The company said its Board of Directors approved and adopted an amendment and restatement of the Amended and Restated Bylaws on May 22, 2025, effective as of that date.

1. 01

   The company said its Board of Directors approved and adopted an amendment and restatement of the Amended and Restated Bylaws on May 22, 2025, effective as of that date.

2. 02

   Estée Lauder said it revised the procedures and disclosure requirements for business proposals and director nominations submitted by stockholders. The changes include provisions on information and representations a stockholder must provide, and on stockholder solicitations under Rule 14a-19 (the universal proxy rule).

3. 03

   The company said it added an exclusive Delaware forum or federal forum selection provision for certain claims. It also said it clarified that indemnification of agents is permissive rather than mandatory, and removed the standard-of-conduct requirement for advancing expenses to directors and officers.

4. 04

   The company said it removed references to the Executive Chairman position from its bylaws and added a provision establishing a Chair of the Board. It also said it clarified the Board's ability to appoint alternate members of Board committees.

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Original filing

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