coty-20260924

September 24, 2026

TO OUR STOCKHOLDERS:

On behalf of the Board of Directors and Executive Committee of Coty Inc., I cordially invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Coty Inc. to be held via live audio webcast over the Internet at www.virtualshareholdermeeting.com/coty2026 at 8:30 a.m., Eastern Time, on Thursday, November 5, 2026.

Fiscal 2026 was a challenging year for Coty, as the Company navigated pressure on sales, gross margin and profitability, while continuing to take decisive actions to strengthen the business and position it for more consistent long-term value creation. During the year, Coty advanced a number of key initiatives to simplify the business and sharpen its focus for consistent, profitable growth. In September 2025, Coty announced a strategic review of the Company’s consumer beauty business, including its mass color cosmetics business and associated brands and the Company’s distinct Brazil business comprised of local Brazilian brands. In December 2025, Coty completed the monetization of its remaining Wella stake, which, together with strong free cash flow generation, contributed to a nearly $840 million year-over-year reduction in net debt. In March 2026, the Company announced and began implementation of the Coty.Curated framework, emphasizing focused investment, sharper priorities, reduced complexity, and a stronger connection between innovation, consumer engagement and market share. In early July 2026, Coty also reached an agreement with Kering for the early transition of the Gucci Beauty license one year ahead of its original license term, securing $400 million of cash proceeds, plus inventory proceeds, to support debt reduction, investment in core Prestige brands and organizational optimization. Together, these actions underscore our commitment to actively managing Coty’s brand portfolio, maintaining financial discipline and enhancing stockholder value while building a stronger foundation for future growth.

Fiscal year 2026 also marked an important leadership transition and strategic evolution for Coty. Effective January 1, 2026, I was appointed to serve as Executive Chairman and Interim Chief Executive Officer. Since assuming these responsibilities, I have been working closely with the Board and the management team to sharpen Coty’s strategic execution and drive sustainable value creation for stockholders.

As part of this evolution, the Board completed a comprehensive refreshment process, appointing Patricia Capel in January 2026 to serve along with Joachim Creus and Frank Engelen, and, in March 2026, appointing five new independent directors: Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni and Stephanie Plaines. These highly accomplished global leaders have held senior roles at companies including Shiseido, Procter & Gamble, Ferrari, Bulgari, Pandora, Campari Group, Starbucks, Walmart and Sephora. Collectively, they bring decades of leadership experience across prestige beauty, luxury and global consumer brands, together with deep expertise in fragrances and color cosmetics, global brand building, digital commerce, financial leadership and large-scale business transformation.

Since their appointment to the Board, Mr. Kunze-Concewitz has served as Chair of the Board’s Remuneration and Nomination Committee, Ms. Plaines has served as Chair of the Board’s Audit and Finance Committee, and Mr. Fischer has been named Lead Independent Director.

The Board refreshment is intended to add valuable new perspectives alongside proven expertise in prestige fragrance, global brand building, portfolio transformation and financial discipline at a time when both the beauty market and Coty are rapidly transforming.

Looking ahead, fiscal 2027 is expected to be a transition year as Coty completes its strategic review and advances the early-stage implementation of Coty.Curated. We believe these initiatives, together with our continued focus on disciplined capital allocation and portfolio management, will help create a stronger, more focused and agile Coty, positioned to deliver sustainable long-term stockholder value.

Details about the Annual Meeting, nominees for election to the Board of Directors and other matters to be acted on at the Annual Meeting are presented in the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement that follow.

It is important that your stock be represented at the Annual Meeting regardless of the number of shares you hold. You are encouraged to specify your voting preferences by so marking and dating the enclosed proxy card or following the voting instruction accompanying these materials, as described below. If you wish to vote in accordance with directors’ recommendations, all you need to do is sign, date and return the card or voting instruction.

Please vote over the Internet, by telephone or by completing and returning the proxy card in the enclosed envelope whether or not you plan to attend the virtual Annual Meeting.

You may virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/coty2026 on the meeting date. If you virtually attend the Annual Meeting and wish to vote at the Annual Meeting, you may do so by revoking your proxy at any time so long as you are the holder of record of your shares. If you are not the holder of record, you must follow your broker’s procedures for obtaining a legal proxy in order to vote your shares at the Annual Meeting.

Thank you for your support.

Sincerely,

Markus Strobel

Executive Chairman of the Board and Interim Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

COTY INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

September 24, 2026

To Coty Inc. Stockholders:

The Annual Meeting of Coty Inc. (the “Company”) will be held via audio webcast over the Internet at www.virtualshareholdermeeting.com/coty2026 at 8:30 a.m., Eastern Time, on Thursday, November 5, 2026 (the “Annual Meeting”). This means that you can attend the Annual Meeting online, vote your shares electronically and submit questions during the online meeting by visiting the above mentioned Internet site. The principal business of the Annual Meeting will be the consideration of the following matters:

1.To elect the nine directors named in this proxy statement;

2. To approve the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan;

3. To approve the Amended and Restated Coty Inc. Stock Plan for Directors;

4. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement;

5. To approve, on an advisory (non-binding) basis, the frequency of the vote on the Company’s named executive officer compensation;

6. To ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027; and

7. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

This proxy statement describes these items in more detail. We have not received notice of any other matters that may be properly presented at the Annual Meeting. The close of business on September 10, 2026 has been fixed as the date for determining the holders of shares of the Company’s Class A Common Stock and Series B Convertible Preferred Stock entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

By order of the Board of Directors,

Kristin Blazewicz

Chief Legal Officer & Secretary

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY. BY FOLLOWING THE VOTING INSTRUCTIONS ACCOMPANYING THESE MATERIALS, YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 5, 2026: The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2026 are available at materials.proxyvote.com/222070.


Table of Contents

Corporate Governance			3
Principles of Corporate Governance and Code of Business Conduct			3
Structure of our Board			4
Board Meetings			7
Board Qualifications and Membership Criteria			7
Director Nomination Process			7
Director Independence			8
Communications with our Board			8
Our Board’s Role in Risk Oversight			9
Our Board’s Role in Environmental, Social and Governance Oversight			9
Board Attendance at the Annual Meeting			10
Compensation Committee Interlocks and Insider Participation			10
Certain Relationships and Related Party Transactions			11
Proposal No. 1: Election of Directors			15
Director Nominees			16
Director Compensation			19
Executive Officers			23
Security Ownership of Certain Beneficial Owners and Management			24
Delinquent Section 16(a) Reports			26
Proposal No. 2: Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan			26
Proposal No. 3: Approval of the Amended and Restated Coty Inc. Stock Plan for Directors			32
Proposal No. 4: Approval of Advisory Resolution on Named Executive Officer Compensation (Say-On-Pay)			35
Executive Compensation			37
Pay Versus Performance			60
Proposal No. 5: Advisory Resolution on the Frequency of the Vote on Named Executive Officer Compensation			65
Proposal No. 6: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm			65
Audit Fees and Other Fees			66
Audit and Finance Committee Report			66
Stockholder Proposals for the 2027 Annual Meeting			68
Questions and Answers about the Proxy Materials and the Annual Meeting			68
Forward-looking Statements			75
Other Matters			75
Exhibits
Exhibit A. Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan			A-1
Exhibit B. Amended and Restated Coty Inc. Stock Plan for Directors			B-1

These proxy materials are being made available to you electronically or, if you have requested, printed versions of these materials, have been delivered to you by mail in connection with the solicitation of proxies by the Board of Directors of Coty Inc. (the “Company”, “Coty”, “we” or “us”), a Delaware corporation, for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 8:30 a.m. Eastern Time (“ET”) on Thursday, November 5, 2026 via the Internet at www.virtualshareholdermeeting.com/coty2026.

When used in these proxy materials, the term “includes” and “including” means, unless the context otherwise indicates, including without limitation.

CORPORATE GOVERNANCE

We are committed to good governance practices. Our governance practices seek to ensure that we conduct our affairs in a manner that matches the high standards we have set for our people and products. We believe that good governance builds integrity and trust, strengthens the accountability of our Board, management and employees, promotes the long-term interests of stockholders and allows us to be a good corporate citizen in each of the countries where we do business.

