COTY INC.
For the period ended Jun 30, 2026. Filed Sep 24, 2026.
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Jun 30, 2026 · Filed Sep 24, 2026
Contents
Key Data
As discussed under Proposal 2, as of June 30, 2026, the Company’s total overhang was approximately 7.2%, calculated excluding shares issuable upon conversion of the Series B Preferred Stock. Outstanding awards granted under the Director Stock Plan represented approximately 0.02% of the Company’s outstanding Class A Common Stock, and the Company’s historical share usage under the Director Stock Plan has represented a small portion of the Company’s overall equity compensation program, with a three-year average burn rate of approximately 0.03%, as set forth in the table below.
Burn Rate is equal to the number of awards made in connection with the Company’s annual grant of restricted stock units under the ELTIP in a fiscal year divided by the total number of shares of common stock outstanding for each respective year. The following table sets forth information to calculate the Company’s burn rate for the last three fiscal years:
| Fiscal Year | RSUs Granted | Common Shares Outstanding | Burn Rate |
|---|---|---|---|
| 2024 | 276,164 | 867,843,388 | 0.03% |
| 2025 | 295,000 | 872,295,818 | 0.03% |
| 2026 | 259,282 | 880,500,642 | 0.03% |
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