Coty Inc

Proposal 2 asks stockholders to approve an amended and restated Equity and Long-Term Incentive Plan. The principal economic change is an increase of 50 million shares in the reserve, taking total authorized shares for awards to 150 million effective November 6, 2026. Coty says approximately 100 million shares were reserved for award or purchase as of August 31, 2026 and expects the expanded reserve to fund grants for about three years. The plan supports stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. Management is seeking approval to preserve annual and new-hire equity grants used to attract, retain and motivate approximately 650 eligible employees. The company emphasizes that equity compensation aligns employee interests with long-term stockholder value and warns that failure to approve could create recruiting disadvantages or force greater use of cash compensation. The proposal comes amid a challenging fiscal year, leadership transition, strategic review, debt reduction efforts and a decision to use cliff-vesting RSUs instead of PRSUs for the fiscal 2026 cycle because long-term targets were viewed as unusually uncertain. The plan includes performance criteria, change-in-control protections, clawback provisions and a prohibition on repricing options without stockholder approval. The Board recommends FOR, asserting that the reserve increase is reasonable, appropriate and in stockholders’ best interests.

Proposal 3 asks stockholders to approve a broad amendment and restatement of Coty’s Stock Plan for Directors. The share reserve would increase from 1 million to 3 million shares, with 2 million additional shares becoming available if approved. The plan would replace the fixed annual grant of 25,000 RSUs with an award targeted at a $180,000 grant-date fair value, plus an additional $180,000 award for an eligible Board chair. It would also replace five-year cliff vesting with substantially equal vesting installments over three years. Annual total compensation would be capped at $500,000 for nonemployee directors and $650,000 for an eligible chair. Coty argues that fixed-value awards better reflect market practice and provide more consistent compensation despite share-price fluctuations. The company says the larger reserve is needed because the reserve has not increased since 2017 and would support approximately three years of anticipated grants. The proposal is notable because it increases potential director equity capacity while simultaneously adding explicit annual compensation limits. The Board characterizes the cap and revised vesting as governance safeguards and alignment mechanisms. The Board recommends FOR, asserting that the amendments support equity-based director compensation and are in stockholders’ interests.

Proposal 4 asks stockholders to approve, on a non-binding advisory basis, the compensation of Coty’s named executive officers disclosed in the proxy statement. The resolution covers the Compensation Discussion and Analysis, Summary Compensation Table and related compensation tables, notes and narrative. Management presents the program as competitive, performance-oriented and designed to attract and retain high-quality leadership. Fiscal 2026 compensation occurred during weak operating performance, a strategic review, debt reduction actions and a major leadership transition. No APP awards were paid because the adjusted EBITDA threshold was not achieved, and incumbent NEOs received no annual merit salary increases. At the same time, the Board approved targeted retention and appointment arrangements, including substantial equity awards for Interim CEO Markus Strobel and a retention bonus for Chief Legal Officer Kristin Blazewicz. The fiscal 2026 annual equity cycle used cliff-vesting RSUs instead of PRSUs because management believed long-term targets could become disconnected from the evolving strategy. The company highlights stock ownership guidelines, clawbacks, anti-hedging rules, double-trigger change-in-control treatment and payout caps as alignment and risk controls. The 2025 say-on-pay vote received approximately 76% support, while the company states the three-year average was approximately 82%. The Board recommends FOR and states that the RNC will consider the advisory result in future compensation decisions.

Proposal 5 asks stockholders to select the preferred frequency of future advisory votes on executive compensation. The available choices are one year, two years, three years or abstention, and the Board recommends an annual vote. Coty already conducts say-on-pay votes annually and seeks confirmation that this interval should continue. Management argues that annual voting provides timely, recurring information about stockholder sentiment. The proposal is advisory and does not legally bind the Board. The Board and the RNC nevertheless state that they will carefully review the results when making compensation and governance decisions. An annual cycle would allow stockholders to respond more quickly to compensation decisions during Coty’s continuing transformation and leadership transition. That context includes the appointment of an Interim CEO, a new CFO, targeted retention arrangements and changes in long-term incentive design. The company also points to historical stockholder support for say-on-pay, including approximately 76% support at the 2025 annual meeting and approximately 82% average support over three years. The Board recommends FOR the EVERY YEAR alternative because it believes annual consultation is the most effective feedback mechanism.

Proposal 7 is a customary catch-all item covering other business that may properly come before the Annual Meeting or any adjournment. The company states that it has not received notice of any other matters properly presentable at the meeting as of the proxy statement date. The proposal does not identify a substantive transaction, governance amendment or compensation action for stockholder consideration. It preserves proxy-holder discretion if an otherwise proper matter is raised. The proxy statement later provides that proxies will be voted according to the Board’s recommendation if one exists. If no recommendation exists, the proxy holder may vote in accordance with judgment. The filing does not describe any known third-party or shareholder-sponsored matter under this item. No specific management recommendation of FOR or AGAINST is stated for the catch-all item. Accordingly, the recommendation is recorded as none rather than inferred. The item is procedural and materially less specific than Proposals 1 through 6.