Coty 8-K: 712,433,722 votes for auditor; say-on-pay approved

Rhea-AI Filing Summary

Coty Inc. reported the results of its annual meeting. Stockholders present totaled 722,065,434 Class A shares, representing 80.43% of votes entitled, establishing a quorum.

All nine director nominees were elected by plurality to serve until the next annual meeting. The advisory vote on named executive officer compensation was approved with 520,390,602 votes for, 163,664,273 against, and 389,410 abstaining. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 712,433,722 votes for, 9,376,443 against, and 255,269 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, and exhibit attachments filed with this report.

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FALSE000102430500010243052025-11-062025-11-06

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 6, 2025

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

On November 6, 2025, Coty Inc. (the “Company”) held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the three proposals listed below, each of which is described in more detail in the Company’s Proxy Statement. There were 722,065,434 shares of Class A Common Stock in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 80.43% 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 163.1570 votes per share held as of the close of business on September 12, 2025, 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
Beatrice Ballini						647,737,247						36,707,038						37,621,149
Joachim Creus						634,244,462						50,199,823						37,621,149
Frank Engelen						634,680,620						49,763,665						37,621,149
Peter Harf						630,178,215						54,266,070						37,621,149
Anna Adeola Makanju						681,767,662						2,676,623						37,621,149
Sue Nabi						629,032,501						55,411,784						37,621,149
Isabelle Parize						681,800,910						2,643,375						37,621,149
Robert Singer						655,259,647						29,184,638						37,621,149
Gordon von Bretten						635,235,634						49,208,651						37,621,149

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 Advisory Resolution on Named Executive Officer Compensation

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

For						Against						Abstain						Broker Non-Votes
520,390,602						163,664,273						389,410						37,621,149

3. 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, 2026:

For						Against						Abstain						Broker Non-Votes
712,433,722						9,376,443						255,269						0

Item 9.01 Financial Statements and Exhibits

(d)Exhibits:

Exhibit No.						Description
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 12, 2025			By:			/s/ Kristin Blazewicz
						Kristin Blazewicz
						Chief Legal Officer, General Counsel and Secretary

FAQ

What did Coty (COTY) stockholders approve at the 2025 annual meeting?

They elected nine directors, approved the advisory resolution on named executive officer compensation, and ratified Deloitte & Touche LLP as auditor.

How many Coty (COTY) votes were represented and what was the quorum?

722,065,434 Class A shares were represented, equal to a 80.43% quorum.

What were Coty (COTY) say-on-pay voting results?

Say-on-pay received 520,390,602 votes for, 163,664,273 against, and 389,410 abstentions, with 37,621,149 broker non-votes.

Which auditor did Coty (COTY) ratify and what were the vote totals?

Stockholders ratified Deloitte & Touche LLP with 712,433,722 for, 9,376,443 against, and 255,269 abstentions.

How many directors did Coty (COTY) elect and by what method?

Coty elected nine directors by plurality vote to serve until the next annual meeting.

Were both Class A and Series B holders entitled to vote at Coty (COTY)?

Yes. Class A had one vote per share; Series B Preferred had 163.1570 votes per share as of the record date.