SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 17, 2005
The Estee Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2408943
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
767 Fifth Avenue, New York, New York 10153
(Address of principal executive offices) (Zip Code)
Commission File Number: 1-14064
212-572-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
A summary of the compensation provided to the non-employee directors
of The Estee Lauder Companies Inc. (the "Company") is attached as Exhibit 10.1
hereto and incorporated into this Item 1.01 by reference. The summary reflects a
revision to the compensation structure for non-employee directors approved by
the Board of Directors of the Company on May 17, 2005. Effective July 1, 2005,
in lieu of meeting fees of $1,500 per meeting, for Board and Committee meetings,
non-employee directors will receive additional retainers of: (i) $10,000 per
year for service on the Board of Directors, (ii) $8,000 per year for service on
the Nominating and Board Affairs Committee, (iii) $12,000 for service on the
Audit Committee, and (iv) $8,000 per year for service on the Compensation
Committee. Like the $60,000 annual retainer, these retainers will be paid
quarterly.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Amended and Restated Bylaws of the Company, effective May 17,
2005, are attached as Exhibit 3.1 hereto and incorporated into this Item 5.03 by
reference. The revisions were approved by the Board of Directors of the Company
on May 17, 2005. The amendments: (i) increase the minimum age of directors from
18 to 30; (ii) limit mandatory indemnification to directors, officers and
employees (previously, mandatory indemnification was provided to agents); (iii)
determination of whether an indemnified person who is advanced expenses will be
required to repay the advances be made by final judicial decision from which
there is no further right to appeal; (iv) adding back "and the Corporation that
would disqualify the Corporation's counsel from representing," to Section 1(d)
of Article VI, which was inadvertently omitted in 2000, the last time the Bylaws
were amended and restated, and (v) add definitions of "disinterested director"
and "independent legal counsel" for purposes of indemnification.
Item 7.01 Regulation FD Disclosure
On May 17, 2005, The Estee Lauder Companies Inc. issued a press
release announcing that its Board of Directors authorized the repurchase of up
to another 20.0 million shares of Class A Common Stock or about 9.0% of the
total outstanding common stock. This increases the total authorization to 48.0
million shares, of which 25.5 million have been repurchased to date. The Company
has a total of approximately 221.9 million common shares outstanding. The press
release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
3.1 Amended and Restated Bylaws
10.1 Summary of Compensation for Non-Employee Directors
99.1 Press Release of The Estee Lauder Companies Inc: Estee
Lauder Companies Announces Increase in Share Repurchase
Program
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
THE ESTEE LAUDER COMPANIES INC.
Date: May 18, 2005 By: /s/ Sara E. Moss
-------------------------------------------
Sara E. Moss
Executive Vice President, General Counsel
and Secretary
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THE ESTEE LAUDER COMPANIES INC.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Amended and Restated Bylaws
10.1 Summary of Compensation for Non-Employee Directors
99.1 Press Release of The Estee Lauder Companies Inc: Estee
Lauder Companies Announces Increase in Share Repurchase
Program
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