COTY (NYSE: COTY) (the “Company”) announced today, pursuant to NYSE Rule 303A.08, that it has granted employment inducement awards to Elio Leoni Sceti and Camillo Pane, who have been announced as the Company’s new Chief Executive Officer and EVP of Category Development, respectively. Their appointments are anticipated to be effective in July.
Consistent with the Company’s philosophy to encourage significant levels of executive ownership, the Company has created a new class of Series A Preferred Stock (the “Series A Preferred Stock”) that is designed to further align management with shareholders.
Under the Company’s Long Term Incentive Plans, annual awards typically vest after five years following the grant date and stock option grants can be exercised for stock or cash. Similarly, the 5,493,894 shares of Series A Preferred Stock that will be issued to Mr. Leoni Sceti and the 645,921 shares that will be issued to Mr. Pane vest only after five years, subject to certain exceptions and conditions (the “Vested Series A Preferred Stock”) and can be exchanged into cash or stock in an amount not to exceed one share of the Company’s Class A Common Stock (the “Common Stock”) for each issued share of Vested Series A Preferred Stock. The Vested Series A Preferred Stock is exchangeable at the option of holder into, at the sole election of the Company, either: (i) an amount in U.S. dollars per share equal to (A) the fair market value of a share of Common Stock on the date of conversion minus (B) $3 plus the fair market value of a share of such Common Stock on the date of grant, subject to customary adjustments (such difference, the “Preferred Net Value”), or (ii) the number of shares of Common Stock whose aggregate value, as measured by the fair market value of a share of such stock on the conversion date, is equal to the Preferred Net Value. Vested Series A Preferred Stock is also automatically exchangeable into cash or redeemable under certain circumstances.
The Board of Directors of the Company and a subcommittee of the Board unanimously approved the awards. The awards did not require shareholder approval, and this press release is being issued pursuant to NYSE listing standards.
Certain statements in this press release are forward-looking statements. These forward-looking statements reflect COTY’s current views with respect to its management and compensation plans. These forward-looking statements are generally identified by words or phrases such as “opportunity,” “potential,” “could,” “intend,” “will,” “would”, “continue” and similar words or phrases. Actual results may differ materially from the results predicted due to various risks and uncertainties, including our ability to retain key personnel and difficulties in implementing our strategies, including any inaccuracies in assumptions regarding such strategies. More information about potential risks and uncertainties that could affect COTY’s business and financial results is included under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in COTY’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014, and other periodic reports COTY has filed and may file with the Securities and Exchange Commission from time to time. COTY assumes no responsibility to update forward-looking statements made herein or otherwise.
About COTY Inc.
COTY is a leading beauty company with net revenues of $4.6 billion for the fiscal year ended June 30, 2014. Founded in Paris in 1904, COTY is a pure play beauty company with a portfolio of well-known fragrances, color cosmetics and skin & body care products sold in over 130 countries and territories. COTY’s product offerings include such global brands as adidas, Calvin Klein, Chloé, DAVIDOFF, Marc Jacobs, OPI, philosophy, Playboy, Rimmel and Sally Hansen.