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COTY INC

For the period ended Sep 26, 2024. Filed Sep 26, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 26, 2024 · Filed Sep 26, 2024

COTY$4.05+3.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

AND PROXY STATEMENT

September 26, 2024

To Coty Inc. Stockholders:

The Annual Meeting of Coty Inc. (the “Company”) will be held via audio webcast over the Internet at www.virtualshareholdermeeting.com/coty2024 at 8:30 a.m., Eastern Time, on Thursday, November 7, 2024 (the “Annual Meeting”). This means that you can attend the Annual Meeting online, vote your shares electronically and submit questions during the online meeting by visiting the above mentioned Internet site. The principal business of the Annual Meeting will be the consideration of the following matters:

  1. To elect the twelve directors named in this proxy statement;

  2. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement;

  3. To ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025; and

  4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

This proxy statement describes these items in more detail. We have not received notice of any other matters that may be properly presented at the Annual Meeting. The close of business on September 13, 2024 has been fixed as the date for determining the holders of shares of the Company’s Class A Common Stock and Series B Convertible Preferred Stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

By order of the Board of Directors,

Kristin Blazewicz

Chief Legal Officer & Secretary

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY. BY FOLLOWING THE VOTING INSTRUCTIONS ACCOMPANYING THESE MATERIALS, YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 7, 2024: The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 are available at materials.proxyvote.com/222070.

Table of Contents
Questions and Answers about the Proxy Materials and the Annual Meeting3
Environment, Social and Governance (ESG)9
Corporate Governance11
Principles of Corporate Governance and Code of Business Conduct12
Structure of our Board12
Board Meetings15
Board Qualifications and Membership Criteria15
Director Nomination Process15
Director Independence15
Communications with our Board16
Our Board’s Role in Risk Oversight16
Board Attendance at the Annual Meeting17
Compensation Committee Interlocks and Insider Participation17
Certain Relationships and Related Party Transactions18
Proposal No. 1: Election of Directors21
Director Nominees22
Director Compensation26
Executive Officers28
Security Ownership of Certain Beneficial Owners and Management29
Delinquent Section 16(a) Reports31
Proposal No. 2: Approval of Advisory Resolution on Named Executive Officer Compensation (Say-On-Pay)31
Executive Compensation32
Pay Versus Performance56
Proposal No. 3: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm61
Audit Fees and Other Fees61
Audit and Finance Committee Report62
Stockholder Proposals for the 2025 Annual Meeting63
Forward-looking Statements63
Other Matters65
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.