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 3, 2021 (November 2, 2021)
Coty Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-35964 | | 13-3823358 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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:
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| ☐ | 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)) |
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| 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 | | |
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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.
As previously disclosed, following the closing of the redemption transaction previously disclosed by Coty Inc. (NYSE: COTY) (“the “Company”) on October 1, 2021, KKR Rainbow L.P. (“KKR Rainbow”) no longer meets the “First Fall Away Threshold” in the Investment Agreement, dated as of May 11, 2020 (as amended by that certain Amendment No. 1 to the Investment Agreement, effective as of June 1, 2020), by and between the Company and KKR Rainbow (the “Investment Agreement”), and, as a result, one of the two directors designated by KKR Rainbow will no longer stand for re-election at the Company’s next annual stockholders meeting. On November 2, 2021 KKR Rainbow notified the Company that Nancy Ford, one of the directors designated by KKR Rainbow pursuant to the terms of the Investment Agreement, will not stand for re-election at the Company’s next annual stockholders meeting for fiscal year 2022 which is scheduled to take place on November 4, 2021. Accordingly, votes cast for Ms. Ford at such annual meeting will not be counted. Concurrently with such meeting, the Company expects to reduce the size of the Board of Directors by one.
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.
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| Coty Inc. | |
| (Registrant) | |
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| Date: November 3, 2021 | By: | /s/ Kristin Blazewicz | |
| | Kristin Blazewicz | |
| | Chief Legal Officer, General Counsel and Secretary | |
