FALSE000102430500010243052026-11-052026-11-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): November 10, 2026 (November 5, 2026)
Coty Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-35964 | | 13-3823358 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
350 Fifth Avenue | | |
New York, | NY | | 10118 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 389-7300
(Former name or former address, if changed from 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:
| | | | | |
| ☐ | 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)) |
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value | COTY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
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 | | 0 |
Item 9.01 Financial Statements and Exhibits
(i)Exhibits: | | | | | | | | |
| Exhibit No. | | Description |
| | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| | | | | | | | | | | |
| Coty Inc. | |
| (Registrant) | |
| | | |
| Date: November 10, 2026 | By: | /s/ Kristin Blazewicz | |
| | Kristin Blazewicz | |
| | Chief Legal Officer, General Counsel and Secretary | |