Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Our common stock is listed on the New York Stock Exchange under the symbol “COTY.”
+Added: Our common stock is listed on the New York Stock Exchange under the symbol “COTY.” It is also listed on the Euronext Paris Professional Segment.
Stockholders of Record
7 unchanged sentences
Dividends on the Convertible Series B Preferred Stock are payable in cash, or by increasing the amount of accrued dividends on Convertible Series B Preferred Stock, or any combination thereof, at the sole discretion of the Company.
−Removed: After the expiration of applicable restrictions under the 2018 Coty Credit Agreement, as amended, we began to pay dividends on the Convertible Series B Preferred Stock in cash for the period ending June 30, 2021, and we expect to continue to pay such dividends in cash on a quarterly basis, subject to the declaration thereof by our Board of Directors.
+Added: After the expiration of applicable restrictions under the 2018 Coty Credit Agreement, as amended, we began to pay dividends on the Convertible Series B Preferred Stock in cash for the period ended June 30, 2021, and we expect to continue to pay such dividends in cash on a quarterly basis, subject to the declaration thereof by our Board of Directors.
The terms of the Convertible Series B Preferred Stock restrict our ability to declare cash dividends on our common stock until all accrued dividends on the Convertible Series B Preferred Stock have been declared and paid in cash.
7 unchanged sentences
(b) The Peer Group includes L'Oréal S.A., Inc., Estée Lauder Companies, Inc., Beiersdorf AG, Shiseido Company, Limited and Inter Parfums Inc.
−Removed: We added Beiersdorf AG to our peer group to replace Revlon, Inc.
−Removed: following its delisting from the New York Stock Exchange.
The Market Performance Graph above assumes a $100.00 investment on June 30, 2019, in Coty Inc.’s common stock, the S&P 500 Index and the Peer Group.
14 unchanged sentences
for future issuance
−Removed: compensation plans (e )
+Added: compensation plans (d )
(excluding securities
4 unchanged sentences
22,054,245 N/A
−Removed: Performance Restricted Stock Units (f)
+Added: Performance Restricted Stock Units (e)
13,422,500 N/A
1 unchanged sentence
Equity compensation plans not approved by security holders
−Removed: Series A Preferred Stock (b)(c)
+Added: Series A Preferred Stock (b)
1,000,000 $ 22.39
−Removed: Phantom Units (d)
+Added: Phantom Units (c)
Subtotal 1,349,432 — —
2 unchanged sentences
(a) For information about Options and Restricted Stock Units, see Note 22 — Share-Based Compensation Plans in the notes to our Consolidated Financial Statements.
−Removed: (b) Upon vesting of the Series A Preferred Stock, the recipient receives, in cash or shares, at our sole election, the fair market value of our Class A Common Stock on the vest date of the Series A Preferred Stock less the sum of the fair market value of our Class A Common Stock on the original issue date of the Series A Preferred Stock and a hurdle price specified in the recipient’s subscription agreement.
−Removed: As such, the benefit provided under the Series A Preferred Stock will always be based solely on the increase in value of our Class A Common Stock after the date of grant and the Series A Preferred Stock will not have any value to the participant until the value of our Class A Common Stock exceeds the value of such shares on the date of grant plus the specified hurdle.
−Removed: (c) On March 27, 2017, the Board approved an award of 1,000,000 shares of Series A Preferred Stock, par value $0.01 per share, to Lambertus J.H.
−Removed: Becht in his capacity as a non-employee director to compensate him for services performed in connection with closing the P&G Beauty Business transaction, aiding with the transition of the new chief executive officer into his role and integrating the P&G Beauty Business.
−Removed: (d) On December 1, 2014, the Board granted Lambertus J.H.
+Added: (b) On March 27, 2017 a Series A Preferred Stock subscription agreement was entered into with Lambertus J.H.
+Added: Becht”), the Company’s former Chairman of the Board.
+Added: Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder was entitled to exchange the vested shares after the fifth anniversary of the date of issuance.
+Added: This exchange right expired on March 27, 2024.
+Added: The Company has the right to redeem the Series A Preferred Stock (1.0 million shares) at a redemption price of $0.01 per share.
+Added: The Company plans to redeem these shares of Series A Preferred Stock in accordance with their terms.
+Added: (c) On December 1, 2014, the Board granted Lambertus J.H.
Becht an award of 49,432 phantom units (the “December Grant”).
6 unchanged sentences
Becht elected to receive payment in respect of the December Grant and the July Grant in shares of Class A Common Stock.
−Removed: (e) Reflects number of securities remaining available for future issuance under equity compensation plans, excluding share reserves related to terminated equity plans.
−Removed: (f) Performance Restricted Stock Units are subject to the achievement of performance objectives and continued employment through vesting date.
+Added: (d) Reflects number of securities remaining available for future issuance under equity compensation plans, excluding share reserves related to terminated equity plans.
+Added: (e) Performance Restricted Stock Units are subject to the achievement of performance objectives and continued employment through vesting date.
Issuer Purchases of Equity Securities
−Removed: No shares of Class A Common Stock were repurchased during the fiscal years ended June 30, 2023 and 2022.
+Added: In February 2024, we elected to physically settle one of our forward repurchase contracts, authorized under our repurchase program, for a cash payment of $200.0 in exchange for 27.0 million shares of our Class A Common Stock.
+Added: For additional information on our Share Repurchase Program and our forward repurchase contracts, see Note 21—Equity and Convertible Preferred Stock in the notes to our Consolidated Financial Statements.
+Added: No shares of Class A Common Stock were repurchased during the fiscal year ended June 30, 2023.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.