8-K

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): December 5, 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.

Appointment of New Chief Financial Officer

Coty Inc. (NYSE: COTY) (“Coty” or the “Company”) today announced that Laurent Mercier, currently Coty’s Deputy Chief Financial Officer, will succeed Pierre-André Terisse as Chief Financial Officer of the Company effective February 15, 2021. Mr. Terisse will assist with the transition through February 2021, after which he will serve as a Coty designated member of the Board of The Wella Company.

Mr. Mercier, age 50, has served as Coty’s Deputy CFO since May 2020 and previously as the CFO of Coty’s Luxury business since November 2017. Prior to joining Coty, Mr. Mercier worked at Danone, S.A. for 20 years, including serving in the role of VP of Finance for its European Dairy business from 2014 to 2017, CFO of Evian Volvic Germany and CFO for Asia, Middle East and Africa. There is no family relationship between Mr. Mercier and any director or executive officer of the Company. There have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant in which Mr. Mercier, or any member of his immediate family, had, or will have, a direct or indirect material interest.

In connection with Mr. Mercier’s appointment, the Company provided an offer letter to Mr. Mercier setting forth the primary compensation elements for his new position. Under the terms of his offer letter, Mr. Mercier is entitled to the following compensation and benefits: (i) an annual base salary in the amount of EUR 500,000; (ii) an APP Bonus targeted to be 50% of his annual base salary; (iii) an annual grant of restricted stock units under the Company’s Equity and Long Term Incentive Plan (“ELTIP”) with a grant date value equal to USD 650,000 and (iv) participation in the employee benefit plans generally made available to senior officers of the Company in the Netherlands.

In connection with Mr. Terisse’s separation, the Company and Mr. Terisse entered into a separation agreement pursuant to which Mr. Terisse will continue to receive his fixed remuneration and benefits in kind until February 1, 2022. All outstanding equity awards will be forfeited and cancelled as of his February 15, 2021 separation date. Under the separation agreement, no other supplemental severance amounts will be paid, and Mr. Terisse will not be eligible for variable compensation for fiscal years 2021 or 2022.

The foregoing descriptions of the offer letter and separation agreement are qualified in their entirety by reference to the full text of the respective agreements, a copy of each 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.

A copy of the press release announcing Mr. Terisse’s departure and Mr. Mercier’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1. A copy of the press release is also available on its website at www.investors.coty.com, under the “Investor News” tab.

Acceleration of RSU Award

Following the successful November 30, 2020 completion of the strategic separation of Coty’s Professional and Retail Hair business – including the Wella, Clairol, OPI and ghd brands (together, “Wella”), on December 5, 2020 the Company’s Remuneration and Nomination Committee approved the accelerated vesting of the 984,252 restricted stock units (“RSUs”) granted to Mr. Terisse on June 5, 2020 in recognition of his work on the Wella transaction (the “Wella RSUs”). The Wella RSUs will be accelerated to fully vest on December 30, 2020.

Item 9.01    Financial Statements and Exhibits

(i)Exhibits:

Exhibit No.	Description
99.1	Press Release regarding executive officer changes, dated December 9, 2020.
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: December 9, 2020	By:	/s/ Kristin Blazewicz
		Kristin Blazewicz
		Chief Legal Officer, General Counsel and Secretary

EX-99.1

COTY PROMOTES LAURENT MERCIER TO CHIEF FINANCIAL OFFICER

•Mercier, Coty’s Deputy CFO, to succeed Pierre-André Terisse

•Having joined Coty in 2017, Mercier brings over 25 years’ experience in finance and consumer goods

•Terisse to assist in the transition until February 2021, and to be appointed a Coty designated member of Wella JV’s Board

NEW YORK -- Coty Inc. (NYSE: COTY), one of the world’s leading beauty companies and the global leader in fragrances, today announced the promotion of Laurent Mercier to Chief Financial Officer (CFO). Mercier, who is currently Coty’s Deputy CFO, has been with the company since 2017. He succeeds Pierre-André Terisse, with whom he has worked closely at both Coty and during their previous roles at Danone. Following Mercier’s appointment, Terisse will assist in the transition until February 2021, after which he will serve as a Coty designated member of the Board of Wella.

