COTY INC.
For the period ended Jun 30, 2026. Filed Sep 24, 2026.
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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.
Jun 30, 2026 · Filed Sep 24, 2026
Contents
AND PROXY STATEMENT
September 24, 2026
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/coty2026 at 8:30 a.m., Eastern Time, on Thursday, November 5, 2026 (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:
To elect the nine directors named in this proxy statement;
To approve the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan;
To approve the Amended and Restated Coty Inc. Stock Plan for Directors;
To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement;
To approve, on an advisory (non-binding) basis, the frequency of the vote on the Company’s named executive officer compensation;
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, 2027; and
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 10, 2026 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 5, 2026: The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2026 are available at materials.proxyvote.com/222070.
| Table of Contents | |
|---|---|
| Corporate Governance | 3 |
| Principles of Corporate Governance and Code of Business Conduct | 3 |
| Structure of our Board | 4 |
| Board Meetings | 7 |
| Board Qualifications and Membership Criteria | 7 |
| Director Nomination Process | 7 |
| Director Independence | 8 |
| Communications with our Board | 8 |
| Our Board’s Role in Risk Oversight | 9 |
| Our Board’s Role in Environmental, Social and Governance Oversight | 9 |
| Board Attendance at the Annual Meeting | 10 |
| Compensation Committee Interlocks and Insider Participation | 10 |
| Certain Relationships and Related Party Transactions | 11 |
| Proposal No. 1: Election of Directors | 15 |
| Director Nominees | 16 |
| Director Compensation | 19 |
| Executive Officers | 23 |
| Security Ownership of Certain Beneficial Owners and Management | 24 |
| Delinquent Section 16(a) Reports | 26 |
| Proposal No. 2: Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan | 26 |
| Proposal No. 3: Approval of the Amended and Restated Coty Inc. Stock Plan for Directors | 32 |
| Proposal No. 4: Approval of Advisory Resolution on Named Executive Officer Compensation (Say-On-Pay) | 35 |
| Executive Compensation | 37 |
| Pay Versus Performance | 60 |
| Proposal No. 5: Advisory Resolution on the Frequency of the Vote on Named Executive OfficerCompensation | 65 |
| Proposal No. 6: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm | 65 |
| Audit Fees and Other Fees | 66 |
| Audit and Finance Committee Report | 66 |
| Stockholder Proposals for the 2027 Annual Meeting | 68 |
| Questions and Answers about the Proxy Materials and the Annual Meeting | 68 |
| Forward-looking Statements | 75 |
| Other Matters | 75 |
| Exhibits | |
| Exhibit A. Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan | A-1 |
| Exhibit B. Amended and Restated Coty Inc. Stock Plan for Directors | B-1 |
These proxy materials are being made available to you electronically or, if you have requested, printed versions of these materials, have been delivered to you by mail in connection with the solicitation of proxies by the Board of Directors of Coty Inc. (the “Company”, “Coty”, “we” or “us”), a Delaware corporation, for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:30 a.m. Eastern Time (“ET”) on Thursday, November 5, 2026 via the Internet at www.virtualshareholdermeeting.com/coty2026.
When used in these proxy materials, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.