Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2021 (November 4, 2021)
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 5.07 Submission of Matters to a Vote of the Security Holders.
On November 4, 2021, Coty Inc. (the “Company”) held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals listed below, each of which is described in more detail in the Company’s Proxy Statement. There were 720,859,880 shares of Class A Common Stock and 568,367 shares of Series B Preferred Stock, representing 905,478,965 votes in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 87.46% 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 125.154133 votes per share held as of the close of business on September 10, 2021, 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
Maria Asuncion Aramburuzabala
745,567,013
9,385,931
37,040,416
Beatrice Ballini
597,471,821
157,481,123
37,040,416
Joachim Creus
748,862,334
6,090,610
37,040,416
Olivier Goudet
747,663,574
7,289,370
37,040,416
Peter Harf
724,571,161
30,381,783
37,040,416
Johannes Huth
606,058,754
148,894,190
37,040,416
Anna Makanju
751,994,041
2,958,903
37,040,416
Sue Y. Nabi
748,711,535
6,241,409
37,040,416
Isabelle Parize
750,095,468
4,857,476
37,040,416
Erhard Schoewel
604,166,244
150,786,700
37,040,416
Robert Singer
749,584,384
5,368,560
37,040,416
Justine Tan
748,883,483
6,069,461
37,040,416
Each of the twelve 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. Mr. Huth also received all of the 71,133,479 votes cast by the holders of the Series B Preferred Stock as a single class, with none of such votes withheld from voting for such nominee.
2. 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
583,314,034
170,206,081
1,432,829
37,040,416
3. 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, 2022:
For
Against
Abstain
Broker Non-Votes
784,889,363
5,760,713
1,343,284
0
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: November 10, 2021
By:
/s/ Kristin Blazewicz
Kristin Blazewicz
Chief Legal Officer, General Counsel and Secretary