Principles of Corporate Governance and Code of Business Conduct

Our Board has developed corporate governance practices to help it fulfill its responsibilities to stockholders in providing general direction and oversight of management. These practices are set forth in our Principles of Corporate Governance. We also have a Code of Business Conduct (the “Code”) applicable to all our employees, officers and directors, including the Chief Executive Officer (“CEO”), the Chief Financial Officer and other senior officers. These documents and any future waivers of provisions of the Code granted to any senior officer or any material amendments to the Code may be found as promptly as practicable, in the “Investors” section of our website: www.coty.com within the “Corporate Governance” subsection under the heading “Governance Documents” as may be required under applicable SEC and NYSE rules. The Principles of Corporate Governance and charters for the Audit and Finance Committee (the “AFC”) and the Remuneration and Nomination Committee (the “RNC”) may be found under the heading “Committee Composition” within the “Corporate Governance” subsection. Stockholders may also contact Investor Relations at 350 Fifth Avenue, New York, New York 10118 or call (212) 389-7300 to obtain hard copies of these documents without charge.

Controlled Company Status

As previously disclosed, on April 30, 2019, JAB Beauty B.V. (formerly known as Cottage Holdco B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“JAB Beauty”) and a subsidiary of JAB Holdings B.V. (“JAB Holdings”) (collectively with certain of its affiliated entities, “JAB Group”), acquired, pursuant to a tender offer (the “JAB Tender Offer”), 150,000,000 shares of Class A Common Stock at a purchase price of $11.65 per share, for aggregate consideration of approximately $1,747,500,000. Following the consummation of the JAB Tender Offer, JAB Group owned approximately 60% of the issued and outstanding Class A Common Stock and related voting power, and, as of September 10, 2026, JAB Group owns approximately 54% (inclusive, pursuant to a proxy agreement, of all voting interests of Mr. Harf, who served as the Company’s Chairman through December 31, 2025, and HFS Holdings S.à r.l, (“HFS”), which is beneficially owned by Mr. Harf, including its shares of Series B Preferred Stock on an if converted basis). As a result, the Company will be deemed a “controlled company” for purposes of the governance rules of the NYSE for so long as more than 50% of the voting power is held by an individual, a group or another company.

As a controlled company, we are not required under those rules to maintain a Board of Directors with a majority of independent directors or a nominating/corporate governance committee or a compensation committee composed entirely of independent directors. The Company has, however, currently decided not to take advantage of these exemptions, and the Board continues to have a majority of directors who qualify as independent under the NYSE listing standards and the RNC continues to be composed entirely of independent directors who satisfy the NYSE independence requirements applicable to members of compensation committees. Our AFC also continues to satisfy all NYSE and SEC independence and other composition requirements applicable to audit committees. In addition, under the terms of the Stockholders Agreement (as defined and discussed below), the parties thereto have agreed, among other things, that, for so long as the Stockholders Agreement is in effect, they will take all necessary actions

within their control to maintain no fewer than four directors on the Company’s Board of Directors who are independent and also disinterested as it relates to JAB Beauty B.V. and JAB Group.

Series B Preferred Stockholder

As of the record date, the Company’s Series B Preferred Stock totals 146,057 shares, or the equivalent of approximately 23,818,730 shares of Class A Common Stock (including accrued dividends), held by HFS Holdings S.à r.l that is beneficially owned by Peter Harf, who served as the Company’s Chairman through December 31, 2025.

Structure of our Board

Our Amended and Restated Certificate of Incorporation provides that the number of directors will be fixed from time to time by a resolution adopted by our Board, but must not consist of fewer than five or more than thirteen directors. Our Board is currently composed of nine directors and we have proposed nine nominees for election at the Annual Meeting. In determining the appropriate size and composition of the Board, the Board considers the current and anticipated need for directors with specific qualities, skills, experience and diversity of backgrounds (as described further below under “Board Qualifications and Membership Criteria”), the availability of highly qualified candidates, committee workloads and membership needs, and the impact of any anticipated director retirements.

Directors are elected by the stockholders at the annual meeting of stockholders by a plurality of the voting power of the Class A Common Stock and Series B Preferred Stock, voting together, present and voted, which means that the nominees receiving the highest number of affirmative votes will be elected. Unless his or her office is earlier vacated in accordance with our Amended and Restated Bylaws (the “Bylaws”), each director holds office for a one-year term or until his or her successor is duly elected and qualified, or, if earlier, until such director’s death, resignation or removal.

Three directors on our Board are current directors or partners of JAB Holding Company S.à r.l. and JAB Group companies (which includes JAB Beauty, B.V.). Each of Joachim Creus, Frank Engelen and Patricia Capel, due to their service as a partner of JAB Holding Company S.à r.l., may be deemed to have an indirect pecuniary interest in a portion of the shares of our outstanding Class A Common Stock beneficially owned by JAB Group, and, together with certain other persons, each exercises voting and investment control over the shares of the Company beneficially owned by JAB Group. Each of these directors receives compensation for the services each provides to JAB Holding Company S.à r.l. Peter Harf retired from JAB Holding Company S.à r.l. in April of 2025 and served as the Company’s Chairman through December 31, 2025.

Board Leadership

Our Principles of Corporate Governance permit our Board flexibility to determine a Board leadership structure that best serves the Company and its stakeholders. In addition, the Principles of Corporate Governance also permit our Board the opportunity periodically to evaluate and make a determination regarding whether to appoint an independent director to serve as the Lead Independent Director. This flexibility enables the Board to adapt to the Company’s current circumstances and anticipated needs, as well as market practices and investor feedback, among other things. Over the years, the Board has changed its leadership structure in response to these factors from time to time.

The current Board leadership structure, in place since January 2026, comprises a combined Chairman and CEO role, a strong Lead Independent Director and independent committee chairs. Markus Strobel has served as Executive Chairman and Interim CEO since January 1, 2026 and Carsten Fischer was appointed to serve as our Lead Independent Director following his appointment to the Board in March 2026.

The Board determined that appointing Mr. Strobel as Interim Chief Executive Officer was the appropriate course to ensure experienced leadership and continuity during the transition, while allowing the Board sufficient flexibility and time to identify the right permanent CEO for the Company’s next phase; following that appointment, Mr. Strobel is expected to continue serving as Executive Chairman.

Combined Chairman and CEO. In its determination to combine the Chairman and CEO roles, the Board took into consideration a number of factors. The Board believes that the consolidated Chairman and CEO roles creates efficiencies, enhances the Board’s effectiveness in overseeing strategy and risk, and promotes coordinated leadership, which enhances decision-making and execution of the Company’s long-term strategy as the Company navigates a challenging transformation. Following the adoption of the combined Chairman and CEO leadership structure, the Board began referring to the position as Executive Chairman to distinguish it from a non-executive board chair role and to recognize the executive management responsibilities performed in conjunction with the chairmanship. As the Board member most closely connected to the business, the CEO is best positioned to identify key business issues that require Board attention and, as Chairman, can efficiently direct the Board’s focus to the most critical matters, while a strong Lead Independent Director provides an effective balance between strong Company leadership and independent Board oversight of management.

Lead Independent Director. The duties of the Lead Independent Director include:

•presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors;

•serving as liaison between the Executive Chairman and the independent directors;

•reviewing and approving meeting agendas, meeting schedules and other information, as appropriate;

•calling meetings of the independent directors;

•ensuring availability for consultation and direct communication if requested by major stockholders, as appropriate; and

•such other duties specified by the Board from time to time.

Our Board believes the present structure provides the Company and the Board with strong leadership, continuity of experience and appropriate independent oversight of management.

Committees of Our Board

The standing committees of our Board are the AFC and the RNC. From time to time, when appropriate, ad hoc committees may be formed by our Board.

AFC. The members of the AFC are Carsten Fischer, Alia Gogi and Stephanie Plaines (Chair). Our Board has determined that each of Ms. Plaines and Mr. Fischer is an audit committee financial expert, as that term is defined under SEC rules. Our Board has also determined that each member of the AFC meets the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each member is financially literate as required by NYSE rules. The AFC has adopted a written charter that describes its primary duties and responsibilities, and the AFC and our Board review its charter each year. The AFC’s primary duties and responsibilities include:

•monitoring the integrity of our financial reporting process and systems of internal controls regarding finance, accounting, and compliance with our Code and laws and regulations, and our disclosure controls and procedures;

•being responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and assessing and monitoring the independence and performance of our independent registered public accounting firm and internal audit department, and, as applicable, the external audit firm providing assurance on sustainability reports in compliance with applicable laws and regulations;

•providing an objective, direct communication between our Board, independent registered public accounting firm, management and the internal audit department;

•reviewing and pre-approving both audit and non-audit services to be provided by our independent registered public accounting firm and establishing policies and procedures for the pre-approval of audit and non-audit services to be provided by the independent registered public accounting firm;

•meeting to review the audited and quarterly financial statements and discussing these statements with management and our independent registered public accounting firm, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K and based on such review and discussion, recommending to the Board as to the approval of the Company’s audited financial statements and if they should be included in the Company’s Annual Report on Form 10-K;

•establishing procedures for the review, approval and ratification of related person transactions;

•reviewing and discussing the Company’s practices with respect to risk assessment and risk management, overseeing and evaluating the Company’s risk management policies in light of the Company’s business strategy, capital strength and overall risk tolerance, evaluating hedging and other financial risk management policies and activities and periodically evaluating the Company’s cybersecurity and privacy programs and receiving information on cybersecurity and privacy compliance; and

•monitoring the sustainability reporting process, including the process implemented to comply with applicable sustainability reporting regulations, monitoring the assurance of the sustainability report and evaluating the performance of the sustainability auditor, and reviewing and discussing the annual consolidated sustainability report with management and the sustainability auditor as may be required under applicable law.

