Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Executive Officer
On February 27, 2020, Pierre Laubies, Chief Executive Officer and member of the
board of directors (the "Board") of Coty Inc. (NYSE: COTY) (the "Company")
resigned his position as Chief Executive Officer of the Company, to be effective
by summer 2020. On February 27, 2020, Coty Management B.V. entered into a
settlement agreement (the "Settlement Agreement") with Mr. Laubies in connection
with his resignation. Pursuant to the Settlement Agreement, Mr. Laubies will
receive the severance benefits provided for under his existing employment
agreement as if his employment were terminated for Good Reason, so long as he
provides a release and complies with the post-termination employment covenants
contemplated by his employment agreement and the Settlement Agreement. Also on
February 27, 2020, the Company entered into a purchase agreement (the "Preferred
Repurchase Agreement") with Mr. Laubies, pursuant to which the Company will
purchase all of the shares of Series A-1 Preferred Stock held by Mr. Laubies.
Mr. Laubies' termination of employment did not result from any disagreement with
the Company on any matter relating to the Company's operations, policies or
practices.
Appointment of New Chief Executive Officer
On February 27, 2020, the Board appointed Pierre Denis, age 55, to the position
of Chief Executive Officer, to be effective by summer 2020 following the
effectiveness of Mr. Laubies' resignation. In connection with such appointment,
Mr. Denis and the Company agreed to enter into an employment agreement (the
"Employment 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, 2020.
Under the terms of the Employment Agreement, Mr. Denis will serve as the
Company's Chief Executive Officer on an at will basis, during which time he is
entitled to the following compensation and benefits: (i) an annual base salary
in the amount of $1,200,000; (ii) participation in the annual performance plan
(the "Annual Performance Plan") with a target bonus equal to 100% of annual base
salary, and (iii) participation in the employee benefit plans generally made
available to senior officers of the Company group in the Netherlands.
Mr. Denis will participate in the Company's Elite stock investment program as
described in the Company's Proxy Statement filed with the Securities and
Exchange Commission (the "Commission") on September 25, 2019, with a target
investment amount of $7,000,000, subject to a minimum investment amount of
$5,000,000 (the "Purchased Shares"). In addition, Mr. Denis will receive, on the
date he commences employment, a one-time sign-on grant of restricted stock units
with a value equal to $4,000,000, vesting on June 30, 2021. Mr. Denis will also
receive an annual grant of restricted stock units, pursuant to the Company's
Long Term Incentive Plan, with a value equal to $4,000,000, vesting 60 percent
on the third anniversary of grant, 20 percent on the fourth anniversary of grant
and 20 percent on the fifth anniversary of grant, subject to his continued
employment with the Company through each applicable vesting date.
Upon Mr. Denis' separation from service by the Company without cause or by him
for good reason, he will receive base salary continuation for one year (or, in
the event of his resignation for good reason at any time following a change in
control of the Company, for two years). As a condition to receiving the
severance benefits described in this paragraph, Mr. Denis is required to execute
a general release and adhere to a 12-month post-termination non-solicitation
restriction, a 12-month post-termination noncompetition restriction, and a
perpetual confidentiality obligation.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment 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, 2020.
Mr. Denis joined the Board in September 2019. Mr. Denis has served since July
2012 as the Chief Executive Officer of Jimmy Choo Group Limited, a luxury
accessories brand, with a focus on shoes that is now a division of Capri
Holdings Limited, a publicly traded global fashion luxury group. Prior to that,
in 2008, Mr. Denis became the Managing Director of John Galliano where he
managed operations, developed the John Galliano and contemporary Galliano lines
and expanded its licensing business. Mr. Denis began his career in perfume and
cosmetics and joined LVMH, the diversified luxury goods group, in 1992. In 1999,
he was appointed Managing Director, Asia Pacific for
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Parfums Christian Dior; in addition, he took over managing the Dior Couture
Asian business in 2004 to 2006, when he was appointed as Managing Director for
Christian Dior Couture in Europe, the Middle East and India. Mr. Denis is a
graduate of ESSEC Business School, Paris. There is no family relationship
between Mr. Denis and any director or executive officer of the Company. There
have been no transactions, nor are there any currently proposed transactions, to
which the Company or any of its subsidiaries was or is to be a participant in
which Mr. Denis, or any member of his immediate family, had, or will have, a
direct or indirect material interest.
Appointment of Pierre-André Terisse as Chief Operating Officer
On February 27, 2020, the Board appointed Pierre-André Terisse as Chief
Operating Officer of the Company, in addition to his current appointment as
Chief Financial Officer of the Company, effective immediately. In connection
with such appointment, the Company has amended Mr. Terisse's employment
agreement to increase his annual base salary to an amount equal to €800,000 and
increase the annual grant of restricted stock units to Mr. Terisse pursuant to
the Company's Long Term Incentive Plan to such number of RSUs with a value equal
to $2,500,000.
The foregoing description is qualified in its entirety by reference to the full
text of the amended employment 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, 2020.
Changes to the Board of Directors
On February 27, 2020, Mr. Laubies resigned from his position as a member of the
Board, effective May 31, 2020. Mr. Laubies' termination did not result from any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On February 27, 2020, the Board appointed Isabelle Parize and Justine Tan as
members of the Board, in each case effective immediately, with a term expiring
upon the Company's next annual stockholders' meeting. There are no arrangements
or understandings between Ms. Parize or Ms. Tan and any other persons pursuant
to which either of them was appointed as director. There are no related party
transactions between the Company and Ms. Parize or Ms. Tan, and as of the date
hereof, neither Ms. Parize nor Ms. Tan owns any shares of the Company's common
stock. Each will participate in the compensation arrangements for non-employee
directors as described in the Company's Proxy Statement filed with the
Commission on September 25, 2019.
On February 27, 2020, Mr. Denis resigned from his position as a member of the
Audit and Finance Committee and the Board appointed Ms. Parize as a member of
the Audit and Finance Committee, in each case effective immediately. Mr. Denis
will remain a member of the Board.
A copy of the press release announcing the management and Board changes
described herein is attached to this Current Report on Form 8-K as Exhibit 99.1.
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Registrant under the Securities Act of 1933 or
the Exchange Act. A copy of the press release is also available on the Company's
website at www.investors.coty.com, under the "Investor News" tab.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press release, dated February 28, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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