ESTEE LAUDER COMPANIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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September 19, 2024​

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders. It will be held on Friday, November 8, 2024, at 10:00 a.m., Eastern Time, where we will ask you to vote on the items set forth in the Notice of Annual Meeting of Stockholders below. Our Annual Meeting will be held in a virtual-only meeting format via live webcast on the Internet.

Please vote your shares using the Internet or telephone, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request. Instructions on each of these voting methods are outlined in this Proxy Statement. Please vote as soon as possible.

Thank you for your continued support.

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXY

BY INTERNET, TELEPHONE, OR MAIL.

767 Fifth Avenue

New York, New York 10153

Notice of Annual Meeting of Stockholders

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Date: Friday, November 8, 2024​

Time: 10:00 a.m., Eastern Time​

Meeting Format:

We are holding the 2024 Annual Meeting in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in atwww.virtualshareholdermeeting.com/EL2024.

Additional information is provided below, including under the heading “How can I attend the virtual-only Annual Meeting?”

ITEMS OF BUSINESS:

To elect four Class I Director Nominees as Directors to serve until the 2027 Annual Meeting of Stockholders;

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To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for the 2025 fiscal year;

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To provide an advisory vote to approve executive compensation; and

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To approve The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan.

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We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting.

THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET OR BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2024:

The Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 with certain exhibits (which constitutes the “Annual Report to Stockholders”) are available atwww.proxyvote.com.