Estee Lauder Files Proxy Statement for Annual Meeting

Ticker: EL · Form: DEF 14A · Filed: 2024-09-19T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

TL;DR

Estee Lauder proxy filed. Vote on directors & auditors for FY25.

AI Summary

Estee Lauder Companies Inc. filed its definitive proxy statement on September 19, 2024, for its annual meeting of stockholders. The filing outlines the proposals to be voted on, including the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending June 30, 2025. The company's fiscal year ends on June 30th.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and financial oversight, impacting the company's strategic direction.

Risk Assessment

Risk Level: low — This is a routine annual filing providing information to shareholders and does not contain new material risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this DEF 14A filing?

The primary purpose is to provide shareholders with information for the annual meeting, including proposals for the election of directors and ratification of the independent auditor.

Who is listed as the registrant in this filing?

The registrant is ESTEE LAUDER COMPANIES INC.

When does Estee Lauder's fiscal year end?

Estee Lauder's fiscal year ends on June 30th.

Which accounting firm is proposed for ratification?

PricewaterhouseCoopers LLP is proposed for ratification as the independent registered public accounting firm.

What is the filing date of this definitive proxy statement?

The definitive proxy statement was filed on September 19, 2024.

Filing Stats: 4,652 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2024-09-19 11:45:18

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 40 Compensation Discussion and Analysis 40 Compensation Committee and Stock Plan Subcommittee Report 65 Summary Compensation Table 66 Employment Agreements 68 Grants of Plan-Based Awards in Fiscal 2024 70 Outstanding Equity Awards at June 30, 2024 72 Option Exercises and Stock Vested in Fiscal 2024 75 Pension Benefits 75 Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024 77 Potential Payments upon Termination of Employment or Change of Control 77 Pay Ratio Disclosure 84 Pay Versus Performance 85 Audit Committee Report 88 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Item 2) 89 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Item 3) 91 Equity Compensation Plan Information as of June 30, 2024 92 APPROVAL OF THE ESTE LAUDER COMPANIES INC. AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN (Item 4) 93 Proxy Procedure and Expenses of Solicitation 103 Stockholder Proposals and Director Nominations for the 2025 Annual Meeting 103 Other Information 104 Appendix A–Reconciliation of Non-GAAP Financial Measures A-1 Appendix B–The Este Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan B-1 TABLE OF CONTENTS Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. The approximate date on which this Proxy Statement and form of proxy are first being provided to stockholders, or being made available through the Internet for those stockholders receiving their proxy materials electronically, is September 19, 2024. 2024 Annual Meeting of Stockholders Date and Time: Friday, November 8, 2024 10:00 a.m., Eastern Time Place: The Annual Meeting will be held in a virtual-only format via live webcast on the Internet: www.virtual

Executive Compensation Highlights

Executive Compensation Highlights Key Compensation Matters noted in Compensation Discussion and Analysis, Summary Compensation Table, and related tables and narratives CEO Annual Compensation for Fiscal 2024 In August 2023, the Compensation Committee determined that the base salary rate for Fabrizio Freda, our CEO, would remain at $2.1 million and Mr. Freda's bonus opportunity would remain at $5.78 million. The Stock Plan Subcommittee determined Mr. Freda's equity target would remain at $12.5 million. Actual bonus and actual equity grant date value for fiscal 2024 were below target. Fiscal 2025 Payout of February 2018 Non-Annual Performance Stock Units ("PSUs") to CEO vested in Fiscal 2021 and 2022 On September 3, 2024 (fiscal 2025), Mr. Freda received a payout of 195,940 shares for both tranches of the non-annual PSUs that were granted in February 2018, as well as a cash payment for dividend equivalents. The service and performance periods for these PSUs covered six-and-a-half years. For additional information, see "Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021." NEO Annual Stock-Based Compensation for Fiscal 2024 The annual equity mix remained weighted equally among PSUs, Stock Options, and Restricted Stock Units. The annual stock-based compensation awarded to our Named Executive Officers (the "NEOs") in fiscal 2024 was based on target grant levels and an assessment of each officer's performance and expected future contributions. These awards are shown in "Grants of Plan-Based Awards in Fiscal 2024." EAIP Payouts for NEOs for Fiscal 2024 are Below Target Our NEOs achieved fiscal 2024 payout percentages under the Executive Annual Incentive Plan ("EAIP") ranging from 52.7% to 72.0% out of a possible maximum of 150% of target bonus opportunities. Actual payouts were made in mid-September 2024. Such payouts were determined by applying the payout percentages to the fiscal 2024 target bonus opport

Executive Compensation

Executive Compensation Majority of Votes Cast (b) No No Item 4: Approval of the Company's Amended and Restated Fiscal 2002 Share Incentive Plan Majority of Votes Cast No No (a) In the election of directors (Item 1), shares present at the Annual Meeting that are not voted for a particular nominee, broker non-votes, and shares present by proxy where the stockholder withholds authority to vote for the nominee will not be counted toward the nominee's achievement of a plurality. (b) The advisory vote to approve executive compensation (Item 3) is not binding on the Company. However, the Compensation Committee and the Stock Plan Subcommittee, which are responsible for designing and administering the Company's executive compensation program, value the opinions expressed by stockholders. See "Compensation Discussion and Analysis–Advisory Vote on Executive Compensation." Broker non-votes and abstentions do not count as votes cast and therefore have no effect on vote outcomes. How will my shares be voted? All proxies properly submitted pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In the election of directors (Item 1), stockholders may vote in favor of, or withhold their votes from, each nominee. For the ratification of the appointment of PricewaterhouseCoopers LLP (Item 2); the advisory vote to approve executive compensation (Item 3); and the approval of the Company's Amended and Restated Fiscal 2002 Share Incentive Plan (Item 4), stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. Stockholders should specify their choices on the proxy card or pursuant to the instructions thereon for telephone or Internet voting. If no specific choices are indicated, the shares represented by a properly submitted proxy will be voted: 1. FOR the election of each nominee as director; 2. FOR the ratification of the appointment of Price

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