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 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)

Delaware1-1406411-2408943
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $.01 par valueELNew 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.

NomineeVotes ForVotes WithheldBroker Non-Votes
Ronald S. Lauder
1,428,429,35919,179,69211,069,762
William P. Lauder
1,364,911,46282,697,58911,069,762
Richard D. Parsons1,348,951,14898,657,90311,069,762
Lynn Forester de Rothschild1,419,693,68127,915,37011,069,762
Jennifer Tejada
1,373,304,49574,304,55611,069,762
Richard F. Zannino
1,426,904,23120,704,82011,069,762

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 ForVotes AgainstAbstentionsBroker Non-Votes
1,457,379,6751,022,753276,385—
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 ForVotes AgainstAbstentionsBroker Non-Votes
1,369,942,64477,110,054556,35311,069,762
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Item 9.01 Financial Statements and Exhibits

(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibit

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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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.
Date:November 23, 2022By:/s/ Maureen Sladek
Maureen Sladek
Vice President, Senior Corporate Counsel and
Assistant Secretary




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