The Estée Lauder Companies Inc.
01/10/2025 | Press release | Distributed by Public on 01/10/2025 07:01
Management Change/Compensation Form 8 K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors and (d) Election of Directors
On January 9, 2025, Ronald S. Lauder, a member of the Board of Directors (the "Board") of The Estée Lauder Companies Inc. (the "Company"), notified the Company that he will retire from the Board, effective January 10, 2025. Prior to retiring from the Board, he was a Class II director, and had been a Board member since 2016. The decision to retire from the Board by Mr. R. Lauder is not due to any disagreements with the Company on any matter relating to the Company's operations, policies, or practices. Mr. R. Lauder will remain Chairman of Clinique Laboratories LLC.
Eric Zinterhofer, 53, has been elected by the Board as a Class II director, as Mr. R. Lauder's designee under the Stockholders' Agreement (as described below). His election is effective upon Mr. R. Lauder's retirement from the Board. Currently, Mr. Zinterhofer is a Founding Partner of Searchlight Capital Partners, L.P. ("Searchlight"), a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. In his capacity at Searchlight, Mr. Zinterhofer advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Previously, he served as a senior partner at Apollo Management, L.P. from 1998 until May 2010. Mr. Zinterhofer is on the boards of directors of Charter Communications, Inc. and Liberty Latin America Ltd. Within the past five years, he served as a director of Global Eagle Entertainment, Inc. and Hemisphere Media Group. Mr. Zinterhofer is the son-in-law of Mr. R. Lauder, the brother-in-law of Jane Lauder (a current member of the Board), and is the husband of Aerin Lauder Zinterhofer, who is Style & Design Director, Estée Lauder Renutriv and has agreements with the Company described in the Company's Proxy Statement, dated September 19, 2024.
As a non-employee director of the Company, Mr. Zinterhofer will receive the compensation described under "Director Compensation" in the Company's Proxy Statement dated September 19, 2024.
Certain members of the Lauder family and certain related entities and trusts are parties to a stockholders' agreement with the Company (the "Stockholders' Agreement"), which is described in the Company's Proxy Statement, dated September 19, 2024, under the captions "Additional Information Regarding the Board of Directors-Stockholders' Agreement and Lauder Family Control" and "Certain Relationships and Related Transactions-Stockholders' Agreement." The Stockholders' Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders' Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company. Collectively, the parties to the Stockholders' Agreement own shares of Class A and Class B Common Stock having approximately 84% of the voting power of the Company as of September 30, 2024. All Lauder Family Members who are party to the Stockholders' Agreement have agreed to vote shares beneficially owned by them for Leonard A. Lauder (or for one of his sons), Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by each as a director of the Company. In accordance with this agreement, Mr. L. Lauder designated Mr. William Lauder and Mr. Gary Lauder as directors, and Mr. R. Lauder designated Ms. J. Lauder and Mr. Zinterhofer as directors.
The Company is tremendously grateful for the valuable contributions of Mr. R. Lauder during the time he served on our Board.