Coty Seeks 50M Share Increase to Equity Plan at November 5 Annual Meeting
COTY sits 45% above its 52-week low of $1.82.
Summary
Coty's proxy seeks approval to add 50 million shares to its equity plan and triple the director plan reserve, while disclosing zero fiscal 2026 bonuses and a 251:1 CEO pay ratio.
Key Events · Corporate Governance and Compliance · COTY
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Equity Plan Reserve Increase
Proposal 2 seeks to add 50 million shares to the ELTIP, raising the reserve from 100 million to 150 million shares. Total overhang would be approximately 7.2% of the 880.5 million shares outstanding.
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Director Plan Expansion
Proposal 3 triples the Director Stock Plan reserve from 1 million to 3 million shares, changes annual director equity from 25,000 fixed RSUs to $180,000 fair value, and shortens vesting from 5-year cliff to 3-year ratable.
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Zero Fiscal 2026 Bonuses
No APP annual incentive awards were paid to named executive officers because the minimum Adjusted EBITDA threshold of $1,070 million was not met.
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Interim CEO Compensation
Markus Strobel received $11.09 million in total compensation, including 6 million stock options with vesting thresholds of $5.56 (50%) and $9.00 (100%) per share. CEO pay ratio is 251:1.
Analysis · COTY · Industrial Applications And Services
Coty's definitive proxy asks shareholders to approve a 50 million share increase to its equity incentive plan, raising the reserve from 100 million to 150 million shares. The company also proposes tripling the director stock plan reserve from 1 million to 3 million shares and shifting director equity to a fixed $180,000 annual value. Against a backdrop of a $590.2 million net loss, debt covenant reinstatement, and a stock price near multi-year lows, the expanded equity reserves represent meaningful potential dilution for existing holders — though the plans are designed to fund roughly three years of grants. The proxy also confirms zero annual bonus payouts for fiscal 2026 after the company missed its Adjusted EBITDA threshold, and details interim CEO Markus Strobel's $11.09 million compensation package including 6 million stock options that only vest if the share price reaches $5.56 to $9.00.
How filings like this one have moved
In the 30 days to Oct 1, 2026, 30.2% of the 1644 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.49%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, COTY was trading at $2.63 on NYSE in the Industrial Applications And Services sector, with a market capitalization of approximately $2.3B. The 52-week trading range was $1.82 to $4.47. This filing was assessed with negative market sentiment and an importance score of 7 out of 10.