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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