporate governance

• The board consists of 14 directors, with a majority being independent; the Lauder family retains significant control through a dual-class stock structure and a stockholders' agreement.

• Board committees include Audit, Compensation, and Nominating & ESG, with independent leadership on key committees.

• Board diversity includes gender and racial representation, and a new age limit for director nominations (other than CEO) after age 74.

• CEO succession planning and risk oversight are ongoing priorities.