Estee Lauder : Submission of Matters to a Vote of Security Holders - Form 8-K
November 23, 2022 at 09:06 am EST
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el-20221118
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 18, 2022
The Estée Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-14064
11-2408943
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
767 Fifth Avenue, New York, New York
10153
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
212-572-4200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $.01 par value
EL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Estée Lauder Companies Inc. (the "Company") held its Annual Meeting of Stockholders on November 18, 2022. Each share of the Company's Class A Common Stock was entitled to one vote per share, and each share of the Company's Class B Common Stock was entitled to ten votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.
Proposal One: Election of Directors.
Stockholders elected each of the following nominees as director to hold office until the 2025 Annual Meeting (i.e. as a Class II Director) and until his or her successor is elected and qualified.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Ronald S. Lauder
1,428,429,359
19,179,692
11,069,762
William P. Lauder
1,364,911,462
82,697,589
11,069,762
Richard D. Parsons
1,348,951,148
98,657,903
11,069,762
Lynn Forester de Rothschild
1,419,693,681
27,915,370
11,069,762
Jennifer Tejada
1,373,304,495
74,304,556
11,069,762
Richard F. Zannino
1,426,904,231
20,704,820
11,069,762
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, Wei Sun Christianson, Angela Wei Dong, Fabrizio Freda, Jane Lauder, and Leonard A. Lauder.
Proposal Two: Ratification of Appointment of Independent Auditors.
Stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending June 30, 2023.
Votes For
Votes Against
Abstentions
Broker Non-Votes
1,457,379,675
1,022,753
276,385
-
Proposal Three: Advisory Vote on Executive Compensation.
Stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers.
Votes For
Votes Against
Abstentions
Broker Non-Votes
1,369,942,644
77,110,054
556,353
11,069,762
2
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibit
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The Estée Lauder Companies Inc. published this content on 23 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2022 14:05:01 UTC.
The Estée Lauder Companies Inc. is one of the 1st world cosmetics groups. Products are sold under brands (Estée Lauder, Aramis, Clinique, Lab Series, Origins, M·A·C, Bobbi Brown, La Mer, Aveda, Jo Malone London, Bumble and bumble, Darphin, Smashbox, Le Labo, Editions de Parfums Frédéric Malle, GLAMGLOW, Kilian Paris, Too Faced, Dr. Jart+, DECIEM and The Ordinary) and under brands of licenses (Tommy Hilfiger, Donna Karan New York, DKNY, Michael Kors, Tom Ford, Dr. Andrew Weil, Ermenegildo Zegna and AERIN). Net sales break down by family of products as follows:
- skin care products (58.4%);
- make-up products (25.9%);
- perfumes (11.9%);
- hair care products (3.5%);
- other (0.3%).
At the end of June 2021, products are marketed through about 1,600 outlets worldwide, distributed between large stores, perfume shops, pharmacies, beauty institutes and exclusive shops, and via Internet.
The group has 10 production sites worldwide.
Net sales are distributed geographically as follows: Americas (23.4%), Europe/Middle East/Africa (42.8%) and Asia/Pacific (33.8%).