Coty Inc 8-K, filed Feb 28, 2020
Coty Inc. (COTY)
About this 8-K
Coty Inc filed this 8-K on February 28, 2020, reporting on events of February 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Coty Inc. | ||||||
| (Registrant) | ||||||
| Date: February 28, 2020 |
By: |
/s/ Pierre-André Terisse | ||||
| Pierre-André Terisse | ||||||
| Chief Financial Officer and Chief Operating Officer | ||||||
Exhibit 99.1
Coty Announces Executive and Board Appointments
to Accelerate Growth
Pierre Denis to succeed Pierre Laubies as CEO; Pierre-André Térisse promoted to COO
Isabelle Parize and Justine Tan elected non-executive directors
NEW YORK – February 28, 2020 – Coty Inc. (NYSE: COTY) today announced several executive and Board appointments that are designed to help accelerate growth of the business. By summer 2020, upon conclusion of the strategic review that is underway, Pierre Denis will succeed Pierre Laubies as Chief Executive Officer of Coty and Pierre-André Térisse, Chief Financial Officer of Coty, will become Chief Operating Officer while retaining in full his CFO role and responsibilities. Additionally, the Coty Board of Directors has elected Isabelle Parize and Justine Tan non-executive directors, effective February 27, 2020.
Executive Appointments
Since Pierre Laubies joined Coty in November 2018, his operational and financial experience has been instrumental to successfully leading the company’s transformation and completion of the integration of the P&G Beauty Business. This included stepping up the execution of its consumer brands, streamlining its organization and supply chain, and improving free cash-flow, allowing the company to consistently deliver on its financial targets. Mr. Laubies also initiated a strategic review of Coty’s professional and hair businesses and, with the partnership with Kylie Beauty, commenced the company’s expansion into key growth segments.
“In less than 18 months, Pierre Laubies and his team have implemented a number of strategic initiatives to position the company for sustainable growth and long-term success,” said Peter Harf, Chairman of Coty. “On behalf of the Board, I would like to thank Pierre for his decisive contributions to Coty.”
Building on the strong foundation in place, Pierre Denis’ extensive sector experience will be invaluable to accelerating top-line growth across Coty’s core categories: Fragrances, Cosmetics and Skin Care. He will assume responsibility for the Marketing, Sales, Human Resources, R&D and Legal organizations. Mr. Denis is currently CEO of Jimmy Choo Group Limited, a position he has held since July 2012 when he was recruited by JAB, the luxury accessories brand’s owner at the time. He brings 30 years of luxury, beauty and brand experience, having previously served in a variety of leadership roles with LVMH, notably with John Galliano, as well as with Christian Dior.
To support Mr. Denis’ growth agenda, Pierre-André Térisse has been promoted to the newly created position of Chief Operating Officer, focused on securing effective alignment and integration of all support functions. He will retain in full his CFO role and responsibilities.
“Pierre Denis brings a wealth of cosmetics and luxury experience in developed and developing markets, including in Asia, and I have admired his work for many years,” added Mr. Harf. “Pierre will work closely with Pierre-André Térisse, who intimately knows the company’s operations and finances, to ensure that Coty is well-positioned to capture myriad growth opportunities and accelerate top line performance.”
Board Appointments
The Coty Board has elected Isabelle Parize as an independent non-executive director of the Board and Justine Tan as a non-executive director of the Board. Both are effective February 27, 2020.
Ms. Parize brings extensive global cosmetics leadership experience to Coty, having previously served as CEO of perfume and cosmetics retailers Douglas Holding and Nocibé, as well as President of Quest International’s Fragrance Division. Ms. Parize is currently interim CEO of Delsey where, since autumn 2018, she has been leading a significant turnaround strategy. She also serves as a non-executive director of Pandora and Air France-KLM Group.
Ms. Tan is a Partner at JAB, Coty’s controlling shareholder. Ms. Tan brings more than 20 years of experience in investing, banking and operations, having previously been a founding member of Temasek’s US operations, and an investment banker at Goldman, Sachs & Co. She has extensive international experience, having lived in and covered key markets in North America, Europe and Asia, across a range of businesses in the consumer retail, real estate, services and industrials sectors.
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NOTE TO EDITORS – EXECUTIVE BIOGRAPHIES
Pierre Denis
Pierre Denis has served on Coty’s Board of Directors since September 2019. Since July 2012, Mr. Denis has served as the Chief Executive Officer of Jimmy Choo Group Limited. During his tenure with Jimmy Choo, Mr. Denis helped establish the brand’s strong presence in Asia as well as its digital capabilities. Previously, he gained extensive experience in the global fragrances, cosmetics and luxury fashion industries. Mr. Denis joined LVMH’s Perfumes & Cosmetics division in 1992 and became Asia Pacific Managing Director for Parfums Christian Dior in 1999. In 2002, he was appointed Managing Director of LVMH Perfumes and Cosmetics for Asia Pacific and assumed additional responsibility for Christian Dior Couture in 2003. During this time, he led the development of LVMH’s Asia Center of Excellence for the Perfumes & Cosmetics division, paving the way for the company’s robust perfumes, cosmetics, and skincare business in China. In 2006, he became Managing Director of Christian Dior Couture in Europe, the Middle East and India. He was appointed Managing Director for the John Galliano brand in 2008. Mr. Denis is a graduate of ESSEC Business School, Paris.
Pierre-André Térisse
Pierre-Andre Térisse, 53, is a French citizen and holds a master’s degree in finance from EM Lyon Business School. After numerous finance roles at Danone, in Europe and Asia, he was appointed CFO of Altadis. In 2006 he returned to Danone as CFO where, over a 7-year period, he contributed to deleveraging the group, redeploying it into emerging markets and new categories, and building its sustainability framework. In 2015 he assumed the responsibility of Danone businesses in Africa and India. Mr. Térisse joined Coty in early 2019.
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About Coty Inc.
Coty is one of the world’s largest beauty companies with an iconic portfolio of brands across fragrance, color cosmetics, hair color and styling, and skin and body care. Coty is the global leader in fragrance, a strong number two in professional hair color & styling, and number three in color cosmetics. Coty’s products are sold in over 150 countries around the world. Coty and its brands are committed to a range of social causes as well as seeking to minimize its impact on the environment.
For additional information about Coty Inc., please visit www.coty.com.
For more information, please contact:
Investor Relations
Olga Levinzon, +1 212 389-7733
olga_levinzon@cotyinc.com
Media
Lisa Kessler, +1 917 348-3373
Lisa_Kessler@cotyinc.com
Arnaud Leblin, +33 1 58 71 72 00
Arnaud_Leblin@cotyinc.com
The One Nine Three Group for JAB
Zach Siegel: zach@the193.com