RNC. The members of the RNC are Patricia Capel, Robert Kunze-Concewitz (Chair), and Maria Carla Liuni. Our Board has determined that Mses. Capel and Liuni and Mr. Kunze-Concewitz each satisfy the independence criteria for RNC members.

The RNC has adopted a written charter that describes its primary duties and responsibilities, and the RNC and our Board review the RNC’s charter each year. The RNC’s primary duties and responsibilities include:

•identifying individuals qualified to become Board members (consistent with criteria recommended by the RNC and approved by the Board) and recommending to our Board nominees for election at the annual meeting of stockholders and nominees for each Board committee;

•reviewing and making recommendations to our Board concerning size, structure, composition and functioning of the Board and its committees;

•discharging our Board’s responsibilities relating to the remuneration of our senior executives, including our Chief Executive Officer;

•approving and evaluating our executive (other than the CEO) remuneration plans, policies and programs and ensuring that these plans, policies and programs enable us to attract and retain exceptional talents and incentivize them to achieve exceptional performance;

•recommending to our Board the corporate governance principles, annually reviewing them and recommending changes to the Board as appropriate;

•reviewing and making recommendations to our Board with respect to the remuneration of all directors;

•assessing the results of the Company’s most recent advisory vote on executive compensation;

•reviewing and discussing with management the Company’s compensation discussion and analysis and SEC-required disclosures and recommending to the Board based on that review and discussion whether the compensation discussion and analysis should be included in the Company’s Annual Report on Form 10-K and/or proxy statement;

•reviewing the Company’s overall remuneration philosophy of the Company and human capital management strategies, and reviewing all executive remuneration policies and programs to determine whether they are properly coordinated and achieve the intended objectives;

•preparing the compensation committee report required by SEC rules to be included in the Company’s Annual Report on Form 10-K and/or proxy statement;

•overseeing the evaluation of the performance of our Board and management;

•reviewing and assessing the Company’s strategies and policies relating to Company culture, human capital and talent management, and review and monitor strategic initiatives associated with the Company’s people and culture; and

•reviewing, administering, adopting, amending and/or terminating any clawback policy of the Company, including any such clawback policy that may be required by, or in addition to, the NYSE listing standards from time to time.

Executive Sessions

Our Board meets regularly in executive session without any members of management (other than the Executive Chairman). In addition, the independent directors on our Board meet at least annually in executive session. Generally, the Lead Independent Director will preside at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors.

Board Meetings

Regular meetings of our Board are held at such times as our Board may determine. In addition, special meetings of our Board may be called by the Executive Chairman of our Board or by a majority of the directors then in office. Meetings of the independent directors may be called by our Lead Independent Director. In fiscal year 2026, our Board held ten meetings, the AFC held eight meetings and the RNC held five meetings. Other than Lubomira Rochet (who did not stand for re-election at the November 2025 meeting), each director attended more than 75% of the aggregate of the total number of meetings of the Board (held during the period for which she or he has been a director) and the total number of meetings held by all committees of the Board on which she or he served (during the periods that she or he served) during fiscal year 2026.

Our Board and its committees also act from time to time by written consent in lieu of meetings.

Board Qualifications and Membership Criteria

The RNC and the Board believe that a board composed of directors who have diverse personal backgrounds and experiences and who bring a fresh perspective is a priority for the Company. We seek to mix a diverse range of skills, backgrounds and experiences such as leadership, consumer products, international and strategic planning experience; financial and accounting expertise; digital, technology and innovation expertise; sustainability strategy and related risk oversight experience; and corporate governance, governmental policy and regulatory experience. We also value and consider directors with specific qualities, skills, experience and diversity of backgrounds, as we believe that deliberations and decision-making are strengthened by having a broad set of skills, professional experience, perspectives, talents and life experiences in the boardroom. The Board conducts an annual self-evaluation process and periodically considers its composition and refreshment in order to effectively align the Board’s mix of skills, experience and attributes with the Company’s business strategy.

Over recent years, the Board has taken a thoughtful and measured approach to refreshment, seeking to balance experience and continuity with fresh perspectives. In the past year, however, the Board has undertaken a robust approach to refreshment to enhance beauty industry expertise and deep enterprise leadership experience at a time of strategic transformation for the Company. Seven of the nine members of the Board have been appointed since the last annual meeting, bringing extensive experience and bolstering strategic and risk oversight.

Director Nomination Process

The RNC recommends nominees for our Board consistent with the criteria determined by our Board, including the diverse skills, qualifications, experience and attributes described above. The RNC may receive recommendations from other directors and executives and may seek assistance from third-party search firms with respect to identifying and vetting qualified candidates for the Board’s consideration. The RNC will also consider nominations from stockholder(s) to the extent the nomination complies with all procedures and includes all information about the candidate(s) required by our Bylaws. Nominations from stockholder(s) that are made in accordance with these procedures and include all required information will be considered by the RNC in accordance with the criteria discussed above and in the same manner as other nominations, and the RNC will present its recommendation to our Board. Recommendations for recent Board refreshment have come from directors and executives.

Director Independence

We have incorporated in our Principles of Corporate Governance the NYSE’s independence standards for evaluating the independence of each director on our Board. These standards are available in the “Investors” section of our website, www.coty.com within the “Corporate Governance” subsection under the heading “Governance Documents”. Under these standards, a director is considered “independent” if the Board has determined that such director has no material relationship with us or our subsidiaries, either directly or as a partner, stockholder or officer of an organization that has a relationship with us, and will not be considered “independent” if:

•the director is, or has been within the last three years, our employee, or an immediate family member of the director is, or has been within the last three years, our executive officer;

•the director has received, or has an immediate family member who has received, during any 12-month period during the last three years, more than $120,000 in direct compensation from us (other than Board and committee fees, and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service). Compensation received by an immediate family member for service as our employee (other than an executive officer) is not considered for purposes of this standard;

•(a) the director, or an immediate family member of the director, is a current partner of our internal or external auditor; (b) the director is a current employee of our internal or external auditor; (c) an immediate family member of the director is a current employee of our internal or external auditor who personally works on our audit; or (d) the director, or an immediate family member of the director, was within the last three years (but is no longer) a partner or employee of our internal or external auditor and personally worked on our audit within that time;

•the director, or an immediate family member of the director, is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers serves or served at the same time on that company’s compensation committee;

•the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues; or

•the director, or the director’s spouse, is an executive officer of a non-profit organization to which we make, or in the past three years have made, payments that, in any single fiscal year, exceeded the greater of $1 million or 2% of the non-profit organization’s consolidated gross revenues.

Our Board has determined that each of the following directors and nominees for director satisfies our independence standards and the independence standards of the NYSE: Mses. Capel, Gogi, Liuni, and Plaines and Messrs. Creus, Engelen, Fischer and Kunze-Concewitz. The Board has determined that Mr. Strobel does not qualify as independent due to his position as our Interim CEO.

In addition, our Board has determined that each of Mr. Fischer and Mses. Gogi, and Plaines (Chair) each of whom is currently a member of the AFC, is independent under Rule 10A-3 under the Exchange Act. The Board has also determined that each of Mses. Capel and Liuni and Mr. Kunze-Concewitz (Chair) (each currently a member of the RNC) satisfies the NYSE independence criteria applicable to members of compensation committees, as applicable, and each of Ms. Liuni and Mr. Kunze-Concewitz is considered a “non-employee director” under Rule 16b-3 of the Exchange Act. The Board has also determined that Ms. Capel is not considered a “non-employee director” under Rule 16b-3.

