Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2022 (June 1, 2022)
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.
New Compensatory Arrangements for Chief Financial Officer
On June 1, 2022, the Company’s Remuneration and Nomination Committee (the “RNC”) approved a new compensatory arrangement for the Company’s Chief Financial Officer, Laurent Mercier. Mr. Mercier has served as Coty’s Chief Financial Officer since February 2021.
Under the terms of the new arrangement, Mr. Mercier will be entitled to the following compensation and benefits (which have been reflected in an updated offer letter): (i) an annual base salary in the amount of EUR 750,000 effective June 1, 2022 (an increase from his previous annual base salary of EUR 560,000); (ii) an annual grant of restricted stock units under the Company’s Equity and Long Term Incentive Plan (“ELTIP”) with a value equal to US$1,800,000 (an increase from his previous annual ELTIP award amount of US$1,350,000).
The foregoing descriptions of the updated offer letter is qualified in its entirety by reference to the full text of the updated offer letter, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended June 30, 2022.
Item 9.01 Financial Statements and Exhibits
(d)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: June 7, 2022
By:
/s/ Kristin Blazewicz
Kristin Blazewicz
Chief Legal Officer, General Counsel and Secretary
