Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, following the closing of the redemption transaction
previously disclosed by Coty Inc. (NYSE: COTY) ("the "Company") on October 1,
2021, KKR Rainbow L.P. ("KKR Rainbow") no longer meets the "First Fall Away
Threshold" in the Investment Agreement, dated as of May 11, 2020 (as amended by
that certain Amendment No. 1 to the Investment Agreement, effective as of June
1, 2020), by and between the Company and KKR Rainbow (the "Investment
Agreement"), and, as a result, one of the two directors designated by KKR
Rainbow will no longer stand for re-election at the Company's next annual
stockholders meeting. On November 2, 2021 KKR Rainbow notified the Company that
Nancy Ford, one of the directors designated by KKR Rainbow pursuant to the terms
of the Investment Agreement, will not stand for re-election at the Company's
next annual stockholders meeting for fiscal year 2022 which is scheduled to take
place on November 4, 2021. Accordingly, votes cast for Ms. Ford at such annual
meeting will not be counted. Concurrently with such meeting, the Company expects
to reduce the size of the Board of Directors by one.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
Exhibit No. Description
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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