Mercier, who is based in Coty’s Amsterdam headquarters, will begin his tenure as CFO on February 15, 2021. He will join the Executive Committee and report directly to CEO Sue Y. Nabi. Mercier joined Coty as CFO of its Luxury division in 2017, where he increased operating income by more than 50% in two years while maintaining mid-single digit LFL sales growth. He previously spent 20 years at global food and beverage giant Danone, where he held several leadership roles; including CFO of Evian Volvic Germany; CFO for Asia, Middle East and Africa; and leading Danone’s European Dairy business. Mercier will continue driving Coty’s turnaround program together with Gordon von Bretten, who leads the execution of Coty’s $600 million fixed cost reduction program in his role as Chief Transformation Officer.

Today’s announcement follows the completion of the strategic separation of Coty’s Professional and Retail Hair business – including the Wella, Clairol, OPI and ghd brands (together, “Wella”) – which Terisse had overseen.

Commenting on the announcement, Sue Y. Nabi, Coty's CEO, said:

“I am very excited to announce Laurent’s promotion to CFO. He is a very capable leader who has been instrumental in the financial transformation of Coty during an extremely challenging operating environment, building a stronger, more focused and top line oriented business that’s set up for profitable growth. Laurent knows this business inside-out, playing a critical role in recent months in allocating resources and marketing investments behind the most promising opportunities. He brings a wealth of global experience, both from his time here at Coty and from high-profile leadership roles at Danone.”

Laurent Mercier, the incoming Coty CFO, said:

“It’s a great honor to become the CFO of this iconic business. As a company, we are 100% focused on diligent cost control and reigniting sustainable sales growth, and we will continue to deliver on our robust financial commitments, including reaching leverage of ~5x by end of CY21 and less than 3x in the medium term. Our Q1 results and the Wella divestment reflect the excellent progress made under Sue’s inspirational leadership and we will continue on this path to success. I would like to thank my long-time colleague Pierre-André for everything he has achieved. I look forward to building on his legacy and growing this fantastic company for many years to come.”

“I thank Pierre-André for all his skill and dedication since joining Coty. His work as part of the leadership team was critical for navigating the incredibly challenging environment caused by COVID-19 and in establishing a strong financial platform for growth, culminating in the successful divestiture of Wella last

week. These achievements are now enabling us to increase strategic investments in our most successful brands and categories as we harness our positive momentum into 2021 and beyond.”

The appointment of Mercier comes as Sue Y. Nabi has strengthened her leadership team with established industry experts. Coty recently announced two new leaders to drive its Consumer Beauty organization: Stefano Curti (Chief Brands Officer, Consumer Beauty) and Alexis Vaganay, who was promoted to Chief Commercial Officer, Consumer Beauty. The company has also recruited Isabelle Bonfanti as Chief Commercial Officer, Luxury, and Jean-Denis Mariani to the role of Chief Digital Officer.

ENDS

About Coty Inc.

Coty is one of the world’s largest beauty companies with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Coty is the global leader in fragrance and number three in color cosmetics. Coty’s products are sold in over 150 countries around the world. Coty and its brands are committed to a range of social causes as well as seeking to minimize its impact on the environment. For additional information about Coty Inc., please visit www.coty.com.

Contacts

Investor Relations Olga Levinzon, +1 212 389-7733 / Olga_Levinzon@cotyinc.com

Media Antonia Werther, +31 621 394495 / Antonia_Werther@cotyinc.com

XML

Cover	Dec. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2020
Entity Registrant Name	Coty Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35964
Entity Tax Identification Number	13-3823358
Entity Address, Address Line One	350 Fifth Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10118
City Area Code	212
Local Phone Number	389-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
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Entity Central Index Key	0001024305