Notice of 2020 Annual Meeting of Stockholders and Proxy Statement The Estee´ Lauder Companies Inc. 767 Fifth Avenue New York, New York 10153 William P. Lauder Executive Chairman September 24, 2020 Dear Fellow Stockholder: You are cordially invited to attend the 2020 Annual Meeting of Stockholders. It will be held on Tuesday, November 10, 2020, 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. Due to COVID-19, we are holding the Annual Meeting in a virtual-only meeting format. 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. THE EST{E LAUDER COMPANIES INC. The Global House of Prestige Beauty THE ESTEE´ LAUDER COMPANIES INC. 767 Fifth Avenue New York, New York 10153 17SEP201414335317 Notice of Annual Meeting of Stockholders Date: Tuesday, November 10, 2020 Time: 10:00 a.m., Eastern Time Meeting Format: Due to COVID-19, we are holding the 2020 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 at www.virtualshareholdermeeting.com/EL2020. Additional information is provided below, including under the heading ‘‘How can I attend the virtual-only Annual Meeting?’’. ITEMS OF BUSINESS: 1. To elect the five Class III Director Nominees as Directors to serve until the 2023 Annual Meeting of Stockholders; 2. To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for the 2021 fiscal year; and 3. To provide an advisory vote to approve executive compensation. 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, 2020 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 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 10, 2020: The Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended June 30, 2020 with certain exhibits (which constitutes the ‘‘Annual Report to Stockholders’’) are available at www.proxyvote.com. Table of Contents Proxy Statement Summary ................................................ 1 Information about the Annual Meeting and Voting ............................. 6 ELECTION OF DIRECTORS (Item 1) .......................................... 10 Board of Directors ...................................................... 10 Director Qualifications ................................................. 10 NOMINEES FOR ELECTION TO TERM EXPIRING 2023 (CLASS III) ................... 11 INCUMBENT DIRECTORS – TERM EXPIRING 2021 (CLASS I) ....................... 13 INCUMBENT DIRECTORS – TERM EXPIRING 2022 (CLASS II) ....................... 16 Additional Information Regarding the Board of Directors ......................... 19 Stockholders’ Agreement and Lauder Family Control ........................... 19 Board Committees .................................................... 19 Compensation Committee Interlocks and Insider Participation .................... 21 Board and Board Committee Meetings; Annual Meeting Attendance; and Executive Sessions .......................................................... 21 Board Leadership Structure .............................................. 21 CEO Succession Planning Process .......................................... 22 Board Role in Risk Oversight ............................................. 22 Risk in Compensation Programs .......................................... 22 Board Membership Criteria .............................................. 22 Board Independence Standards for Directors ................................. 23 Communications with the Board .......................................... 24 Director Nominees Recommended by Stockholders ............................ 24 Corporate Governance Guidelines and Code of Conduct .......................... 25 Related Person Transactions Policy and Procedures .............................. 25 Certain Relationships and Related Transactions ................................. 25 Director Compensation .................................................. 31 Ownership of Shares .................................................... 36 Executive Compensation ................................................. 42 Compensation Discussion and Analysis ..................................... 42 Compensation Committee and Stock Plan Subcommittee Report .................. 69 Summary Compensation Table ........................................... 70 Employment Agreements ............................................... 73 Grants of Plan-Based Awards in Fiscal 2020 .................................. 75 Outstanding Equity Awards at June 30, 2020 ................................ 77 Option Exercises and Stock Vested in Fiscal 2020 .............................. 79 Pension Benefits ...................................................... 80 Nonqualified Deferred Compensation in Fiscal 2020 and at June 30, 2020 ........... 81 Potential Payments upon Termination of Employment or Change of Control ......... 81 Pay Ratio Disclosure ................................................... 89 Audit Committee Report ................................................. 90 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Item 2) ............... 91 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Item 3) ................. 93 Proxy Procedure and Expenses of Solicitation .................................. 94 Stockholder Proposals and Director Nominations for the 2021 Annual Meeting ........ 94 Other Information ...................................................... 95 Appendix A – Reconciliation of Non-GAAP Financial Measures ..................... A-1 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. The approximate date on which this Proxy Statement and form of proxy are first being provided to stockholders, or being made available through the Internet for those stockholders receiving their proxy materials electronically, is September 24, 2020. 2020 Annual Meeting of Stockholders Date and Time: Tuesday Place: The Annual Meeting will be held in a November 10, 2020 virtual-only meeting format via live webcast 10:00 a.m., Eastern Time on the Internet: www.virtualshareholdermeeting.com/EL2020. Record Date: September 11, 2020 Voting Matters BOARD PROXY ITEMS OF BUSINESS RECOMMENDATION STATEMENT DISCLOSURE Election of Class III Directors FOR Page 10 1 each Director Nominee Ratification of Appointment of PricewaterhouseCoopers FOR Page 91 2 LLP as Independent Auditors Advisory Vote to Approve Page 93 3 Executive Compensation FOR Director Nominees The following table provides information about the Class III Director Nominees standing for election to serve until the 2023 Annual Meeting of Stockholders. Information about all the Directors can be found in this Proxy Statement beginning on page 10. Nominee Current Position Committee Membership Charlene Barshefsky Senior International Partner, Compensation Committee and WilmerHale Stock Plan Subcommittee Wei Sun Christianson Managing Director and Nominating and Governance Co-Chief Executive Officer of Committee Asia Pacific and Chief Executive Officer of China, Morgan Stanley Fabrizio Freda President and Chief Executive None Officer, The Estee´ Lauder Companies Inc. Jane Lauder Executive Vice President, None Enterprise Marketing and Chief Data Officer, The Estee´ Lauder Companies Inc. Leonard A. Lauder Chairman Emeritus, The Estee´ None Lauder Companies Inc. 2020 Proxy Statement 1 1 17SEP201414335317 Performance Highlights As explained in the ‘‘Compensation Discussion and Analysis,’’ we drive our annual and long-term performance through our executive compensation programs. Annual incentive pay is tied to business objectives that are specific to each employee’s responsibilities and encourage collaboration across the organization. Long-term equity incentives are tied to both the Company’s share price and financial goals over a period of three or more years. As explained below, this combination of compensation elements is intended to help drive and promote strong, balanced, and sustainable corporate performance. Fiscal 2020 was an extraordinarily difficult year for the global economy, our business and our Company. Our performance in the first half of fiscal 2020 was exceptional and on track to achieve better than maximum performance on numerous metrics. The momentum continued into the second half until the unprecedented impacts of COVID-19 significantly disrupted the lives