Communications with our Board

Stockholders, employees and other interested parties may communicate with any or all of our directors, including our non-management directors as a group, by writing to such director(s) c/o Board of Directors, Coty Inc., at 350 Fifth Avenue, New York, New York 10118, Attention: Corporate Secretary. Each communication should specify the applicable director(s) to be contacted, the general topic of the communication, and the number of shares of our Class A Common Stock owned of record (if a record holder) or beneficially. Our Corporate Secretary will

initially receive and process communications before forwarding them to the applicable director(s), and generally will not forward a communication that is unrelated to the duties and responsibilities of the director(s), including communications our Corporate Secretary determines to be primarily commercial in nature, is related to an improper or irrelevant topic, or is a request for general information about the Company or our products. In addition, communications that are unduly hostile, threatening, illegal, or similarly unsuitable will be excluded, with the provision that any communication that is so filtered will be made available to any director upon any such director’s request.

Our Board’s Role in Risk Oversight

Our Board oversees, with management, the various risks we face. Our Board and management consider risks in all facets of the Company, our business strategy and our overall business.

Our Board dedicates a portion of one meeting each year to evaluating and discussing risk, risk mitigation strategies and the Company’s internal control environment. At this meeting, our Board considers an enterprise risk management analysis. Topics examined in the enterprise risk management analysis include, but are not limited to, strategic, operational, financial and compliance risks, as well as risks related to digital, technology and innovation, including the responsible use of artificial intelligence, sustainability topics, and ESG topics. Our Board’s risk oversight also includes a comprehensive annual review of our strategic plan. Because overseeing risk is an ongoing process and inherent in our strategic decisions, our Board also receives input from senior management and considers risk at other times in the context of specific proposed actions.

In addition to our Board’s risk oversight responsibility, the Board’s committees are also charged with overseeing risks within their areas of responsibility and reviewing with the Board significant risks identified by management and management’s response to those risks. The AFC is responsible for oversight of accounting, auditing and financial-related risks, as well as the Company’s compliance program and its cybersecurity and data privacy programs. The RNC is responsible for overseeing the management of legal and regulatory risks as they relate to the Company’s corporate governance structure and processes, as well as risks related to our employee compensation policies and practices. In fiscal year 2026, the RNC reviewed our compensation policies and practices to determine whether they encouraged excessive or inappropriate risk taking. Following such evaluation, the RNC determined that our compensation policies and practices do not encourage excessive or inappropriate risk taking that could result in a material adverse effect on us. In reaching this conclusion, the RNC considered the design of the Company’s annual and long-term incentive programs, together with related governance practices and risk-mitigating features, including the use of Company-wide performance measures, payout caps, Committee discretion, executive stock ownership and trading policies, multi-year equity vesting and the Company’s clawback policy.

While our Board oversees risk, management is responsible for assessing and managing risk on a day-to-day basis. Certain departments, such as treasury, legal and internal audit, our compliance function, and individuals within other departments, focus on specific risks associated with different aspects of our business, from regulatory, environmental and financial risks to commercial and strategic risks. Senior members of management responsible for risk management report regularly to the AFC or the Board as appropriate. Our Board’s oversight of our sustainability strategy and ESG topics is described below. In fiscal year 2026, we continued to enhance our enterprise risk management process with a dedicated enterprise risk management steering committee composed of a cross-functional team of key executives and senior leaders to assist with ongoing cross-functional coordination of risk assessment and mitigation plans to supplement the annual enterprise risk assessment.

In addition, the Board has a dedicated Cybersecurity Special Committee, which is a committee, led by our Chief Information, Digital Innovation & Business Services Officer and two members of the Board (including the Chair of the AFC) and consisting of executive members from various corporate functions, including information technology, digital operations, corporate affairs, legal, compliance, human resources and finance. Cybersecurity and information technology experts periodically present to the Board on topics related to information security, data privacy and cyber risks and mitigation strategies. At the management level, our Global Information Security Team monitors alerts and informs relevant global senior management of all incidents and related mitigation and remediation, and escalates to the Cybersecurity Special Committee as needed. Global senior management monitors initiatives to prevent, detect, mitigate, and remediate cybersecurity risks and incidents. The Cybersecurity Special Committee is empowered to manage the Company’s response to major cybersecurity incidents and enable the integration of crisis management and business continuity processes.

The Board is also focused on AI as we continue to seek to integrate appropriate AI capabilities across the business. Given the breadth of AI applicability and the rapid pace of implementation, the Board regularly discusses the Company’s AI governance, strategy and risk management. The Audit Committee also assists the Board in its oversight of cybersecurity-related and privacy-related AI matters, as well as legal and regulatory risks related to AI.

Our Board’s Role in Environmental, Social and Governance (“ESG”) Oversight

We report annually on our progress towards our sustainability targets through a separate sustainability report, and, due to our dual-listing in France, publish a report in accordance with the E.U. Corporate Sustainability Reporting Directive (“CSRD”). Our sustainability framework, Beauty That Lasts, is a multi-pillared strategy which aims to contribute to a more sustainable and inclusive future. Coty’s Beauty That Lasts strategy includes our approach to managing, mitigating and responding to the risks and opportunities posed by climate change. Progress against all sustainability targets, including climate-related targets, is regularly reviewed through governance structures that oversee our Beauty That Lasts agenda. There are multiple lines of responsibility over our sustainability policies, including environmental and climate change-related issues, within the Coty governance structure, including direct oversight by the Board and through its committees. Our Board has general oversight over our sustainability policies and climate change-related activities. Our Audit and Finance Committee provides oversight of ESG disclosure in the context of our SEC periodic reporting and required reporting under the CSRD. Our Remuneration and Nomination Committee provides oversight on certain human capital matters including executive compensation, retention and succession planning and human resources strategies in connection with talent management, and our Board provides direct oversight on overall People strategy.

Since fiscal 2024, our governance and sustainability processes have evolved with the goal of integrating sustainability within the business, with each area of impact led by the relevant business functions. The Executive Committee and Senior Leadership Team are responsible for the development of strategy, targets and driving progress for their respective material topics. The global Sustainability Office develops the transversal sustainability strategy and is responsible for ESG reporting and governance, under executive oversight. During fiscal 2026, such oversight was provided by the Chief Scientific & Sustainability Officer and, beginning in fiscal 2027, oversight transitioned to the Global Supply Chain Officer. The Sustainability Office provides formal updates to both the Executive Committee and the Board at least once a year. Our Board provides oversight, including through its committees. As our business and organizational structure continue to evolve, we expect our sustainability governance structure to evolve accordingly to support effective oversight, accountability and integration across the business.

To enable our sustainability strategy to reflect our impact, the views of our stakeholders, and the risks and opportunities sustainability issues have for our business, in fiscal 2026, we refreshed our double materiality assessment in line with European Sustainability Reporting Standards (“ESRS”) guidance. The refreshed double materiality assessment, including the resulting material topics, was reviewed and approved by the Board. Our identified material topics will guide our program and inform our future reporting.

For more information about our global sustainability initiatives and strategies see, Beauty That Lasts available on our website www.coty.com/sustainability. We post our sustainability reports and our specific policies and statements relating to a number of ESG, sustainability and ethics topics on our Beauty That Lasts Reporting Hub at www.coty.com/sustainability/esg-reporting-hub. Our 2026 sustainability report under CSRD is expected to be published in October 2026. The content of our sustainability reports and information on the Company’s website are not incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC.

Board Attendance at the Annual Meeting

We expect directors to attend the Annual Meeting absent unusual circumstances. Seven of the ten directors on our Board at the time of the Annual Meeting of Stockholders in 2025 attended the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

Mses. Ballini, Capel, Liuni, Rochet and Messrs. Kunze-Concewitz (Chair) and Mr. Singer served on the RNC during fiscal year 2026 and each is considered an independent director, and Mses. Ballini and Liuni and Messrs. Kunze-Concewitz and Singer are also considered “non-employee” directors for purposes of Rule 16b-3 of the Exchange Act.

No member of the RNC is an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Board or compensation committee.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders Agreement

The Company and JAB Holdings and certain JAB Holdings affiliates are parties to a Stockholders Agreement (the “Original Stockholders Agreement”), dated March 17, 2019, which became effective on April 30, 2019, the date of the consummation of JAB Group’s acquisition of 150,000,000 outstanding shares of Class A Common Stock pursuant to the JAB Tender Offer. The Original Stockholders Agreement was negotiated at the direction of a special committee of the Board comprised solely of independent directors in connection with its evaluation of the JAB Tender Offer and was entered into at the recommendation of such special committee and with the approval of the Board. The Original Stockholders Agreement was agreed to by JAB Group as a condition to such special committee’s willingness to render its recommendation with respect to the JAB Tender Offer.

