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 leadership changes, including the appointment of 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.

• Recognized for sustainability, diversity, and workplace equality, with multiple external accolades in 2024-2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing five Class II directors (to 2028) and one Class I director (to 2027).

• Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendments to the Certificate of Incorporation to eliminate certain officer monetary liability and make miscellaneous changes.

• Shareholder proposals and director nominations for 2026 must comply with advance notice and SEC rules.

Board of directors and corporate governance

• The board consists of 14 directors, with staggered three-year terms and a majority of independent members.

• Lauder family maintains 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; new policy limits director nominations after age 74 (except CEO).

• CEO succession planning and risk oversight are ongoing board priorities.