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 13, 2018

 

The Estée Lauder Companies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-14064

 

11-2408943

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

 

 

 

 

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 


 

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 13, 2018.  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 2021 Annual Meeting (i.e. as a Class I Director) and until his or her successor is elected and qualified.

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Rose Marie Bravo 

 

1,597,513,474

 

13,112,331

 

9,597,631

 

Paul J. Fribourg

 

1,589,832,643

 

20,793,161

 

9,597,631

 

Irvine O. Hockaday, Jr.

 

1,591,362,290

 

19,263,515

 

9,597,631

 

Jennifer Hyman

 

1,609,643,856

 

981,948

 

9,597,631

 

Barry S. Sternlicht

 

1,521,419,183

 

89,206,621

 

9,597,631

 

 

The continuing Class II Directors are Ronald S. Lauder, William P. Lauder, Richard D. Parsons, Lynn Forester de Rothschild, Jennifer Tejada, and Richard F. Zannino.  The continuing Class III Directors are Charlene Barshefsky, Wei Sun Christianson, Fabrizio Freda, Jane Lauder, and Leonard A. Lauder.

 

Proposal Two: Ratification of Appointment of Independent Auditors.  Stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending June 30, 2019.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

1,617,279,521

 

2,862,983

 

80,932

 

0

 

 

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

 

1,483,674,450

 

126,811,753

 

139,601

 

9,597,631

 

 

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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 15, 2018

By:

/s/ Spencer G. Smul

 

 

 

Spencer G. Smul

 

 

 

Senior Vice President, Deputy General Counsel and

 

 

 

Secretary

 

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