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 21, 2020 (December 18, 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))

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	COTY	New York Stock Exchange

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.

Changes to the Board of Directors

On December 18, 2020, Paul Michaels resigned as a director of the Board of Directors (the “Board”) of Coty Inc. (NYSE: COTY) (the “Company”) after five years of Board service. Mr. Michael’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On December 18, 2020, the Board increased its size to thirteen (13) directors and appointed Mariasun Aramburuzabala and Anna Makanju as members of the Board, in each case effective as of December 18, 2020, with a term expiring at the 2021 annual meeting of the Company's stockholders and until her respective successor is duly elected and qualified. In addition, the Board appointed Ms. Aramburuzabala to the Board’s Remuneration and Nomination Committee, also effective as of December 18, 2020. No decision has been made with respect to the naming of Ms. Makanju to any committees of the Board. Each will participate in the compensation arrangements for non-employee directors as described in the Company’s Proxy Statement filed with the Commission on September 24, 2020.

There are no arrangements or understandings between Ms. Aramburuzabala or Ms. Makanju and any other persons pursuant to which either of them was appointed as director. There are no transactions in which Ms. Aramburuzabala or Ms. Makanju has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing these board changes 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.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits:

Exhibit No.	Description
99.1	Press Release announcing changes to Board of Directors, dated December 21, 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 21, 2020	By:	/s/ Kristin Blazewicz
		Kristin Blazewicz
		Chief Legal Officer, General Counsel and Secretary

EX-99.1

COTY ANNOUNCES APPOINTMENT OF NEW DIRECTORS TO ITS BOARD

•Anna Adeola Makanju and Mariasun Aramburuzabala Larregui to join Board of Directors from Dec. 18th

•Paul S. Michaels stands down after completing 5-year term

•Appointments result in Coty’s Board of Directors having a female-majority

NEW YORK -- Coty Inc. (NYSE: COTY), one of the world’s largest beauty companies and the global leader in fragrances, today announced two additions to its Board of Directors with the appointments of Anna Adeola Makanju and Mariasun Aramburuzabala Larregui. Both will join the board from December 18th.

Anna Adeola Makanju is a renowned expert in global policy who brings over fifteen years of experience across U.S. government and leading private sector companies. Currently Global Policy Manager for content regulation at Facebook, Makanju drives the company’s approach to emerging regulatory frameworks around the world. She has also practiced international law in the Hague and at Cleary Gottlieb Steen and Hamilton LLP and taught at Princeton University’s School of Public and International Affairs.

Makanju served as a Special Adviser for Europe and Eurasia to then-Vice President, now President-elect, Joseph R. Biden, focusing on policy and engagement strategies with 51 countries, including Russia and Turkey. She has also served as a Senior Adviser to the U.S. Ambassador to the United Nations and as Director for Russia on the U.S. National Security Council.

Mariasun Aramburuzabala Larregui is President of the Board & CEO of Tresalia Capital, a leading global investor with investments and transactional experience throughout Latin America, Asia, Europe and the U.S. She also serves as a Board Director for several global corporations and institutions, including Anheuser-Busch InBev (ABI) and Grupo Modelo.

Aramburuzabala is one of Latin America’s most prominent business leaders and her achievements have been recognized by multiple institutions, including Fortune Magazine (“50 Most Powerful Women in Global Business”), Star Group’s “Leading Women Entrepreneurs of the World” and the International Women Forum’s “Corporations that Make the Difference” awards.

Sue Y. Nabi, Chief Executive Officer of Coty, said: “Mariasun and Anna are outstanding leaders who have already achieved so much in their chosen careers. What makes me particularly excited about their joining our board is that they are also deeply passionate about beauty. For a company like Coty, that aims to become the most product centric beauty company, this passion is invaluable. I look forward to working closely with Mariasun and Anna over the coming years and harnessing their exceptional insights.”

Coty also announced that Paul S. Michaels stepped down as a Director on Dec 18th. Michaels joined the Board of Directors in June 2015. Prior to joining Coty, he served as the President of Mars, Incorporated, parent company of William Wrigley Jr. Co., from January 2004 to January 2015.

Sue Y. Nabi, said: “I would like to thank Paul for his five years of service to Coty and his excellent contribution during this period. We wish him all the best in his future endeavors.”

The changes announced today mean that Coty’s Board of Directors has becomemajority female (seven of the 13 Directors), while Coty’s Executive Committee, led by CEO Sue Y. Nabi, is already female-majority (three out of five members).

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.

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. 18, 2020
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Document Type	8-K
Document Period End Date	Dec. 18, 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, Postal Zip Code	10118
Entity Address, State or Province	NY
Entity Address, City or Town	New York,
City Area Code	212
Local Phone Number	389-7300
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Soliciting Material	false
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Entity Emerging Growth Company	false
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Amendment Flag	false