Coty Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominated directors to serve until the next annual meeting or until their successors are elected and qualified.

2. 2

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

   ManagementBoard: FOR

   Approve an amended and restated employee equity plan that increases the share reserve by 50 million shares to 150 million shares and supports future equity awards to attract, retain and motivate employees.

   More detail

   Proposal 2 asks stockholders to approve an amended and restated Equity and Long-Term Incentive Plan. The principal change is a 50 million-share increase in the plan reserve, from 100 million shares currently reserved to 150 million shares effective November 6, 2026. Coty estimates that the additional capacity would fund approximately three years of future awards based on historical usage and anticipated grant rates. The plan covers employees, including executive officers, and permits stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. The company presents the plan as a tool for attracting, retaining and motivating employees while linking compensation to long-term stockholder value. Coty notes that outstanding awards represented approximately 2.9% of common shares outstanding and total equity overhang was approximately 7.2% as of June 30, 2026, excluding Series B conversion shares. The proposal is being sought amid leadership transition, business transformation and a challenging fiscal year, including the replacement of fiscal 2026 PRSUs with cliff-vesting RSUs because of uncertainty in setting long-term targets. The plan includes governance features such as clawback provisions, vesting conditions, payout limits, a prohibition on repricing without stockholder approval and double-trigger change-in-control vesting. The Board recommends a vote FOR, arguing that failure to approve could impair current equity grant practices, disadvantage recruiting and retention, and encourage less stockholder-aligned cash compensation.

3. 3

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

   ManagementBoard: FOR

   Approve an amended and restated director equity plan that increases the share reserve to 3 million shares, replaces fixed 25,000-RSU awards with $180,000 fixed-value awards, changes vesting to three annual installments, and establishes annual compensation caps.

   More detail

   Proposal 3 asks stockholders to approve a comprehensive restatement of Coty’s director equity plan. The proposal would replace the fixed annual award of 25,000 restricted stock units with an award targeted at a $180,000 grant-date fair value. An eligible Board chair would receive an additional $180,000 award, subject to annual aggregate compensation limits of $500,000 for other eligible directors and $650,000 for an eligible chair. The share reserve would increase from 1 million to 3 million shares, with Coty stating that approximately 19,780 shares remained available as of September 10, 2026. The proposal would also replace five-year cliff vesting with substantially equal annual vesting over three years. Management argues that a fixed-value award is more consistent with market practice and avoids compensation fluctuations caused solely by changes in share price. The Board also views the shorter ratable vesting schedule as consistent with the Company’s current equity philosophy while retaining a meaningful long-term horizon. The compensation caps are presented as a governance safeguard for stockholders. The Board recommends a vote FOR because the changes are intended to support director retention, align awards with market practice and provide sufficient share capacity for approximately three years.

4. 4

   Approval of Advisory Resolution on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Coty’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 4 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Coty’s named executive officers. The resolution covers the Compensation Discussion and Analysis, Summary Compensation Table and related compensation tables, notes and narrative. Coty frames its program around attracting and retaining leaders, rewarding performance and aligning executives with long-term stockholder value. Fiscal 2026 compensation reflected a difficult operating year, including no annual performance-plan payouts because the adjusted EBITDA threshold was not met and no merit increases for incumbent NEOs. At the same time, the Board approved targeted arrangements connected to leadership transition, including compensation for Interim CEO Markus Strobel, retention compensation for Kristin Blazewicz and transition arrangements for former CFO Laurent Mercier. The Company also granted time-based equity rather than PRSUs for the fiscal 2026 annual cycle because management believed long-term targets could become disconnected from the evolving strategy. Strobel received appointment-related RSUs and stock options with performance conditions tied to future share-price levels, while other executives received cliff-vesting RSUs. Coty reports approximately 76% support for the 2025 say-on-pay vote and average support of approximately 82% over the last three years. The Board recommends a vote FOR, stating that the program is competitive, performance-oriented and designed to align executive rewards with Company results and stockholder interests.

5. 5

   Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, holding future say-on-pay votes every year.

   More detail

   Proposal 5 asks stockholders to express a non-binding preference for the frequency of future say-on-pay votes. The available choices are one year, two years, three years or abstention. Coty’s Board recommends an annual vote, which is also the Company’s current practice. Management argues that annual voting provides a regular and effective channel for gathering stockholder views on executive compensation. The recommendation is particularly relevant because Coty is operating through a significant leadership and strategic transition. Fiscal 2026 included a new Interim CEO, a new CFO beginning fiscal 2027, targeted retention arrangements and changes to the mix of performance and time-based equity. An annual vote would allow stockholders to respond more frequently to those evolving compensation decisions. The vote does not bind the Board, even if one frequency receives a majority of votes cast. The Board and Remuneration and Nomination Committee state that they will review the outcome and may change the practice based on stockholder discussions or material program changes. The Board recommends voting FOR the annual frequency because it believes the approach best supports ongoing stockholder feedback and accountability.

6. 6

   Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s appointment of Deloitte & Touche LLP as Coty’s independent registered public accounting firm for fiscal year 2027.

7. 7

   Other Business

   Management

   Authorize consideration of any other business that may properly come before the Annual Meeting or an adjournment.

   More detail

   Proposal 7 is a customary residual matter allowing stockholders to transact other business that is properly brought before the Annual Meeting. The notice states that Coty has not received notice of any other matters that may properly be presented. The provision is not a substantive management initiative with a defined requested action beyond preserving procedural flexibility. If another matter is properly presented, the proxy holders appointed by the Board may vote in accordance with the Board’s recommendation. If the Board has no recommendation, the proxy holders may use their judgment. The provision applies to the Annual Meeting and any adjournment. It does not authorize consideration of matters that fail to satisfy applicable legal, bylaw or procedural requirements. No separate Board recommendation of for or against is specified because the matter is contingent and undefined. Accordingly, the proposal is best understood as a standard discretionary-authority item rather than a policy, compensation or governance proposal.

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When is the Coty Inc 2026 annual meeting?

Coty Inc (COTY) holds its 2026 annual shareholder meeting on Thursday, November 5, 2026.

What is the record date for the Coty Inc 2026 meeting?

The record date for the Coty Inc 2026 meeting is Thursday, September 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Coty Inc's 2026 meeting?

The board is presenting 9 director nominees at the Coty Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Coty Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Coty Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.