On June 16, 2023, the Company, JAB Holdings and JAB Beauty B.V. (together the “JAB Stockholder Parties”) entered into an amendment and restatement of the Original Stockholders Agreement dated as of March 17, 2019 (the “Amended and Restated Stockholders Agreement”).

The Amended and Restated Stockholders Agreement reflects certain changes as required under the Stipulation and Agreement of Compromise and Settlement (the “Stipulation of Settlement”) related to the consolidated purported stockholder class action and derivative complaint concerning the tender offer by Cottage Holdco B.V. (now known as JAB Beauty B.V.) (the “Tender Offer”) and the Schedule 14D-9 brought in the Delaware Court of Chancery. The Amended and Restated Stockholders Agreement was entered into at the recommendation of a special committee (the “Special Committee”) of disinterested, independent directors of the Board, and with approval of the Board, subject to court approval of the settlement. On June 13, 2023, the Delaware Court of Chancery approved the Stipulation of Settlement, which, as previously disclosed, calls for the Company to adopt certain corporate governance changes, including the Amended and Restated Stockholders Agreement.

Such changes include:

(i) during the three-year period from the effective date of the Amended and Restated Stockholders Agreement, the JAB Stockholder Parties shall not, subject to certain exceptions, effect or enter into any agreement to effect any acquisition of additional shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Shares”), provided that, the JAB Stockholder Parties may acquire shares of capital stock of the Company (including Shares, “Company Securities”) on an established securities exchange or through privately negotiated transactions that, after giving effect to such acquisition, does not result in an increase in the JAB Stockholder Parties’ and their affiliates’ collective beneficial ownership percentage of the voting power of the then issued and outstanding Company Securities to an amount greater than the percentage of the voting power of the issued and outstanding Company Securities beneficially owned by the JAB Stockholder Parties, collectively, as of the consummation of the Tender Offer, plus 9%;

(ii) the appointment of a new Lead Independent director consistent with the terms of the Stipulation of Settlement;

(iii) during the one-year period following the effective date of the Amended and Restated Stockholders Agreement, the JAB Stockholder Parties shall not, subject to certain exceptions, transfer any Shares to any other

person or group (other than an affiliate of any of the JAB Stockholder Parties) if, after giving effect to such transfer, such person or group would become the largest beneficial owner of Shares;

(iv) the Company shall include certain questions specified in the Amended and Restated Stockholders Agreement in its annual directors and officers’ questionnaire used in the preparation of the Company’s Form 10-K, annual report to stockholders and proxy statement; and

(v) the Amended and Restated Stockholders Agreement shall terminate upon the earlier of the mutual consent of the parties to the Stockholders Agreement or such time as the JAB Stockholder Parties and their affiliates cease to beneficially own 25% of the voting power of the Company on a fully diluted basis.

The Amended and Restated Stockholders Agreement also provides, among other things, that:

(i) for so long as the Amended and Restated Stockholders Agreement is in effect, JAB Group shall not effect or seek to effect, or announce any intention to effect, any “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act unless such transaction is conditioned on both (A) the affirmative approval of a special committee of the Board comprised solely of individuals who are each (1) independent under the requirements of Rule 10A-3 under the Exchange Act, and under the rules of the applicable securities exchange and (2) disinterested as it relates to JAB Group and its affiliates and (B) the affirmative vote of the stockholders of the Company representing at least a majority of the voting power of the Company beneficially owned by stockholders other than JAB Group or its affiliates, (ii) for so long as the Amended and Restated Stockholders Agreement is in effect, material related transactions involving any member of JAB Group and the Company will require the approval of a special committee of the Board comprised solely of independent directors who are disinterested as to the matter under consideration, (iii) JAB Group and the Company have agreed, for so long as the Amended and Restated Stockholders Agreement is in effect, to take all necessary actions within their control to maintain on the Board no fewer than four independent directors who are disinterested as it relates to JAB Group and to cause, no later than September 30, 2019, to be elected to the Board two new independent directors who are disinterested as it relates to JAB Group, and (iv) JAB Group has customary registration rights with respect to their shares of Class A Common Stock.

The Amended and Restated Stockholders Agreement will terminate upon the earlier of the mutual consent of the parties to the Stockholders Agreement (including, with respect to the Company, the approval by a special committee comprised solely of independent directors who are disinterested as it relates to JAB Group) or such time as JAB Group and its affiliates cease to beneficially own 25% of the voting power of the Company on a fully diluted basis. This description of the Amended and Restated Stockholders Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Stockholders Agreement, which is filed with the SEC.

In connection with the Amended and Restated Stockholders Agreement, the Special Committee recommended, and the Board approved, the appointment of Johannes Huth as Lead Independent Director, effective June 13, 2023. On July 14, 2025, Mr. Huth resigned as a director of the Board. On July 16, 2025, the Board appointed Beatrice Ballini to serve as Lead Independent Director with immediate effect. On March 18, 2026, Ms. Ballini resigned as a director of the Board, and the Board appointed Carsten Fischer to serve as Lead Independent Director with immediate effect.

Consent Agreement to Tax Matters Agreement

In connection with the acquisition of the Beauty Business of The Procter & Gamble Company (the “P&G Beauty Business”), we entered into a tax matters agreement, dated as of October 1, 2016, with The Procter and Gamble Company (“P&G”) and certain of their and our subsidiaries (the “Tax Matters Agreement”), which, for the two year period ended October 1, 2018, governed the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and attributes, efforts to protect the intended tax-free treatment of the P&G Beauty Business transaction and certain other transactions, the preparation and filing of tax returns, the control of audits, reviews, examinations or other tax proceedings and other matters regarding taxes.

We are party to a consent agreement with JAB Holding Company S.à r.l., JAB Holdings B.V. (as successor to JAB Cosmetics B.V.) and P&G whereby P&G has consented under the Tax Matters Agreement to the purchase by JAB Holdings B.V. of shares of our Class A Common Stock in certain open market transactions and JAB Holding, JAB Holdings B.V. and the Company have agreed to indemnify P&G for any taxes resulting from such purchases or due to breach of the consent agreement.

Secondment Arrangement

On October 1, 2025, a subsidiary of the Company entered into a secondment arrangement with an entity affiliated with JAB to obtain executive management services in connection with Gordon von Bretten’s role as President of Consumer Beauty. Under the terms of the arrangement, the secondee, Mr. von Bretten, provides services to the Company for a minimum period of one year, in exchange for a fixed fee of $1.3 million payable by the Company to the affiliated entity over the one year term. For the year ended June 30, 2026, the aggregate amount paid pursuant to the arrangement was approximately $1.0 million.

Lease Performance Guarantee

In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP. The remaining term of this lease is approximately five years. While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease. The maximum potential future payments that the Company could be required to make, if the assignee was to default as of June 30, 2026, would be approximately $2.6 million.

Wella

On June 1, 2020, the Company entered into a definitive agreement with Rainbow UK Bidco Limited, an affiliate of funds and/or separately managed accounts advised and/or managed by Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates (collectively, “KKR”), regarding a strategic transaction for the sale of Coty’s Professional and Retail Hair businesses. The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40% of the separately managed entity referred to as the Wella Company. On December 18, 2025, the Company completed the sale of its remaining 25.8% equity interest in Wella to an entity affiliated with KKR. As a result of this transaction, the Company no longer holds any equity interest in Wella as of December 31, 2025. Coty no longer considers Wella a related party.

The Company and Wella continue to have in place manufacturing arrangements to facilitate the Wella Business transition in the U.S. and Brazil. TSA fees and other fees earned were $0.0 and $5.2, respectively, for fiscal year 2026.

Coty also had an agreement with the Wella Company to provide management, consulting and financial services to the Wella Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (in assisting it in the management of its business). Fees earned and reflected in Other expense (income), net in fiscal year 2026 were $0.7 million.

Orveda

The disinterested members of the Board reviewed and approved the entry into a license agreement with Orveda, an ultra-premium skincare brand co-founded by Coty’s former CEO, Sue Nabi. During her tenure, Ms. Nabi had no continuing formal role at Orveda or economic interest in Orveda as a result of divesting her interests which was settled in cash in December 2021, following which Ms. Nabi’s business partner and co-founder, Nicolas Vu, became the sole owner and CEO of Orveda.Mr. Vu also provided consulting services, related to the skincare category and Orveda positioning, to Coty under the terms of a separate agreement. The initial term of the Orveda license agreement was five years, with two five-year automatic renewals subject to the achievement of certain net revenue milestones. Coty terminated the License Agreement with Orveda and separate consulting agreement with Mr. Vu in February 2026.

