FALSE000102430500010243052023-11-022023-11-02

Date of Report (Date of earliest event reported): November 8, 2023 (November 2, 2023)

(Exact Name of Registrant as Specified in its Charter)

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:

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 On November 2, 2023, Coty Inc. (the “Company”) held its annual meeting of stockholders via the internet at http://www.virtualshareholdermeeting.com/Coty2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals listed below, each of which is described in more detail in the Company’s Proxy Statement. There were 752,552,509 shares of Class A Common Stock and 146,057 shares of Series B Preferred Stock, representing 776,359,789 votes in the aggregate present at the beginning of the Annual Meeting in person or by proxy, which represented 88.05% 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 163.000 votes per share held as of the close of business on September 8, 2023, 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						549,804,624						162,720,685						63,834,480
Joachim Creus						648,968,474						63,556,835						63,834,480
Olivier Goudet						629,720,191						82,805,118						63,834,480
Peter Harf						645,173,660						67,351,649						63,834,480
Johannes Huth						649,454,012						63,071,297						63,834,480
Maria Asuncion Aramburuzabala Larregui						546,147,775						166,377,534						63,834,480
Anna Makanju						591,079,106						121,446,203						63,834,480
Sue Y. Nabi						651,905,155						60,620,154						63,834,480
Isabelle Parize						653,057,257						59,468,052						63,834,480
Lubomira Rochet						708,672,902						3,852,407						63,834,480
Robert Singer						648,753,218						63,772,091						63,834,480

Each of the eleven 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:

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, 2023:

4. Vote on a stockholder proposal regarding a report on plastic packaging reduction

The stockholders did not approve the stockholder proposal regarding a report on plastic packaging reduction:

(d)Exhibits:

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.