Coty stockholders approve 50M incentive-plan shares

Stockholders elected all nine director nominees and ratified Deloitte & Touche LLP for the fiscal year ending June 30, 2027.

Available on EDGAR 11/10/2026 - 05:20 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:19 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Coty Inc. (COTY) reported that stockholders approved increases to the available share reserves under two plans at the November 5, 2026 annual meeting: 50 million shares of Class A Common Stock for the Equity and Long-Term Incentive Plan and 2 million shares for the Stock Plan for Directors. The Board had previously approved both amendments subject to stockholder approval.

Stockholders approved holding future advisory votes on named executive officer compensation annually until the next required vote on frequency. Coty said the decision followed the meeting results and recommendations from the Board and its Remuneration and Nomination Committee. A total of 747,785,652 votes were present, representing 82.67% of votes entitled to be cast.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity and Long-Term Incentive Plan reserve increase: 50 million shares of Class A Common Stock Stock Plan for Directors reserve increase: 2 million shares of Class A Common Stock Aggregate votes present: 747,785,652 votes +2 more

5 metrics

Equity and Long-Term Incentive Plan reserve increase 50 million shares of Class A Common Stock Approved at the November 5, 2026 annual meeting

Stock Plan for Directors reserve increase 2 million shares of Class A Common Stock Approved at the November 5, 2026 annual meeting

Aggregate votes present 747,785,652 votes Present at the beginning of the November 5, 2026 annual meeting

Votes represented 82.67% Of all votes entitled to be voted at the annual meeting

Every Year frequency vote 706,191,647 votes Advisory vote on the frequency of named executive officer compensation votes

Key Terms

quorum, Broker Non-Votes, plurality vote, Record Date

4 terms

quorum regulatory

"constituted a quorum for the transaction of business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

plurality vote regulatory

"election of directors was determined by plurality vote"

Record Date regulatory

"as of the close of business on September 10, 2026, the Record Date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did COTY stockholders add to the incentive plan reserves?

Stockholders approved increasing the Equity and Long-Term Incentive Plan reserve by 50 million shares and the Stock Plan for Directors reserve by 2 million shares at the November 5, 2026 annual meeting.

Why is COTY holding say-on-pay votes annually?

Coty said it decided to hold future advisory votes on named executive officer compensation annually based on the meeting results and recommendations from the Board and its Remuneration and Nomination Committee. The annual schedule continues until the next required vote on frequency.

How many votes were represented at COTY's 2026 annual meeting?

747,785,652 aggregate votes were present at the beginning of the meeting, representing 82.67% of all votes entitled to be voted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000102430500010243052026-11-052026-11-05

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): November 10, 2026 (November 5, 2026)

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.

On November 5, 2026, Coty Inc. (the “Company”) held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan (the “Amended and Restated ELTIP”), previously approved by the Company’s Board of Directors subject to stockholder approval, to increase the available share reserve under the Amended and Restated ELTIP by 50 million shares of the Company’s Class A Common Stock.

A description of the Amended and Restated ELTIP was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 24, 2026 (the “Proxy Statement”) under the heading “Proposal No. 2: Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan—Summary of the ELTIP”. The summary of the Amended and Restated ELTIP is qualified in its entirety by reference to the full text of the Amended and Restated ELTIP, a copy of which is filed as Exhibit 10.1 to this report and which was also included as Annex A to the Proxy Statement.

At the Annual Meeting, the Company’s stockholders also approved the Amended and Restated Coty Inc. Stock Plan for Directors (the “Amended and Restated Director Plan”), previously approved by the Company’s Board of Directors subject to stockholder approval, to increase the available share reserve under the Amended and Restated Director Plan by 2 million shares of the Company’s Class A Common Stock.

A description of the Amended and Restated Director Plan was included in the Company’s Proxy Statement” under the heading “Proposal No. 3: Approval of the Amended and Restated Coty Inc. Stock Plan For Directors—Summary of the Director Stock Plan”. The summary of the Amended and Restated Director Plan is qualified in its entirety by reference to the full text of the Amended and Restated Director Plan, a copy of which is filed as Exhibit 10.2 to this report and which was also included as Annex B to the Proxy Statement.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the six proposals listed below, each of which is described in more detail in the Company’s Proxy Statement. There were 723,966,922 shares of Class A Common Stock and 146,057 shares of Series B Preferred Stock, representing 747,785,652 votes in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 82.67% of all votes entitled to be voted at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Class A Common Stock were entitled to one vote per share held and holders of the Company’s Series B Preferred Stock were entitled to 163.0780 votes per share held as of the close of business on September 10, 2026, the Record Date.

Final voting results are shown below.

Each proposal was determined by a majority of the aggregate votes cast, except that the election of directors was determined by plurality vote.

1. Election of Directors

The following directors were elected to the Board of Directors of the Company (the “Board”):

Director						For						Withheld						Broker Non-Votes
Patricia Capel						679,207,529						33,178,909						35,399,214
Joachim Creus						706,603,089						5,783,349						35,399,214
Frank Engelen						710,724,882						1,661,556						35,399,214
Carsten Fischer						711,204,983						1,181,455						35,399,214
Alia Gogi						711,175,786						1,210,652						35,399,214
Robert Kunze-Concewitz						708,631,181						3,755,257						35,399,214
Maria Carla Liuni						711,032,855						1,353,583						35,399,214
Stephanie Plaines						711,174,598						1,211,840						35,399,214
Markus Strobel						710,038,306						2,348,132						35,399,214

Each of the nine nominees for director was elected to serve until the next annual meeting of stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

2. Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan

The stockholders approved the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan:

For						Against						Abstain						Broker Non-Votes
642,428,535						66,772,884						3,185,019						35,399,214

3. Approval of the Amended and Restated Coty Inc. Stock Plan for Directors

The stockholders approved the Amended and Restated Coty Inc. Stock Plan for Directors:

For						Against						Abstain						Broker Non-Votes
709,753,217						2,543,721						89,500						35,399,214

4. Approval of Advisory Resolution on Named Executive Officer Compensation

The stockholders approved the advisory resolution on Named Executive Officer compensation:

For						Against						Abstain						Broker Non-Votes
702,266,724						9,960,836						158,878						35,399,214

5. Advisory vote on the Frequency of Holding the Vote on the Advisory Resolution on Named Executive Officer Compensation

The stockholders approved, on an advisory basis, a vote EVERY YEAR on the frequency of the vote on the advisory resolution on Named Executive Officer compensation:

Every Year						Every Two Years						Every Three Years						Abstain						Broker Non-Votes
706,191,647						129,634						5,856,532						208,625						35,399,214

Taking into consideration the voting results on this matter at the Annual Meeting and based on the recommendations of the Board and the Remuneration and Nomination Committee of the Board, the Company has decided that it will hold future advisory votes on named executive officer compensation on an annual basis until the next required vote on the frequency of such advisory vote.

6. Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027:

For						Against						Abstain						Broker Non-Votes
739,025,898						8,636,780						122,974						0

Item 9.01    Financial Statements and Exhibits

(i)Exhibits:

Exhibit No.						Description
10.1						Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan.
10.2						Amended and Restated Coty Inc. Stock Plan for Directors
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: November 10, 2026			By:			/s/ Kristin Blazewicz
						Kristin Blazewicz
						Chief Legal Officer, General Counsel and Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 126.7 KB
• EX-10.2 EX-10.2 77.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB