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): January 6, 2023 (January 2, 2023)

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 January 2, 2023, the Board increased its size to twelve (12) directors and appointed Lubomira Rochet as a member of the Board, effective as of January 2, 2023, with a term expiring at the 2023 annual meeting of the Company’s stockholders and until her successor is duly elected and qualified. No decision has been made with respect to the naming of Ms. Rochet to any committees of the Board. She will participate in the compensation arrangements for non-employee directors as described in the Company’s Proxy Statement filed with the Commission on September 22, 2022.

There are no arrangements or understandings between Ms. Rochet and any other persons pursuant to which she was appointed as director. There are no transactions in which Ms. Rochet 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. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act. 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 January 6, 2023.
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: January 6, 2023	By:	/s/ Kristin Blazewicz
		Kristin Blazewicz
		Chief Legal Officer, General Counsel and Secretary

EX-99.1

COTY ANNOUNCES APPOINTMENT OF LUBOMIRA ROCHET TO ITS BOARD OF DIRECTORS

NEW YORK, JANUARY 06, 2023 – Today, Coty (NYSE: COTY), one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care, announced the appointment of Lubomira Rochet to its Board of Directors, effective January 2, 2023.

Lubomira Rochet is a Partner at JAB Holding Company and brings over twenty years of experience in business and digital transformation. She previously served as Chief Digital Officer and member of the Executive Committee at L’Oréal for seven years (2014-2021), where she transformed the cosmetics company to a “digital-first” business across 35 international beauty brands and 120 markets. Rochet’s work and impact was recognized in 2019, when she was named the “Marketer of the Year” by the World Federation of Advertisers.

Before joining L’Oréal, Rochet also served in management positions at CapGemini and Microsoft. In 2010, she became Deputy CEO of Valtech, a leading digital marketing agency, where she worked across a variety of sectors, including luxury, fashion and FMCG, to accelerate their digital, data and tech transformation.

Sue Y. Nabi, Coty’s CEO, said: “We are delighted to welcome Lubomira to our board of directors. Her deep industry experience and extensive track record of driving digital transformation will be an invaluable asset as we enhance our omnichannel approach. I look forward to working closely with Lubomira in the future and to harnessing her valuable perspective and insights on the future of digital integration for the industry and our business.”

Today’s appointment increases female representation on Coty’s Board of Directors to 50 percent and the total number of directors to twelve. Coty’s five-member Executive Committee, led by CEO Sue Y. Nabi, already holds female-majority.

About Coty Inc.

Founded in Paris in 1904, Coty is one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in more than 130 countries and territories. Coty and our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to making a positive impact on the planet. Learn more at coty.com or on LinkedIn and Instagram.

For more information, please contact:

Investor Relations

Olga Levinzon

+1 212 389-7733

olga_levinzon@cotyinc.com

Media

Antonia Werther

+31 621 394495

Antonia_Werther@cotyinc.com

XML

Cover	Jan. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 02, 2023
Entity Registrant Name	Coty Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3823358
Entity File Number	001-35964
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
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	COTY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001024305