Other Arrangements

In 2021, the Company entered into a real estate sublease agreement with Pret A Manager Ltd, an affiliate of JAB, on customary market terms. The lease ended in February 2026, and the aggregate fees received by the Company under these arrangements total approximately $89,666 in fiscal 2026.

In fiscal 2026, the Company provided corporate sponsorship to Delete Blood Cancer DKMS including pledged charitable giving, gala sponsorship and product donations.

Review, Approval or Ratification of Transactions with Related Persons

Our Board has adopted a written policy regarding the approval or ratification of “related person transactions”. A related person transaction is one in which we or any of our subsidiaries participate, in which the amount involved since the beginning of our last completed fiscal year exceeds $120,000 and in which a “related person” has or will have a direct or indirect interest, other than solely as a result of being a director of, or, together with all other related persons, a less than 10% beneficial owner of an equity interest in another entity, or both. “Related persons” are the following persons and their immediate family members: our directors, director nominees, executive officers and stockholders beneficially owning more than 5% of our outstanding Class A Common Stock. Under this policy, the AFC reviews and approves, disapproves or ratifies related person transactions, other than those in which the chair of the AFC may have an interest, in which case, the Chairman of the Board will review the transaction. In determining whether or not to approve a related person transaction, the AFC takes into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If advance approval by the AFC is not possible, then a related person transaction may be considered and subsequently ratified, if appropriate, by the AFC. The chair of the AFC may pre-approve or ratify related person transactions in which the aggregate amount involved is expected to be less than $1 million. The chair reports to the AFC each transaction so approved or ratified. If a related person transaction will be ongoing, the AFC may establish guidelines for our management to follow in its ongoing dealings with the related person, after which such related person transaction will be reviewed on an annual basis for guideline compliance and ongoing appropriateness.

The related party transaction policy adopted by the AFC pre-approves the following types of related person transactions:

•certain types of executive officer compensation;

•compensation paid to a director if required to be reported under Item 402 of the SEC’s compensation disclosure requirements;

•any transaction with another company to which a related person’s only relationship is as an employee (other than an executive officer) if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue;

•any charitable contribution, grant, or endowment by us to a charitable organization, foundation, or university to which a related person’s only relationship is as an employee (other than an executive officer) if the amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts;

•any related person transaction where the related person’s interest arises solely from the ownership of our Class A Common Stock and in which all stockholders receive proportional benefits; and

•any related person transaction in which the rates or charges involved are determined by competitive bids.

A director who is a related person with respect to a transaction may not participate in the discussion or approval of the transaction, except that the director will provide all material information concerning the related person transaction to the AFC. Each transaction described above was approved or ratified under our related person transaction policy.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board has fixed the number of directors who will be nominated for election by the stockholders at the 2026 Annual Meeting at nine, each director to hold office, in accordance with our Amended and Restated Certificate of Incorporation and Bylaws, until the next annual meeting or until his or her successor is duly elected and qualified.

Markus Strobel was appointed Executive Chairman of the Board effective January 1, 2026, following Peter Harf’s resignation as Chairman of the Board effective January 1, 2026. The Board appointed Patricia Capel to serve as a director effective January 1, 2026. In addition, on March 18, 2026, Beatrice Ballini, Isabelle Parize, Anna Adeola Makanju and Gordon von Bretten each resigned from the Board effective immediately and Robert Singer resigned from the Board effective June 30, 2026. On March 18, 2026, the Board appointed five new independent directors. The newly appointed directors are Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, and Stephanie Plaines. The size of the full Board was decreased appropriately upon such changes to the Board’s composition.

All nominees are currently serving as directors of the Company and, except for Messrs. Strobel, Fischer, Kunze-Concewitz and Mses. Capel, Gogi, Liuni, and Plaines, were elected by the stockholders. The nominees are: Patricia Capel, Joachim Creus, Frank Engelen, Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, Stephanie Plaines and Markus Strobel.

Proposal: Election of each nominee for director.

Recommendation: The Board recommends a vote FOR the election of each nominee for director.

Vote Required: Election of each nominee for director requires a plurality of the votes cast by the holder of Class A Common Stock and Series B Preferred Stock (on an as converted basis) voting together.

Director Nominees

Director Age, Director Since

Management & leadership experience

Knowledge of beauty industry and of Coty

International business experience

Investment banking and finance expertise

People & organization development

Corporate governance

ESG

Legal, tax and public policy/regulatory experience

Digital new technologies, e-commerce, retail

Patricia Capel

54, 2026

●

Joachim Creus 50, 2019

●

Frank Engelen

55, 2025

●

Carsten

Fischer

64, 2026

●

Alia

Gogi

50, 2026

●

Robert Kunze-Concewitz
59, 2026

●

Maria Carla
Liuni
58, 2026

●

Stephanie
Plaines 59, 2026

●

Markus Strobel
62, 2026

●

We believe that each of the director nominees is well-qualified to serve on our Board and offers significant individual attributes and contributions important to our Board’s overall composition and functioning.


Average Age	Gender	Average Tenure	Refreshment

57	44%	~ 1	77%
years		years
	4/9 are women		7/9 added in the last year

The following biographical summaries provide details of their skills and experience considered by the Board in connection with this year’s director nomination process:

Patricia Capel joined the Board in January 2026. Ms. Capel is currently a Senior Partner, Global Head of Human Capital at JAB Holding Company. Ms. Capel joined JAB in 2021, and leads the Company's overall people strategy, overseeing talent, compensation, organizational development, and leadership initiatives across the firm and its portfolio companies to support long-term growth and performance. Previously, she spent 25 years at AB InBev in a series of senior leadership roles, including Vice President of Finance for Central and Eastern Europe, leadership roles supporting major M&A integrations and Vice President of Global People (HR), where she oversaw global talent attraction, development, and remuneration She also served as President of the Andina Business Unit overseeing leading commercial operations in Chile, Bolivia, and Paraguay. Earlier in her career, she held roles at PwC and Cargill Agrícola S.A. She serves on the Boards of several JAB companies, including Coty, IPH, NVA,

Pret and Panera, and is the Chair of Krispy Kreme’s Board. Ms. Capel holds a Bachelor’s degree in Business Administration from Universidade de São Paulo, and an M.B.A. from Business School São Paulo.

Ms. Capel brings to our board more than 25 years of experience with global companies in the consumer products industry and significant expertise in human capital management, compensation, organizational development and leadership initiatives. Through her senior leadership roles at AB InBev and JAB, she has developed substantial experience in driving organizational transformation, overseeing large-scale talent strategies, supporting post-acquisition integration efforts, and leading complex international businesses. Her service on the boards of several consumer-focused companies, including as chair, provides valuable corporate governance experience and insight into board leadership, talent oversight, and long-term value creation.

Joachim Creus joined the Board in 2019. Mr. Creus has served as Chairman and Co-CEO of JAB Holding Company S.à r.l. (“JAB Sarl”) since May 2025 and has served as a Managing Partner since March 2021. Mr. Creus served as Vice Chairman at JAB Sarl from March 2021 to May 2025. In January 2024, he was appointed as CEO of JAB Sarl. He previously served as Partner, General Counsel and Head of Tax at JAB Sarl. Mr. Creus has held various executive officer roles at several JAB Group entities from time to time. Prior to joining JAB Sarl, he served as a Tax Director at Siemens from 2007 and held other legal- and tax-related positions at Rödl & Partner and Tiberghien Lawyers. He served as a director of Keurig Dr Pepper Inc. until February 2025 and of JDE Peets N.V. until April 2026. Mr. Creus holds several degrees from KU Leuven and an LL.M. in International Tax Law from Vienna University of Economics and Business.

Mr. Creus brings to our Board more than 20 years of experience in managing complex legal and tax matters and transactions in law firm, corporate and fund environments, including deal structuring, financing, contract negotiation and antitrust matters. His extensive work experience in Europe, Asia and North America provides a global perspective on business, tax and legal issues. Through his leadership positions at JAB and service on public company boards, he has developed substantial expertise in corporate governance, investment strategy, mergers and acquisitions, and oversight of global consumer businesses, which contributes valuable perspective to the Board's consideration of strategic, financial, and capital allocation matters.

