Coty Inc.

11/10/2026 | Press release | Distributed by Public on 11/10/2026 16:20

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2026, Coty Inc. (the "Company") held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2026 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan (the "Amended and Restated ELTIP"), previously approved by the Company's Board of Directors subject to stockholder approval, to increase the available share reserve under the Amended and Restated ELTIP by 50 million shares of the Company's Class A Common Stock.
A description of the Amended and Restated ELTIP was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 24, 2026 (the "Proxy Statement") under the heading "Proposal No. 2: Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan-Summary of the ELTIP". The summary of the Amended and Restated ELTIP is qualified in its entirety by reference to the full text of the Amended and Restated ELTIP, a copy of which is filed as Exhibit 10.1 to this report and which was also included as Annex A to the Proxy Statement.
At the Annual Meeting, the Company's stockholders also approved the Amended and Restated Coty Inc. Stock Plan for Directors (the "Amended and Restated Director Plan"), previously approved by the Company's Board of Directors subject to stockholder approval, to increase the available share reserve under the Amended and Restated Director Plan by 2 million shares of the Company's Class A Common Stock.
A description of the Amended and Restated Director Plan was included in the Company's Proxy Statement" under the heading "Proposal No. 3: Approval of the Amended and Restated Coty Inc. Stock Plan For Directors-Summary of the Director Stock Plan". The summary of the Amended and Restated Director Plan is qualified in its entirety by reference to the full text of the Amended and Restated Director Plan, a copy of which is filed as Exhibit 10.2 to this report and which was also included as Annex B to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders voted on the six proposals listed below, each of which is described in more detail in the Company's Proxy Statement. There were 723,966,922 shares of Class A Common Stock and 146,057 shares of Series B Preferred Stock, representing 747,785,652 votes in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 82.67% of all votes entitled to be voted at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's Class A Common Stock were entitled to one vote per share held and holders of the Company's Series B Preferred Stock were entitled to 163.0780 votes per share held as of the close of business on September 10, 2026, the Record Date.
Final voting results are shown below.
Each proposal was determined by a majority of the aggregate votes cast, except that the election of directors was determined by plurality vote.
1. Election of Directors
The following directors were elected to the Board of Directors of the Company (the "Board"):
Director
For
Withheld
Broker Non-Votes
Patricia Capel 679,207,529 33,178,909 35,399,214
Joachim Creus 706,603,089 5,783,349 35,399,214
Frank Engelen 710,724,882 1,661,556 35,399,214
Carsten Fischer 711,204,983 1,181,455 35,399,214
Alia Gogi 711,175,786 1,210,652 35,399,214
Robert Kunze-Concewitz 708,631,181 3,755,257 35,399,214
Maria Carla Liuni 711,032,855 1,353,583 35,399,214
Stephanie Plaines 711,174,598 1,211,840 35,399,214
Markus Strobel 710,038,306 2,348,132 35,399,214
Each of the nine nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan
The stockholders approved the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan:
For
Against
Abstain
Broker Non-Votes
642,428,535 66,772,884 3,185,019 35,399,214
3. Approval of the Amended and Restated Coty Inc. Stock Plan for Directors
The stockholders approved the Amended and Restated Coty Inc. Stock Plan for Directors:
For
Against
Abstain
Broker Non-Votes
709,753,217 2,543,721 89,500 35,399,214
4. Approval of Advisory Resolution on Named Executive Officer Compensation
The stockholders approved the advisory resolution on Named Executive Officer compensation:
For
Against
Abstain
Broker Non-Votes
702,266,724 9,960,836 158,878 35,399,214
5. Advisory vote on the Frequency of Holding the Vote on the Advisory Resolution on Named Executive Officer Compensation
The stockholders approved, on an advisory basis, a vote EVERY YEAR on the frequency of the vote on the advisory resolution on Named Executive Officer compensation:
Every Year
Every Two Years
Every Three Years
Abstain
Broker Non-Votes
706,191,647 129,634 5,856,532 208,625 35,399,214
Taking into consideration the voting results on this matter at the Annual Meeting and based on the recommendations of the Board and the Remuneration and Nomination Committee of the Board, the Company has decided that it will hold future advisory votes on named executive officer compensation on an annual basis until the next required vote on the frequency of such advisory vote.
6. Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027:
For
Against
Abstain
Broker Non-Votes
739,025,898 8,636,780 122,974
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Coty Inc. published this content on November 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 10, 2026 at 22:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]