Coty Inc.

02/09/2024 | Press release | Distributed by Public on 02/09/2024 15:20

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation of Chief Transformation Officer

On February 6, 2024, Coty Inc. (the "Company") entered into a separation agreement with Gordon von Bretten, who has been serving as Chief Transformation Officer since June 2020. Under the terms of the separation agreement, Mr. von Bretten will continue to serve in his role and receive his fixed remuneration and benefits in kind until March 31, 2024 and will receive a severance amount of EUR 325,000 (less applicable withholding and statutory deductions) payable within a month of his separation. In addition, a pro rata portion of Mr. von Bretten's outstanding equity awards under the Company's Equity and Long-Term Incentive Plan will vest on March 31, 2024, equal to 193,574 shares of the Company's common stock (less withholding for taxes). Under the separation agreement, no other supplemental severance amounts will be paid.

The foregoing description is qualified in its entirety by reference to the full text of the separation agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2024.

Changes to the Board of Directors

On February 5, 2024, the Board of Directors (the "Board") of the Company increased its size to twelve (12) directors and appointed Gordon von Bretten as a member of the Board, effective as of April 1, 2024, with a term expiring at the 2024 annual meeting of the Company's stockholders and until his successor is duly elected and qualified. Mr. von Bretten will participate in the compensation arrangements for non-employee directors as described in the Company's Proxy Statement filed with the Commission on September 21, 2023.

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