Frank Engelen joined the Board in November 2025. Mr. Engelen has served as Vice Chairman and Co-CEO of JAB Sarl since May 2025 and has served as a Managing Partner since December 2023. Mr. Engelen served as CFO of JAB Sarl from December 2023 to May 2025. Mr. Engelen joined JAB Sarl as partner in 2020. Previously, he was a partner at PwC for over 15 years, serving for five years as a member of the Management Board of PwC Netherlands and as director and member of the Executive Board of PwC Europe for two years. Mr. Engelen is a non-executive director of JAB portfolio companies including Independence Pet Holdings, National Veterinary Associates and Pinnacle Pet Group. He served as a director of Keurig Dr Pepper Inc. from October 2024 until February 2025 and a director of JDE Peet’s N.V. until April 2026. Mr. Engelen holds a degree from Comenius College, a law degree from Leiden University and an LL.M. in International Tax Law from Erasmus University, Rotterdam.

Mr. Engelen brings to our Board more than 25 years of experience in managing complex tax matters and transactions, including deal structuring, financing, corporate structuring and tax planning across a variety of industries. He also brings substantial expertise in investment management, governance, and portfolio company oversight through his leadership positions at JAB and his service as a director of multiple consumer-focused businesses. His experience evaluating strategic transactions, financing structures, and long-term investment strategies provides valuable perspective on Coty’s capital allocation priorities, corporate development initiatives, and stockholder value creation.

Carsten Fischer joined the Board in March 2026. From 2019 to 2025, he served as President of Rea.deeming Beauty, d/b/a Beautyblender. Previously, he served as Representative Director and Corporate Senior Executive Officer at Shiseido. Earlier, he served as President of Professional Care at Procter & Gamble following its acquisition of Wella. Mr. Fischer has served as a Non-Executive Director at Seiko Holdings and Kate Spade & Company. He earned a degree in Business Administration from Hamburg University of Economics and Politics.

Mr. Fischer brings to the Board decades of leadership experience across the beauty, fashion, and consumer goods sectors, including extensive experience in business transformation, corporate governance, and strategic growth. He has deep expertise in strategic portfolio management, multi-category brand development, and global

market expansion, gained through senior leadership positions at Beautyblender, Shiseido, Wella, and Procter & Gamble. His leadership of global consumer businesses has also given him experience navigating changing stakeholder expectations, including increasing focus on sustainability and corporate responsibility matters. His experience managing global beauty brands across both prestige and professional channels, together with his service as a non-executive director of public companies, provides valuable insight into brand strategy, international market development, innovation, and the effective stewardship of Coty’s diverse portfolio of brands.

Alia Gogi joined the Board in March 2026. Ms. Gogi is currently a senior beauty retail executive engaging in board and advisory work. From June 2020 to January 2025, she served as President of Asia at Sephora and Chairman of Sephora China board. Earlier at Sephora, she served as Managing Director of Southeast Asia and Senior Vice President of Merchandising for both Greater China and Asia Pacific. Prior to Sephora, Ms. Gogi held senior commercial roles at A.S. Watson Group, the world's largest health and beauty retailer. She began her career in brand and category management roles at Nestlé and J Sainsbury. Ms. Gogi has served on the board of DFI Retail Group, an Asian retail company, since August 2026, and, since September 1, 2026 has served on the board of Dr. Martens, a U.K. footwear brand, and is a member of its audit and risk, remuneration, and nomination committees. Ms. Gogi earned a BSc in Physics with Management from King's College, University of London.

Ms. Gogi brings to the Board deep expertise in the beauty retail industry, omnichannel strategy and international market expansion across Asia, providing valuable insight into evolving beauty consumer preferences, luxury retail trends, merchandising, and digital commerce. Her retailer perspective and deep understanding of consumer purchasing behavior provide valuable insight into the development and positioning of Coty's product offerings, omnichannel growth strategies, and partnerships with leading beauty retailers worldwide.

Robert Kunze-Concewitz joined the Board in March 2026 and has served as the Chair of the Remuneration and Nomination Committee (RNC) since March 2026. From May 2007 to April 2024, he served as Group Chief Executive Officer of Campari Group. Earlier in his career, Mr. Kunze-Concewitz held several senior marketing roles at Procter & Gamble, including within the company’s prestige beauty division. He currently serves on the boards of several international companies, including Carlsberg and Imperial Brands. Mr. Kunze-Concewitz earned an MBA from Alliance Manchester Business School and a BA in Economics from Hamilton College.

Mr. Kunze-Concewitz brings to the Board extensive leadership experience as a highly accomplished CEO, with 17 years of experience leading a global consumer goods company. During his tenure at Campari Group, he oversaw a period of significant value creation, driving the company's premiumization strategy, strengthening its portfolio of premium brands, and leading strategic acquisitions that expanded the company's global footprint. He also brings substantial corporate governance and board leadership experience through his service as an independent director and committee member of several international public companies. His expertise in premium brand development, strategic acquisitions, organizational leadership, and talent management provides valuable insight to the Board's oversight of management succession, executive compensation, and value creation.

Maria Carla Liuni joined the Board in March 2026 and serves as a member of the RNC. Ms. Liuni has been the Chief Brand Officer at Ferrari since 2022. Previously, in 2020, she served as Chief Marketing Officer of Pandora and held senior leadership roles at Bulgari within the LVMH Group. In 2015, she joined LVMH as BVLGARI Global Marketing and Communication Vice President. Earlier in her career, Ms. Liuni spent more than 16 years at Procter & Gamble’s Prestige Beauty division. Ms. Liuni earned a Master’s in Economics from Luiss University in Rome.

Ms. Liuni brings to the Board extensive experience in global brand management, marketing, and business transformation, developed through leadership roles at Ferrari, Pandora, Bulgari, and Procter & Gamble. She has a demonstrated track record of driving growth, strengthening brand relevance, and building global luxury and prestige beauty brands, including Gucci, Dolce & Gabbana, and Hugo Boss. Her expertise in consumer insights, innovation, brand strategy, sustainability initiatives and global marketing provides valuable perspective for Coty’s brand portfolio strategy and innovation agenda.

Stephanie Plaines joined the Board in March 2026 and has served as the Chair of the Audit and Finance Committee (AFC) since March 2026. From August 2022 to April 2024 Ms. Plaines served as Chief Financial Officer of JCPenney. From March 2019 to November 2020, Ms. Plaines served as Chief Financial Officer of Jones, Lang LaSalle Inc., a global real estate services company. Previously, she served as CFO of U.S. Retail at Starbucks

and as CFO of Sam’s Club eCommerce at Walmart. Ms. Plaines spent more than a decade at Ahold Delhaize in senior finance roles and also served as interim CFO of JC Penney during its transition out of bankruptcy. She currently serves as a Non-Executive Director of The Clorox Company and H&R Block. She has previously served on the boards of Nielsen Holdings plc and KKR Acquisition Holdings. She earned an MBA from the University of Texas at Austin and a BS in Finance from the University of Florida.

Ms. Plaines brings to the Board extensive financial and accounting expertise, gained from over 30 years of financial experience, including as chief financial officer of several publicly traded companies. She also has significant public company board and corporate governance experience through her service as an independent director of multiple public companies and as chair and member of key board committees. She also has experience with transformation agendas and strategic transactions, which provides valuable perspective for Coty’s strategic priorities, business transformation initiatives, capital allocation decisions, and long-term value creation objectives.

Markus Strobel joined Coty as Executive Chairman of the Board and Interim Chief Executive Officer in January 2026. Mr. Strobel joined Coty following a distinguished 33-year career at Procter & Gamble, where he most recently served as President of P&G’s Global Skin & Personal Care business. During his tenure at P&G, Markus held senior leadership roles across Beauty & Grooming, spanning fine fragrance, hair care, and grooming. Mr. Strobel holds a bachelor’s degree in international business from Pforzheim College (Germany) and an M.B.A. from the Kelley School of Business at Indiana University.

Mr. Strobel brings to the Board extensive experience overseeing a multi-billion-dollar portfolio of more than 12 global brands. He spearheaded the modernization of innovation, product supply, marketing and go-to-market strategies, and operating capabilities across North America, Greater China, Japan, Korea, and Europe. His leadership of global beauty and personal care businesses has provided him with valuable insight into the evolving role of sustainability in brand strategy, product innovation and consumer engagement, including the importance of aligning sustainability initiatives with consumer behavior and long-term business value. Mr. Strobel is widely recognized for his expertise driving category and organizational transformation. His extensive leadership experience and deep understanding of global beauty categories equip him to guide Coty through its current transition while advancing the Company's strategic priorities and long-term value creation objectives.

