UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2016

Coty Inc.

(Exact Name of Registrant as Specified in its Charter)
DE
 
001-35964
 
13-3823358
(State or other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
350 Fifth Avenue
New York, NY
 
10118
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (212) 389-7300

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Ayesha Zafar, 59, was appointed to the position of Senior Vice President, Group Controller of Coty Inc. (the “Company”) and began serving as the Company’s principal accounting officer effective as of May 5, 2016. Ms. Zafar succeeds Thomas Muench, who ceased serving as Senior Vice President, Group Controller of the Company and the Company’s principal accounting officer on May 5, 2016. Mr. Muench continues as Senior Vice President in another role within the Company.
Prior to her appointment, Ms. Zafar served as Vice President Controller of The Hertz Corporation, a car rental business, since January 2013 and as Controller from March 2012 to January 2013. Ms. Zafar brings 30 years of finance experience in international companies across consumer goods, including Campbell Soup Company, PepsiCo, Inc. and Colgate-Palmolive Company, as well as pharmaceuticals and publishing. Ms. Zafar is a Certified Public Accountant. The Hertz Corporation is not a parent, subsidiary or other affiliate of the Company.
There is no family relationship between Ms. Zafar and any director or executive officer of the Company. Since June 30, 2015, there have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant in which Ms. Zafar, or any member of her immediate family, had, or will have, a direct or indirect material interest.
In connection with her appointment, Ms. Zafar entered into an offer letter with the Company (the “Offer Letter”). The Offer Letter provides for an annual base salary of $375,000, an annual incentive bonus under the Company’s Annual Performance Plan targeted to be 40% of Ms. Zafar’s annual salary, participation in the Company’s equity incentive plans and other employee benefits as set forth in the Offer Letter.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, attached hereto as Exhibit 10.1 and incorporated by reference in its entirety into this Item 5.02.



 

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
10.1
 
Offer letter, dated as of April 1, 2016, between Ayesha Zafar and the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
COTY INC.
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
Date:
May 11, 2016
By:
/s/ Jules P. Kaufman
 
 
 
Name:
Jules P. Kaufman
 
 
 
Title:
Senior Vice President, Secretary
 
 
 
 
and General Counsel




 

COTY INC.
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
10.1
 
Offer letter, dated as of April 1, 2016, between Ayesha Zafar and the Company.
 
 
 





Exhibit 10.1

April 1, 2016

Ayesha Zafar


Dear Ayesha,

Congratulations! I am pleased to confirm the offer of employment as Senior Vice President Group Controller for Coty Inc. commencing on or about April 18, 2016 (the “Employment Date”). This position reports to Patrice de Talhouet, Executive Vice President/Chief Financial Officer Coty Inc.

The details of our offer are as follows:

Starting Date:
We anticipate that your employment will start on or around April 18, 2016. Your actual start date will be the “Effective Date”.
The exact timing of your effective date is subject to a valid work permit to enable you to be eligible to work in the United States.

Compensation:
You will receive an annual base salary of 375,000.00 USD, which will be paid according to the local payroll practices. All taxable payments to you will be subject to applicable withholding taxes.

Benefits:
As a Coty employee you will be eligible to participate in Coty’s benefit programs, subject to the terms and conditions of each plan and your employment will be subject to Coty’s policies. Summaries of the plans, as well as the necessary enrollment and new hire forms, will be sent to you via mail from our Coty Benefits Center within the first 3 weeks of employment. Included in this information is your PIN number which you can use to elect benefit contributions via the internet or phone. Once complete, all benefit elections will be retroactive to your start date.

APP Bonus:
You will be eligible to participate in the APP bonus plan for FY16 with a target of 40% of your base salary. This bonus is dependent on meeting company financial performance objectives and is subject to the terms and conditions of the APP bonus plan. For FY16 your APP bonus will be prorated to reflect the duration of your employment during that fiscal year.


LTIP:
You will be recommended to participate in the Long Term Incentive Plan (LTIP). These Restricted Share Units (RSU’s) are generally awarded annually and cliff vest after five (5) years from the date of grant. Coty’s annual grant cycle usually occurs in October of each year. Your eligibility for a RSU grant will be based on several factors including your level within the organization, company and personal performance. All equity grants are subject to review and approval by Coty’s Board of Directors. This grant will be contingent on approval of the Coty Board of Directors and you signing a Confidentiality and Non-compete agreement attached to this letter. You will also be eligible to participate in Coty’s Elite Program. Information regarding this program is under separate cover.












Vacation:
Y ou will be eligible for 4 weeks (20 business days) of vacation annually. You are also eligible for an additional paid week of vacation between Christmas and New Year’s when the office is closed and for 7 Summer Fridays between the Memorial Day and Labor Day holidays.

Please be aware that neither this letter, nor any other document, confers any contractual right, either express or implied, to remain employed by Coty for any fixed period of time, nor does it guarantee any fixed terms or conditions of employment. While we hope that your employment with Coty will be mutually beneficial, please understand that you are an at-will employee, which means that both you and Coty have the right to terminate your employment at any time, with or without notice or cause. Although your job duties, title, compensation and benefits, as well as Coty’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by an express written agreement signed by you and a duly authorized officer of Coty. This offer letter constitutes the entire understanding between you and Coty, and supersedes any previous agreements and understandings, whether oral or written, regarding your offer of employment by Coty. You acknowledge and agree that you have not relied on any representations or statements, whether oral or written, regarding your employment with Coty, other than as contained in this offer letter.

This offer is contingent upon you not being subject to any limitation, obligation or agreement that would preclude your full-time employment with Coty or in any way restrict your ability to perform your duties as a Coty employee on the Employment Date. You will be required to sign a Confidentiality Agreement as a condition of employment. This offer is also contingent on your confirmation that you are not bound by any non-competition restrictions or other understanding preventing you from entering into this Agreement.

Please also note that this offer is contingent upon your satisfying our reference and background check requirement, including prior employment and education verification. This offer is also contingent upon your not being subject to any limitation, obligation or agreement that would preclude your full-time employment with Coty or in any way restrict your ability to perform your duties as a Coty employee on the Employment Date as well as it is subject to a valid work permit to enable you to be eligible to work in the United States.

We are very enthusiastic about your joining Coty and we look forward to working with you! Please return a signed copy of this offer letter by April 8, 2016 to John Annunziata at Coty Inc., 350 Fifth Ave., 19th floor, New York, New York, 10018 or via email at john_annunziata@cotyinc.com.

If you have any questions, please feel free to contact John Annunziata in the Human Resources department at (212) 389-7448.

Sincerely,
 
Accepted:
/s/Ayesha Zafar
/s/Patrice de Talhouët
 
Date:
4/4/2016
Patrice de Talhouët
 
 
 
Executive Vice President/Chief Financial Officer
 
 
 


 

Cc: John Annunziata