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of The Este Lauder Companies

increased by 10,000,000 the aggregate number of shares of ClassA Common Stock available for issuance under the Share Plan;

decreased the limit on the number of shares that may be issued without a minimum vesting period to 5% of the remaining available shares;

added cash flows to the list of business criteria that may underlie performance-based awards, and modified three items in such existing criteria (net operating profit was clarified as net operating profit and/or margin, operating margin was clarified as operating income and/or margin, and gross margin was clarified as gross income and/or margin). In addition, acquisitions was added to the non-exclusive list of events or occurrences that were not budgeted or planned for in se tting the performance goals and that may excluded or adjusted for in connection with the measurement of performance against goals;

require stockholder approval for buyouts of Stock Options or Stock Appreciation Rights under the Share Plan; and

impose a limit of 24,000 shares for the number of shares of ClassA Common Stock that may be granted under the plan to any non-employee director of the Company in any fiscal year.

This approval of the Share Plan extended the term of the plan to November12, 2025, and constituted approval of the material terms of the performance goals under the Share Plan for purposes of Section162(m)of the Internal Revenue Code of 1986, as amended.

The above summary of the material terms of the Share Plan is qualified by reference to the text of the Share Plan that is filed herewith as Exhibit10.1 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 November12, 2015. At that meeting, there were 190,558,989 shares of ClassA Common Stock...