Coty (COTY) Proxy filing summary

Executive summary

• Fiscal 2026 was marked by challenging sales, margin, and profitability pressures, with decisive actions to simplify operations and focus on long-term value creation, including a strategic review of the consumer beauty business and monetization of the Wella stake, reducing net debt by nearly $840 million.

• Leadership transitioned with the appointment of a new Executive Chairman and Interim CEO, and a comprehensive Board refreshment brought in seven new directors with global consumer and beauty expertise.

• The Coty.Curated framework was launched to drive focused investment, innovation, and organizational optimization, with fiscal 2027 expected to be a transition year as these initiatives are implemented.

Voting matters and shareholder proposals

• Stockholders will vote on the election of nine directors, approval of amended equity and director stock plans, advisory votes on executive compensation and its frequency, and ratification of Deloitte as the independent auditor.

• The Board recommends voting for all director nominees and proposals, with annual advisory votes on executive compensation.

Board of directors and corporate governance

• The Board consists of nine directors, with 77% added in the last year and 44% women, emphasizing diversity and expertise in beauty, finance, and governance.

• The Board maintains a majority of independent directors and independent committee chairs, despite controlled company status under NYSE rules.

• The Board’s committees include the Audit and Finance Committee (AFC) and Remuneration and Nomination Committee (RNC), both composed entirely of independent directors.

• The Board’s leadership structure includes a combined Executive Chairman and CEO, a Lead Independent Director, and regular executive sessions without management.