Coty Inc 8-K, filed Jul 2, 2020
Coty Inc. (COTY)
About this 8-K
Coty Inc filed this 8-K on July 2, 2020, reporting on events of July 1, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- 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 3.02 | Unregistered Sale of Securities |
In connection with the appointment of Sue Y. Nabi as Chief Executive Officer of Coty Inc. (the “Company”) as described in Item 5.02 below, Ms. Nabi will be granted certain restricted stock units. The information regarding the grant of restricted stock units in Item 5.02 below is incorporated by reference herein. The restricted stock units are being issued pursuant to the exemption contained in Section 4(2) of the Securities Act of 1933, as amended.
| Item 5.02 | Appointment of Certain Officers; Departure of Directors or Certain Officers |
The Board has appointed Sue Y. Nabi, age 52, to the position of Chief Executive Officer, to be effective by September 1, 2020. At such point in time, Peter Harf will step down from his role as chief executive officer of the Company and will be elevated to the role of Executive Chairman. Other than the continued vesting of outstanding equity awards previously granted to Mr. Harf, Mr. Harf will not receive any compensation in any form from the Company for serving as Executive Chairman. In connection with her appointment as Chief Executive Officer, Ms. Nabi 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 September 30, 2020. Under the terms of the Employment Agreement, Ms. Nabi will serve as the Company’s Chief Executive Officer on an at will basis, during which time she is entitled to an annual base salary in the amount of €3,000,000, and to participate in certain employee benefit plans, such as private health insurance, life insurance, retirement benefits, relocation and financial assistance plan and programs. Ms. Nabi will also become a member of the Board of Directors of the Company on her employment start date.
Ms. Nabi will receive, in January 2021 or during the next open trading window thereafter, a one-time sign-on grant of restricted stock units (the “Award”), which will vest and settle in 10,000,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) on each of August 31, 2021, August 31, 2022 and August 31, 2023, subject to her continued employment through each such date. If Ms. Nabi is terminated by the Company without cause or dies or becomes disabled prior to the first anniversary of her employment commencement date, the first tranche of the Award will vest upon such termination. If Ms. Nabi is terminated by the Company without cause, dies or becomes disabled on or following the first anniversary of her employment start date but prior to the second anniversary of such start date, she will vest pro-rata in the second tranche of the Award in an amount determined by multiplying such tranche by a fraction, the numerator of which is the number of days elapsed from the first anniversary of the start date to the date of her termination and the denominator of which is 365. If Ms. Nabi is terminated by the Company without cause, dies or becomes disabled on or following the second anniversary of her start date, she will vest pro-rata in the third tranche of the Award in an amount determined by multiplying such tranche by a fraction, the numerator of which is the number of days elapsed from the second anniversary of the start date to the date of her termination and the denominator of which is 365. The vesting and issuance of the underlying shares upon such termination will be conditioned upon Ms. Nabi executing a general release of claims in favor of the Company and its affiliates. From the date the first tranche of the Award vests until the date that is 36 months following Ms. Nabi’s employment start date, Ms. Nabi will be required to retain ownership of 10,000,000 shares of Class A Common Stock, except to the extent necessary to make payments in relation to any tax liabilities associated with the grant and/or vesting of the first tranche. In connection with this Award, Cottage Holdco B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company s.a.r.l., has agreed to transfer to Ms. Nabi (either directly or through contributing to the Company) one-half of the total number of shares of Common Stock owed to Ms. Nabi if and when the Award vests. Ms. Nabi will not participate in the Company’s annual cash incentive plans or receive equity incentive awards in addition to the Award.
Upon Ms. Nabi’s separation from service by the Company for any reason, Ms. Nabi will adhere to a 12-month post-termination non-solicitation restriction, a 12-month post-termination noncompetition restriction, and a perpetual confidentiality obligation. The non-compete provision shall not apply to Orveda Limited and its subsidiaries, a business owned by Ms. Nabi.
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 September 30, 2020. In addition, the foregoing description of the contribution of shares by Cottage Holdco B.V. with respect to Ms. Nabi’s Award is qualified in its entirety by reference to the full text of an equity transfer agreement, a copy of which will also be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020.
