Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
EL > SEC Filings for EL > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for ESTEE LAUDER COMPANIES INC

Form 8-K for ESTEE LAUDER COMPANIES INC


13-Nov-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 9, 2012, The Estée Lauder Companies Inc. (the "Company") amended its Certificate of Incorporation to increase the number of authorized shares of Class A and Class B Common Stock. The Certificate of Incorporation was amended by deleting Section 4.1 thereof in its entirety and inserting the following in lieu thereof:

"4.1. Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is one billion six hundred twenty four million (1,624,000,000) shares consisting of (a) one billion three hundred million (1,300,000,000) shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"); (b) three hundred four million (304,000,000)
shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"); and (c) twenty million (20,000,000) shares of preferred stock, par value $.01 per share (the "Preferred Stock"), issuable in one or more series as hereinafter provided. The Class A Common Stock and Class B Common Stock shall hereinafter collectively be called "Common Stock," and the Preferred Stock shall also be referred to herein as "Preference Stock." The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted."

The Certificate of Amendment of the Restated Certificate of Incorporation of The Estée Lauder Companies Inc. dated November 9, 2012, filed with the Secretary of State of the State of Delaware, is attached to this report as Exhibit 3.1 and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on November 9, 2012. At that meeting, there were 207,286,223 shares of Class A Common Stock and 149,778,082 shares of Class B Common Stock present in person or by proxy and entitled to vote. The combined voting power of the shares was 1,705,067,043 votes, because each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. The matters voted upon and the results of the vote are set forth below.

Proposal One: Election of Directors. Stockholders elected each of the following nominees as director to hold office until the 2015 Annual Meeting (i.e. as Class I Directors) and until his or her successor is elected and qualified.

        Nominee             Votes For     Votes Withheld   Broker Non-Votes
Rose Marie Bravo          1,696,107,119        1,724,180          7,235,744
Paul J. Fribourg          1,694,813,184        3,018,115          7,235,744
Mellody Hobson            1,695,496,657        2,334,642          7,235,744
Irvine O. Hockaday, Jr.   1,694,708,524        3,122,775          7,235,744
Barry S. Sternlicht       1,553,481,520      144,349,779          7,235,744

The continuing Class II Directors are Aerin Lauder, William P. Lauder, Richard D. Parsons, Lynn Forester de Rothschild and Richard F. Zannino. Their terms expire at the 2013 Annual Meeting of Stockholders. The continuing Class III Directors are Charlene Barshefsky, Wei Sun Christianson,


Fabrizio Freda, Jane Lauder and Leonard A. Lauder. Their terms expire at the 2014 Annual Meeting of Stockholders.

Proposal Two: Advisory Vote on Executive Compensation. Stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes 1,695,196,124 2,466,480 168,695 7,235,744

Proposal Three: Approval of Amendment to the Certificate of Incorporation to Increase the Number of Authorized Common Shares. Stockholders voted to approve an amendment to the Certificate of Incorporation to increase the number of authorized common shares.

Votes For Votes Against Abstentions Broker Non-Votes 1,557,882,569 147,051,729 84,324 48,421

Proposal Four: Ratification of Appointment of Independent Auditors. Stockholders approved the ratification of the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending June 30, 2013.

Votes For Votes Against Abstentions Broker Non-Votes 1,702,582,625 2,307,672 176,746 0



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

3.1 Certificate of Amendment of the Restated Certificate of Incorporation of The Esteé Lauder Companies Inc.


  Add EL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for EL - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.