Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2020
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))
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 October 21, 2020, the Coty Inc. (NYSE: COTY) (the “Company”) reported the departure of Edgar Huber, who has been serving as the Company’s Chief Commercial Officer. On October 20, 2020, the Company and Mr. Huber entered into a separation agreement under which Mr. Huber will receive the severance benefits provided for under his existing employment agreement (previously filed as Exhibit 10.10 to the Company’s Form 10-Q filed May 11, 2020) as if his employment were terminated without Cause, as well as certain supplemental severance amounts so long as he provides the release and complies with the post-termination employment covenants, in each case contemplated by the separation agreement. Pursuant to the separation agreement, Mr. Huber will continue to receive his fixed and variable remuneration and benefits in kind until December 31, 2021, and his outstanding equity awards will vest on terms applicable to a Retirement under the Company’s Equity and Long-Term Incentive Plan. The supplemental severance amount includes the payment of an additional twelve months of base salary (equal to $1,000,000, less applicable withholding and statutory deductions). Pursuant to the separation agreement, Mr. Huber will remain eligible for the retention bonus contemplated by the existing letter agreement (previously filed as Exhibit 10.11 to the Company’s Form 10-Q filed May 11, 2020), provided that he neither resigns from employment or is terminated for Cause prior to June 30, 2021.
The foregoing description is qualified in its entirety by reference to the full text of the separation agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2020.
Item 8.01 Other Events
On October 21, 2020, the Company announced two additions to its leadership team with the appointments of Isabelle Bonfanti as Chief Commercial Officer, Luxury, and Jean-Denis Mariani in the newly created role as Chief Digital Officer, both reporting directly to Sue Y. Nabi, Chief Executive Officer. A copy of the Company's press release, dated October 21, 2020, announcing the departure of Mr. Huber and the additions to the leadership team is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
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.
