Estée Lauder amends bylaws to update stockholder proposal mechanics and forum selection

ESTEE LAUDER COMPANIES INC

Stockholder nominations and proposals now require additional disclosures and compliance with universal proxy rule (Rule 14a-19).
Exclusive forum added: Delaware Chancery Court for internal claims; federal court for Securities Act claims.
Indemnification of agents changed from mandatory to permissive; standard-of-conduct removal for advancement of expenses to directors/officers.
Executive Chairman position removed; new Chair of the Board provision established.
Board authorized to appoint alternate committee members; other technical updates for Delaware law alignment.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ESTEE LAUDER COMPANIES INC: Amended and restated bylaws to revise stockholder proposal mechanics, add forum selection provisions, clarify indemnification, remove Executive Chairman references, and make other updates (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

On May 22, 2025, the Board of Directors (the “Board”) of The Estée Lauder Companies Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of such date.

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Source: SEC EDGAR

accession 0001001250-25-000063

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