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Ms. Nabi is the founder and chief executive officer of the new-age luxury skincare line, Orveda. Ms. Nabi began her career at L’Oréal in 1993 and in 2005, she became the Worldwide President of L’Oréal where she helped boost the growth of its makeup brands. In 2009, Ms. Nabi became the Worldwide President of Lancôme where she contributed to its revival, including breakthrough product and brand successes. Ms. Nabi has an Advanced Master’s degree in Marketing Management from ESSEC (Paris Business School) and an engineering degree in Agronomy and Environment. There is no family relationship between Ms. Nabi 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 Ms. Nabi, or any member of her immediate family, had, or will have, a direct or indirect material interest.
| Item 8.01 | Other Events. |
On July 2, 2020, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Nabi. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Description | |||
| 99.1 |
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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: July 2, 2020 |
By: |
/s/ Pierré-Andre Terisse | ||||
| Pierré-Andre Terisse | ||||||
| Chief Financial Officer and Chief Operating Officer | ||||||
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Exhibit 99.1
COTY NAMES SUE Y. NABI CHIEF EXECUTIVE OFFICER
| • | Sue Y. Nabi, global beauty industry entrepreneur, to become CEO of Coty in September |
| • | Peter Harf, founder of the modern Coty, to be elevated to Executive Chairman |
NEW YORK – July 2, 2020 – Coty Inc. (NYSE: COTY) today announced that Sue Y. Nabi has been appointed Chief Executive Officer, effective September 1, 2020. Peter Harf will be elevated to the role of Executive Chairman and will work closely with Nabi to lead Coty’s transformation.
Nabi, a recognized global innovator and beauty industry entrepreneur, is the founder and CEO of the new-age luxury skincare line, Orveda. Previously, she served as Worldwide President of both L’Oréal, and Lancôme, during her 20-year tenure at L’Oréal.
Harf commented: “Sue is renowned as a visionary and ongoing game-changer whose outstanding creativity is celebrated in the beauty industry. I am proud that she now wants to bring her unique sense of inspiration to Coty.”
“Peter and Coty’s leadership have laid the groundwork to revitalize an iconic beauty business,” said Nabi. “I’ve been following their progress avidly and am inspired and energized by the opportunity to proudly lead the global Coty team into the future as we build the new, more modern Coty.”
After having championed the diversity of beauty and beauty marketing in L’Oréal where Nabi helped boost the growth of its makeup brands, she was then named the youngest President in the company’s history. She followed that success with her revival of Lancôme including breakthrough product and brand successes which resulted in double-digit growth in makeup and skincare.
Nabi also introduced revolutionary campaigns for cosmetics and skincare appealing to a wider, more global demographic. A facility to build and manage diverse, multi-functional global teams was a hallmark of Nabi’s success. She resigned from L’Oréal in 2013 and began a new life in London. A shift in lifestyle and a personal health journey inspired the launch, along with co-founder Nicholas Vu in 2017, of the breakthrough clean, vegan, ultra-luxury skincare brand, Orveda.
As CEO, Nabi will spend considerable time in Coty’s global business offices in Amsterdam, London, New York and Paris.
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
Biography
Sue Y. Nabi
Sue Y. Nabi is an Algerian-born French entrepreneur and innovator in the world of global beauty. With an Advanced Master’s degree in Marketing Management from ESSEC (Paris Business School) and an engineering degree in Agronomy and Environment, Nabi’s unique business perspective arises in part from this unique combination of creativity and rationality.
Nabi began her career at L’Oréal in 1993, where her passion, ambition and talent for bringing brands alive would lead to her becoming the youngest ever CEO in L’Oréal history for L’Oréal Paris. During this period, Nabi perfected her signature recipe for success of strong innovation pipeline, disruptive packaging and finally a choice of diverse muses, both women and men, that people felt close to. Evolving the slogan of L’Oréal Paris to “because we’re worth it” cemented the brand’s inclusivity and after four years it was thriving in double-digit growth.
In 2009, Nabi was tasked with revitalising Lancôme. The same recipe for success was applied to make Lancôme the brand of happiness, resulting in three years of up to double-digit growth and a record turnover of €3.2b, with the launch of the most successful fragrance of the last twenty years, ‘La Vie est Belle’, represented by Oscar-winning actress Julia Roberts, and now the second best-selling prestige perfume in the world.
In 2014, following a ground-breaking career at L’Oréal, Nabi joined forces with co-founder and friend Nicolas Vu to create a new product range and brand. After three years of meticulous development, Orveda was launched in 2017. Green, clean, vegan and genderless, powered by actives and not by marketing, Orveda is an empowering, new-age skincare range that is based on the science of glow and working with skin, not against it.
In 2020, Orveda is sold on Orveda.com and is physically present in the most beautiful points of sale or luxury spas and medi-spas in the UK, France, USA, Switzerland, Mexico, Germany, Italy and Net-A-Porter.
For more information, please contact:
Investor Relations
Olga Levinzon, +1 212 389-7733
olga_levinzon@cotyinc.com Media
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
Zach Siegel
zach@the193.com