Estee Lauder Companies Inc

1. 1

   Election of five Class III Directors

   ManagementBoard: FOR

   Elect Stéphane de La Faverie, Jean-Frédéric Dufour, Gary M. Lauder, Jane Lauder, and Matthew E. Rubel to serve as Class III directors until the 2029 Annual Meeting of Stockholders.

2. 2

   Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement under Item 402 of Regulation S-K.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narratives disclosed under Item 402 of Regulation S-K. Management is seeking approval as part of the required Say on Pay process under Section 14A of the Securities Exchange Act. The Company states that its compensation program is intended to attract and retain world-class talent and motivate achievement of short- and long-term goals. The program emphasizes performance-based compensation, including annual incentive bonuses and long-term equity awards. For fiscal 2026, the CEO’s target pay mix was 90% performance-based and the average target mix for other NEOs was 80% performance-based. The Company highlights equity alignment, stock ownership guidelines, clawback policies, and risk review as governance features. Fiscal 2026 NEO annual incentive payouts ranged from 134.9% to 136.8% of target, while fiscal 2024 PSUs produced no payout because performance was below threshold. Approximately 91% of votes cast supported the prior year’s advisory compensation proposal, which management says it considered in continuing its compensation approach. The Board recommends FOR the proposal, while emphasizing that the advisory vote is not binding but will be considered by the Compensation Committee and Stock Plan Subcommittee.

4. 4

   Stockholder Proposal Requesting Additional Reporting on Plastic Packaging

   Shareholder — Green Century Equity FundBoard: AGAINST

   Request that the Company issue, within one year and at reasonable cost, a report assessing how it could increase the scale, pace, and rigor of efforts to reduce health and environmental harm from plastic packaging and quantify and track total plastic usage.

   More detail

   Green Century Equity Fund argues that Estée Lauder’s cosmetics packaging contributes to a large global plastic-waste problem and exposes the Company to environmental, health, regulatory, legal, and market-access risks. The proponent emphasizes that only a small share of global plastic waste is recycled and that extended producer responsibility rules can increase costs for difficult-to-recycle packaging. It also points to consumer preferences and competitor disclosures as evidence that stronger packaging transparency may affect brand competitiveness. The proposal requests a report within one year, at reasonable cost and excluding proprietary information, evaluating how the Company could increase the scale, pace, and rigor of efforts to reduce harm from plastic packaging. It specifically asks the Company to quantify and track total plastic usage, with a possible time-bound total plastic-reduction goal. The proponent distinguishes total plastic use from the Company’s existing goal to reduce virgin petroleum content, arguing that the current goal may not reduce aggregate plastic volume. Management opposes the proposal because it believes existing Sustainability Report disclosures and Packaging Sustainability Guidelines already address the relevant risks and initiatives. The Company cites goals to improve recyclability, expand refillable packaging, increase recycled content, source paper responsibly, and reach at least 50% non-virgin petroleum content in plastic packaging by 2030. Management also states that it tracks packaging composition, weight, recycled content, refillable and reusable formats, and recyclability information, and gives examples such as Aveda’s paper-based sachet reducing plastic use by more than 80%. The Board concludes that additional reporting would not meaningfully enhance investor understanding and recommends voting AGAINST Item 4.

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When is the Estee Lauder Companies Inc 2026 annual meeting?

Estee Lauder Companies Inc (EL) holds its 2026 annual shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Estee Lauder Companies Inc 2026 meeting?

The record date for the Estee Lauder Companies Inc 2026 meeting is Friday, September 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Estee Lauder Companies Inc's 2026 meeting?

The board is presenting 5 director nominees at the Estee Lauder Companies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Estee Lauder Companies Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Estee Lauder Companies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.