Director Compensation

During fiscal year 2026, there were several director changes, primarily in connection with the completion of our comprehensive Board refreshment process. Markus Strobel was appointed Executive Chairman of the Board effective January 1, 2026, following Peter Harf’s resignation as Chairman the Board effective January 1, 2026. Patricia Capel was appointed as director effective January 1, 2026. Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, and Stephanie Plaines were each appointed as director on March 18, 2026. Beatrice Ballini, Isabelle Parize, Anna Adeola Makanju, Robert Singer and Gordon von Bretten each resigned from the Board on March 18, 2026, Olivier Goudet and Lubomira Rochet each stepped down and did not stand for re-election as a director on November 6, 2025.

The following summary describes compensation paid to directors in fiscal year 2026 and reflects compensation paid to each director during the respective period of service.

Annual Cash Compensation for Board Service

For fiscal year 2026, each non-employee director, except the Chairman, was entitled to receive a cash retainer fee of $120,000 annually, payable in November. Prior to the appointment of the Executive Chairman and Interim CEO, the former non-employee Chairman was entitled to receive a cash retainer fee of $250,000 annually. The Lead Independent Director was entitled to receive an additional annual cash retainer fee of $30,000 and each of the Chairs of the AFC and RNC was entitled to receive an additional cash retainer fee of $30,000 annually. Each non-employee director holding office at the time of the November 2025 payment received the full annual cash retainer based on anticipated service for the fiscal year. For non-employee directors who began their service after the November 2025 payment, the annual cash retainer was prorated based on the actual period of such director’s service during that fiscal year and will be payable in November 2026.

Annual Restricted Stock Unit Grant

Each non-employee director, except the Chairman, was entitled to receive an annual grant of 25,000 RSUs under the amended and restated Coty Inc. 2007 Stock Plan for Directors (“Coty Inc. Stock Plan for Directors”) for fiscal year 2026. The former non-employee Chairman was entitled to receive an annual grant of 45,000 RSUs. These RSUs vest on the fifth anniversary of the grant date, subject to acceleration upon termination of service due to death or disability or upon a change in control and upon termination of service for any other reason if such termination occurs at least one year after the grant date, with pro rata vesting for RSUs granted within one year of the termination date. Each RSU represents the right to receive one share of the Company’s Class A Common Stock upon vesting.

Changes in non-employee director equity compensation for fiscal year 2027. Following a comprehensive benchmarking exercise, the Board has approved proposed change to the annual grant of RSUs for non-employee directors to allow for the grant of RSUs having a grant date fair value equal to $180,000, rather than a static number of RSUs, and subject to an annual total compensation maximum of $500,000 for non-employee directors. This change is reflected in the Amended and Restated Coty Inc. Stock Plan for Directors included in Proposal 3.

Management Directors

Directors who are our employees during the Board service period generally receive no additional compensation for service on our Board. During fiscal year 2026, each of Ms. Nabi, our former CEO, and Mr. Strobel, our current Executive Chairman and Interim CEO, were the only management directors on our Board, and neither officer received additional compensation for their service as director.

Reimbursement of Expenses

Directors are reimbursed for reasonable expenses (including costs of travel, food and lodging) incurred when attending Board, committee and stockholder meetings. Directors are also reimbursed for other reasonable expenses relating to their service on our Board, such as expenses incurred during visits to our offices and facilities.

Non-Employee Directors Compensation for Fiscal Year 2026

The following table sets forth compensation information for our non-employee directors in fiscal year 2026.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)(2)	Option Awards ($)	Total ($)
Current Nominees:
Patricia Capel	59,340	38,449	—	97,789
Joachim Creus	120,000	83,750	—	203,750
Frank Engelen	77,803	54,300	—	132,103
Carsten Fischer	34,285	15,141	—	49,426
Alia Gogi	34,285	15,141	—	49,426
Robert Kunze-Concewitz	34,285	15,141	—	49,426
Maria Carla Liuni	34,285	15,141	—	49,426
Stephanie Plaines	34,285	15,141	—	49,426

Former Directors:
Beatrice Ballini	180,000	83,750	—	263,750
Olivier Goudet	42,198	83,750	—	125,948
Peter Harf	250,000	150,750	—	400,750
Anna Adeola Makanju	120,000	83,750	—	203,750
Isabelle Parize	120,000	83,750	—	203,750
Lubomira Rochet	42,198	83,750	—	125,948
Robert Singer	150,000	83,750	—	233,750
Gordon von Bretten	120,000	83,750	—	203,750


(1)			Amounts represent annual cash compensation for service as a non-employee director, Chairman, Lead Independent Director or AFC or RNC Chair, as applicable. Current Nominees: Each of Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, Stephanie Plaines served on the Board from March 18, 2026 through the 2026 annual meeting in November 2026. Patricia Capel served on the Board from January 1, 2026 through the 2026 annual meeting in November 2026. The prorated annual cash retainer for Messrs. Fischer and Kunze-Concewitz and Mses. Capel, Gogi, Liuni and Plaines for his/her fiscal year 2026 service will be paid in November 2026. The prorated annual RSU awards for service through such annual meeting were granted on March 18, 2026 and January 1, 2026 (for Ms. Capel). Former Directors: On January 1, 2026, Peter Harf resigned from the Board. On March 18, 2026, Beatrice Ballini, Gordon von Bretten, Anna Adeola Makanju and Isabelle Parise each resigned from the Board effective March 18, 2026. Robert Singer resigned from the Board, effective June 30, 2026, and continued to serve on the Audit and Finance Committee until his departure. Each non-employee director holding office at the time of the November 2025 payment received the full annual cash retainer and full RSU award based on anticipated service for the fiscal year. Olivier Goudet and Lubomira Rochet, who each served from July 1, 2025 through November 6, 2025, received a prorated annual cash retainer and a full equity award with pro-rated vesting. Pursuant to the Coty Inc. Stock Plan for Directors, RSUs granted within one year of the termination date vested on a pro rata basis upon termination of service.
(2)			Amounts represent the grant date fair value of RSUs issued to non-employee directors on November 15, 2025 (unless otherwise indicated) calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 21 “Share-Based Compensation Plans” in the notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 for certain assumptions used to calculate the valuation.
(3)			Presented below are the aggregate number of shares of Class A Common Stock underlying RSUs held by the non-employee directors as of June 30, 2026:


Name	Total Number of Shares of Class A Common Stock Underlying RSUs Outstanding as of June 30, 2026	Total Number of Shares of Class A Common Stock Underlying Stock Options Outstanding as of June 30, 2026
Current Nominees:
Patricia Capel (1)	12,363	—
Joachim Creus	125,000	—
Frank Engelen	16,209	—
Carsten Fischer (1)	7,142	—
Alia Gogi (1)	7,142	—
Robert Kunze-Concewitz (1)	7,142	—
Maria Carla Liuni (1)	7,142	—
Stephanie Plaines (1)	7,142	—

Former Directors:
Beatrice Ballini (2)	—	—
Olivier Goudet (2)	—	—
Peter Harf (2)	—	—
Anna Adeola Makanju(2)	—	—
Isabelle Parize (2)	—	—
Lubomira Rochet (2)	—	—
Robert Singer (2)	—	—
Gordon von Bretten (2)	—	—


(1)			Frank Engelen served on the Board from the annual meeting in November 2025. Each of Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, Stephanie Plaines served on the Board from March 18, 2026 through the 2026 annual meeting in November 2026. Patricia Capel served on the Board from January 1, 2026 through the 2026 annual meeting in November 2026. The prorated annual RSU awards for service through such annual meeting were granted on November 15, 2025 (for Mr. Engelen), March 18, 2026 (for Mr. Fischer, Ms. Gogi, Mr. Kunze-Consewitz, Ms. Liuni and Ms. Plaines) and January 1, 2026 (for Ms. Capel), respectively.
(2)			Olivier Goudet and Lubomira Rochet did not stand for re-election at the November 2025 annual stockholders meeting and served until November 6, 2025. Peter Harf resigned from the Board effective January 1, 2026. Beatrice Ballini, Isabelle Parize, Anna Adeola Makanju and Gordon von Bretten each resigned from the board on March 18, 2026. Mr. Singer resigned from the Board effective June 30, 2026. Pursuant to the terms of the Coty Inc. Stock Plan for Directors, upon these departures from the Board, a pro rata portion of the RSUs awarded to each of Mses. Ballini, Parize and Makanju and Messrs. Harf, von Bretten and Singer, were entitled to vest in full and the remainder were forfeited.

EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain information concerning our executive officers who are members of the Executive Committee as of September 24, 2026. Information regarding Mr. Strobel is set forth above under “Proposal No. 1: Election of Directors—Director Nominees”.

Name

Age

Position Held

Markus Strobel

Interim Chief Executive Officer

Soraya Benchikh

Chief Financial Officer

Kristin Blazewicz