Coty Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$COTY
Package Goods/Cosmetics
Consumer Discretionary
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 7, 2024
(Exact Name of Registrant as Specified in its Charter)
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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) | |||||
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| 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)) | |||||
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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 7, 2024, Coty Inc. (the “Company”) held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2024 (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 752,503,720 shares of Class A Common Stock in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 84.39% 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 163.274 votes per share held as of the close of business on September 13, 2024, 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 | |||||||||||||||||
| Beatrice Ballini | 655,601,201 | 49,769,822 | 47,132,697 | |||||||||||||||||
| Joachim Creus | 648,902,384 | 56,468,639 | 47,132,697 | |||||||||||||||||
| Olivier Goudet | 618,579,505 | 86,791,518 | 47,132,697 | |||||||||||||||||
| Peter Harf | 637,014,797 | 68,356,226 | 47,132,697 | |||||||||||||||||
| Johannes Huth | 701,770,718 | 3,600,305 | 47,132,697 | |||||||||||||||||
| Maria Asuncion Aramburuzabala Larregui | 675,995,077 | 29,375,946 | 47,132,697 | |||||||||||||||||
| Anna Makanju | 702,024,474 | 3,346,549 | 47,132,697 | |||||||||||||||||
| Sue Nabi | 650,430,705 | 54,940,318 | 47,132,697 | |||||||||||||||||
| Isabelle Parize | 702,096,128 | 3,274,895 | 47,132,697 | |||||||||||||||||
| Lubomira Rochet | 646,641,409 | 58,729,614 | 47,132,697 | |||||||||||||||||
| Robert Singer | 693,468,375 | 11,902,648 | 47,132,697 | |||||||||||||||||
| Gordon von Bretten | 648,964,319 | 56,406,704 | 47,132,697 | |||||||||||||||||
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.
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 | |||||||||||||||||
| 665,312,330 | 39,321,543 | 737,150 | 47,132,697 | |||||||||||||||||
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, 2025:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 729,564,699 | 22,735,746 | 203,275 | 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 7, 2024 | By: | /s/ Kristin Blazewicz | |||||||||
| Kristin Blazewicz | |||||||||||
| Chief Legal Officer, General Counsel and Secretary | |||||||||||