Current Report Filing (8-k)
07 Abril 2023 - 06:10PM
Edgar (US Regulatory)
FALSE000102430500010243052023-04-072023-04-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): April 7, 2023
(April 7, 2023)
Coty Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-35964 |
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13-3823358 |
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number) |
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(I.R.S. Employer
Identification No.)
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350 Fifth Avenue
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New York,
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NY
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10118 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(212) 389-7300
(Former name or former address, if changed from last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock, $0.01 par value |
COTY |
New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.o
Item 8.01 Other Events.
As previously disclosed, Coty Inc. (the “Company”) is a nominal
defendant in a consolidated purported stockholder class action and
derivative complaint concerning the tender offer by Cottage Holdco
B.V. (the “Cottage Tender Offer”) and the Schedule 14D-9 brought in
the Delaware Court of Chancery.
On March 29, 2023, the Company, the other named defendants, and the
Plaintiffs entered into a Stipulation and Agreement of Compromise
and Settlement (the “Stipulation of Settlement”).
The Stipulation of Settlement calls for the Company to adopt
certain governance changes and for defendants, through their
insurers and JAB, to pay $35,000,000. The settlement is subject to
approval by the Court.
As required by the Stipulation of Settlement and the Court’s
scheduling order, the Company is filing the Notice of Proposed
Settlement of Derivative Action (the “Notice”) with this Current
Report on Form 8-K, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
On April 7, 2023, the Company also posted a copy of the Notice and
the Stipulation of Settlement to the Investor Relations section of
the Company’s website.
The information disclosed under this Item 8.01 is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, nor shall it be
incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, except
as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits:
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Exhibit No.
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Description
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
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.
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Coty Inc.
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(Registrant)
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Date: April 7, 2023
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By:
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/s/ Kristin Blazewicz |
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Kristin Blazewicz |
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Chief Legal Officer, General Counsel and Secretary |
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Coty (NYSE:COTY)
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