Estee Lauder 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. ) Filed by the Registrant ፤ Filed by a Party other than the Registrant អ Check the appropriate box: អ Preliminary Proxy Statement អ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ፤ Definitive Proxy Statement អ Definitive Additional Materials អ Soliciting Material Pursuant to §240.14a-12 THE ESTEE´ LAUDER COMPANIES INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ፤ No fee required. អ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: អ Fee paid previously with preliminary materials. អ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. The Estee´ Lauder Companies Inc. 767 Fifth Avenue New York, New York 10153 William P. Lauder Executive Chairman 17SEP201414335317 September 24, 2015 Dear Fellow Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders. It will be held in New York City on Thursday, November 12, 2015, at 10:00 a.m., local time, at the JW Marriott Essex House New York, where we will ask you to vote on the items set forth in the Notice of Annual Meeting of Stockholders below. 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 will receive in response to your request. Instructions on each of these voting methods are outlined in the enclosed Proxy Statement. Please vote as soon as possible. I look forward to seeing you at the Annual Meeting. 18SEP201506510015 YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE, OR MAIL. THE ESTEE´ LAUDER COMPANIES INC. 767 Fifth Avenue New York, New York 10153 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date and Time: Thursday, November 12, 2015, at 10:00 a.m., local time Place: JW Marriott Essex House New York Grand Salon 160 Central Park South New York, New York Items of Business: 1. To elect the five Class I director nominees as directors to serve until the 2018 Annual Meeting of Stockholders; 2. To ratify the Audit Committee’s appointment of KPMG LLP as independent auditors for the 2016 fiscal year; 3. To provide an advisory vote to approve executive compensation; 4. To approve the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan; and 5. To approve the Company’s Amended and Restated Non-Employee Director Share Incentive Plan. We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting. By Order of the Board of Directors SPENCER G. SMUL Senior Vice President, Deputy General Counsel and Secretary New York, New York September 24, 2015 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 WILL RECEIVE IN RESPONSE TO YOUR REQUEST. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 12, 2015: The Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended June 30, 2015, are available at www.envisionreports.com/EL. TABLE OF CONTENTS Proxy Statement Summary .................................................... 1 Information about the Annual Meeting and Voting .................................. 4 ELECTION OF DIRECTORS (Item 1) ......................................... 9 Board of Directors ......................................................... 9 NOMINEES FOR ELECTION TO TERM EXPIRING 2018 (CLASS I) ................ 9 INCUMBENT DIRECTORS – TERM EXPIRING 2016 (CLASS II) .................. 11 INCUMBENT DIRECTORS – TERM EXPIRING 2017 (CLASS III) .................. 14 Additional Information Regarding the Board of Directors ............................. 16 Stockholders’ Agreement and Lauder Family Control ................................ 16 Board Committees ........................................................ 16 Compensation Committee Interlocks and Insider Participation .......................... 18 Board and Board Committee Meetings; Attendance at Annual Meetings; Executive Sessions ..... 18 Board Leadership Structure .................................................. 18 Board Role in Risk Oversight ................................................. 19 Risk in Compensation Programs ............................................... 19 Director Qualifications ..................................................... 19 Board Membership Criteria .................................................. 22 Board Independence Standards for Directors ...................................... 23 Communications with the Board .............................................. 24 Director Nominees Recommended by Stockholders .................................. 25 Corporate Governance Guidelines and Code of Conduct .............................. 25 Section 16(a) Beneficial Ownership Reporting Compliance ............................ 25 Policy and Procedures for the Review of Related Person Transactions .................... 25 Certain Relationships and Related Transactions .................................... 27 Director Compensation ...................................................... 31 Ownership of Shares ........................................................ 35 Executive Compensation ..................................................... 42 Compensation Discussion and Analysis .......................................... 42 Compensation Committee and Stock Plan Subcommittee Report ........................ 62 Summary Compensation Table ................................................ 63 Employment Agreements .................................................... 66 Grants of Plan-Based Awards in Fiscal 2015 ...................................... 68 Outstanding Equity Awards at June 30, 2015 ...................................... 70 Option Exercises and Stock Vested in Fiscal 2015 ................................... 72 Pension Benefits .......................................................... 73 Nonqualified Deferred Compensation in Fiscal 2015 and at June 30, 2015 ................. 74 Potential Payments Upon Termination of Employment or Change of Control ................ 75 Audit Committee Report ..................................................... 83 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Item 2) ......... 84 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Item 3) ............ 86 Equity Compensation Plan Information as of June 30, 2015 ........................... 87 APPROVAL OF THE COMPANY’S AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN (Item 4) ................................................ 88 APPROVAL OF THE COMPANY’S AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR SHARE INCENTIVE PLAN (Item 5) ............................... 101 Proxy Procedure and Expenses of Solicitation ...................................... 110 Stockholder Proposals and Director Nominations for the 2016 Annual Meeting ............. 110 Other Information ......................................................... 111 Appendix A – Reconciliation of Non-GAAP Financial Measures ........................ A-1 Appendix B – The Estee´ Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan ........................................................... B-1 Appendix C – The Estee´ Lauder Companies Inc. Amended and Restated Non-Employee Director Share Incentive Plan ............................................... C-1 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. 2015 Annual Meeting of Stockholders Date and Time: November 12, 2015 at 10:00 a.m. Place: JW Marriott Essex House New York Grand Salon 160 Central Park South New York, New York Record Date: September 14, 2015 Voting Matters Board Proxy Statement Items of Business Recommendation Disclosure 1. Election of Class I Directors FOR Page 9 each director nominee 2. Ratification of Appointment of KPMG LLP as FOR Page 84 Independent Auditors 3. Advisory Vote to Approve Executive Compensation FOR Page 86 4. Approval of the Company’s Amended and Restated FOR Page 88 Fiscal 2002 Share Incentive

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