ESTEE LAUDER COMPANIES INC

For the period ended Nov 17, 2026. Filed Sep 30, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 17, 2026 · Filed Sep 30, 2026

EL$110.06+2.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

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. This Proxy Statement and form of proxy are expected to be mailed or made available online to stockholders receiving electronic delivery on or around September 30, 2026.

2026 Annual Meeting of Stockholders

	Date and Time:			Tuesday, November 17, 2026 9:00 a.m., Eastern Time			Place:			The Annual Meeting will be held in a virtual-only format via live webcast on the Internet: www.virtualshareholdermeeting.com/EL2026
	Record Date:			September 18, 2026

Voting Matters

ITEMS OF BUSINESS	BOARD RECOMMENDATION		PROXY STATEMENT DISCLOSURE
1		Election of five Class III Directors		FOR each Director Nominee	Page 9

2		Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Auditors		FOR	Page 84

3		Advisory Vote to Approve Executive Compensation		FOR	Page 86

4		Stockholder Proposal Requesting Additional Reporting on Plastic Packaging		AGAINST	Page 87

Director Nominees

Below is information about the five Class III Director Nominees standing for election to serve until the 2029 Annual Meeting of Stockholders, reflecting committee assignments as of September 18, 2026 (the “Record Date”). Additional information about these Director Nominees and the other Directors can be found in this Proxy Statement. See “Election of Directors.”

Nominee – Class III	Current Position	Committee Membership
Stéphane de La Faverie	President and Chief Executive Officer The Estée Lauder Companies Inc.
Jean-Frédéric Dufour	President, Rolex SA	Audit Committee*
Gary M. Lauder	Managing Director, Lauder Partners LLC
Jane Lauder	Founder and Managing Director, TAW Ventures
Matthew E. Rubel	Non-executive Chairman, Holley Inc.	Audit Committee*

Expected to serve on the Audit Committee if elected at the 2026 Annual Meeting.

			2026 Proxy Statement \| 1

	2 \| 2026 Proxy Statement

			2026 Proxy Statement \| 3

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 2026				Mr. de La Faverie’s annual base salary was $1.5 million, his annual bonus opportunity was $3.0 million, and his annual equity award target opportunity was $10.0 million. These fiscal 2026 compensation amounts reflect the amounts established in connection with his promotion to President and Chief Executive Officer effective January 1, 2025 (fiscal 2025) and were not increased at the start of fiscal 2026. For additional information, see “CEO Compensation.”
		Named Executive Officers Annual Stock-Based Grants for Fiscal 2026				The relative mix of long-term equity-based compensation for the Named Executive Officers (“NEOs”) in fiscal 2026 was 40% Restricted Stock Units (“RSUs”) and 60% stock options. We increased the mix of stock options from 20% in fiscal 2025 to 60% in fiscal 2026 of the total long-term incentive value, with a corresponding elimination of Performance Share Units (“PSUs”) as an element of compensation. This shift in equity mix was intended to strengthen the direct alignment between executive compensation and stockholder value creation. With stock options, executives realize value only when stockholders benefit from stock price appreciation. These awards are shown in “Grants of Plan-Based Awards in Fiscal 2026.”
		EAIP Payouts for NEOs for Fiscal 2026				Our NEOs achieved fiscal 2026 payout percentages under the Executive Annual Incentive Plan (“EAIP”) ranging from 134.9% to 136.8% out of a possible maximum of 175% of target bonus opportunities. Such payouts were determined by applying the payout percentages to the fiscal 2026 target bonus opportunities and are shown in the “Summary Compensation Table.”
		No Payout of Annual PSUs granted to NEOs in Fiscal 2024				Based on the Company’s below-threshold performance over the three-year period ended June 30, 2026, the annual PSUs granted in August 2023 (fiscal 2024) resulted in no payouts to our NEOs.

	4 \| 2026 Proxy Statement

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