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 4 13, 2025

The Estée Lauder Companies Inc.

(Exact name of registrant as specified in its charter)

Delaware

~~1-14064~~

~~11-2408943~~

1-14064

11-2408943

(State or other jurisdiction of incorporation)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

(Commission File Number)

(IRS Employer Identification No.)

767 Fifth Avenue, New York, New York

10153

(Address of principal executive offices)

(Zip Code)

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 35.0207 ~~Unregistered~~Submission ~~Sales~~of Matters to a Vote of ~~Equity~~Security ~~Securities~~Holders.

~~On November 4, 2025,~~ The Estée Lauder Companies Inc. (the “"Company”") ~~issued~~held 11its Annual Meeting of Stockholders on November 13,~~034,685~~ ~~shares~~2025. Each share of the Company’s Class A Common Stock, ~~par~~was ~~value~~entitled ~~$.01~~to one vote per share, and each share of the Company’s toClass ~~three~~B ~~trusts affiliated~~Common ~~with~~Stock ~~descendants~~was ofentitled ~~Leonard~~to A.ten ~~Lauder~~votes ~~(the~~per ~~“Selling~~share. ~~Stockholders”)~~The ~~upon~~matters ~~the~~voted ~~conversion~~upon byand ~~such~~the ~~Selling~~results ~~Stockholders~~ of anthe ~~equal~~combined ~~number~~votes of ~~shares of~~ Class BA Common Stock, ~~par~~and ~~value~~Class ~~$.01~~B ~~per~~Common ~~share,~~Stock ofare ~~the~~set ~~Company~~forth below.

~~Shares~~Proposal ofOne: ~~Class~~Election ~~B Common Stock are convertible into Class A Common Stock, in whole or in part, at any time and from time to time at the option~~ of ~~the holder, on the basis of one share of Class A Common Stock for each share of Class B Common Stock converted~~Directors. In the event of a transfer of shares of Class B Common Stock to any person other than a “Permitted Transferee” (as defined in the Company’s Restated Certificate of Incorporation), each share of Class B Common Stock so transferred automatically will be converted into one share of Class A Common Stock. Each share of Class B Common Stock will also automatically convert into one share of Class A Common Stock if, on the record date for any meeting of the stockholders, the number of shares of Class B Common Stock then outstanding is less than 10% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding. The shares of Class A Common Stock issued by the Company are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.

~~Item~~Stockholders 8elected William P.01 ~~Other~~Lauder; ~~Events~~Annabelle Yu Long; Dana Strong, CBE; Jennifer Tejada; and Richard F. Zannino as Class II directors to hold office for a term of three years until the 2028 Annual Meeting and until his or her successor is duly elected and qualified; and Eric L. Zinterhofer as a Class I director to hold office for a term of two years until the 2027 Annual Meeting and until his successor is duly elected and qualified.

On November 4, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Underwriter”) and the Selling Stockholders pursuant to which the Selling Stockholders agreed to sell to the Underwriter 11,301,323 shares (the “Shares”) of Class A Common Stock (the “Offering”) to the Underwriter at a purchase price of $89.70 per share. The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders.


Nominee	Votes For	Votes Withheld	Broker Non-Votes
William P. Lauder	1,366,473,549	77,907,192	15,572,908
Annabelle Yu Long	1,443,316,138	1,064,603	15,572,908
Dana Strong	1,443,584,007	796,734	15,572,908
Jennifer Tejada	1,372,975,890	71,404,851	15,572,908
Richard F. Zannino	1,430,185,449	14,195,292	15,572,908
Eric L. Zinterhofer	1,380,052,495	64,328,246	15,572,908

The ~~Offering~~continuing ~~was~~Class ~~made~~I ~~pursuant~~Directors toare aPaul ~~prospectus supplement,~~J. ~~dated November 4~~Fribourg, ~~2025,~~Jennifer ~~to the prospectus~~Hyman, ~~dated~~Arturo ~~November 4~~Nuñez, ~~2025,~~and ~~included~~Barry inS. ~~the~~Sternlicht. ~~Company’s~~The ~~registration~~continuing ~~statement on~~Class ~~Form~~III ~~S-3~~Directors ~~(File~~are ~~No.~~Charlene ~~333-291255)~~Barshefsky, ~~which~~Stéphane ~~was~~de ~~initially~~La ~~filed~~Faverie, ~~with~~Gary ~~the~~M. ~~Securities~~Lauder, and ~~Exchange~~Jane ~~Commission on November 4, 2025~~Lauder.

~~The~~Proposal ~~Underwriting~~Two: ~~Agreement~~Ratification ~~contains customary representations, warranties and covenants and includes the terms and conditions for the sale~~ of ~~the~~Appointment ~~Shares by the Selling Shareholders, indemnification and contribution obligations and other terms and conditions customary in agreements~~ of ~~this~~Independent ~~type~~Auditors.

~~The~~Stockholders ~~foregoing~~approved ~~description~~the ratification of the ~~Underwriting Agreement~~appointment ~~does~~of ~~not~~PricewaterhouseCoopers ~~purport~~LLP toas bethe ~~complete~~Company’s ~~and~~independent isauditors ~~qualified~~for ~~in its entirety by reference to~~ the ~~full~~fiscal ~~text~~year ofending ~~the~~June ~~Underwriting Agreement~~30, ~~which~~ ~~is filed as Exhibit 1~~2026.~~1 hereto.~~

Item 9.01 Financial Statements and Exhibits.


Votes For	Votes Against	Abstentions		Broker Non-Votes
1,459,584,433	218,869		150,347		—

~~(d)~~Proposal ~~Exhibits~~Three: Advisory Vote to Approve Executive Compensation.

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 4, 2025, among The Estée Lauder Companies Inc., J.P. Morgan Securities LLC and the Selling Stockholders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers.

SIGNATURES


Votes For	Votes Against	Abstentions		Broker Non-Votes
1,314,884,277	129,353,712		142,752		15,572,908

~~Pursuant~~Proposal Four: Approval of Amendments to the ~~requirements~~Restated Certificate of ~~the~~Incorporation ~~Securities~~to ~~Exchange~~eliminate ~~Act~~the ofmonetary ~~1934, the~~liability ~~registrant~~of ~~has~~certain ~~duly~~officers ~~caused~~as ~~this~~permitted ~~report~~by toDelaware belaw ~~signed~~and onto ~~its~~make ~~behalf~~certain bymiscellaneous ~~the~~changes ~~undersigned~~to ~~hereunto~~Article ~~duly~~IV ~~authorized~~thereof.

	THE ESTÉE LAUDER COMPANIES INC.
Date: November 6, 2025
	By:	/s/ Akhil Shrivastava
		Akhil Shrivastava
		Executive Vice President and Chief Financial Officer

Stockholders approved a resolution approving amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof.


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,363,859,732	80,380,713	140,296	15,572,908

Proposal Five: Approval of Amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.

Stockholders approved a resolution approving amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,459,199,697	438,804	315,148	—

Item 8.01 Other Events.

The amendments approved by the Company’s stockholders (proposals four and five above) are reflected in the Restated Certificate of Incorporation, a copy of which is Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See Exhibit Index below, incorporated herein by reference.

Exhibit Index


Exhibit No.						Description

3.1						R estated Certificate of Incorporat ion, date d November 13, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 18, 2025	By:	/s/ Spencer G. Smul
			Spencer G. Smul
			Senior Vice President, Deputy General Counsel and Secretary

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