Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )




Filed by the Registrant  ☒   Filed by a Party other than the Registrant  ☐

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  Preliminary Proxy Statement.

  Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

  Definitive Proxy Statement.

  Definitive Additional Materials.

  Soliciting Material Pursuant to §240.14a-12.

Avon Products, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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  No fee required.

  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



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  Fee paid previously with preliminary materials.

  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.



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Go to or scan the QR code – login details are located in the shaded bar below.

  LOGO     Votes submitted electronically must be received by 1:00 A.M. New York Time, on May 16, 2019.




Important Notice Regarding the Availability of Proxy Materials for the

Avon Products, Inc. Annual Shareholder Meeting to be Held on May 16, 2019

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:





LOGO    Easy Online Access – View your proxy materials and vote.


Step 1:     Go to

   Step 2:     Click on Cast Your Vote or Request Materials.
   Step 3:     Follow the instructions on the screen to log in.
   Step 4:     Make your selections as instructed on each screen for your delivery preferences.
   Step 5:     Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.





Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 7, 2019 to facilitate timely delivery.





Avon Products, Inc.’s Annual Meeting of Shareholders will be held on Thursday, May 16, 2019, at Convene, 810 Seventh Avenue, 22nd Floor, New York, New York 10019 at 9:00 A.M. New York Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4:


Election of Directors:

01 - Jose Armario

02 - W. Don Cornwell

03 - Nancy Killefer

04 - Susan J. Kropf

05 - Helen McCluskey

06 - Andrew G. McMaster, Jr.

07 - James A. Mitarotonda

08 - Jan Zijderveld


Non-binding, advisory vote to approve compensation of our named executive officers.


Approval of the Amended and Restated 2016 Omnibus Incentive Plan.


Ratification of the appointment of PricewaterhouseCoopers LLP, United Kingdom, as our independent registered public accounting firm, for 2019.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.



Admission Ticket

Avon Products, Inc. Annual Meeting of Shareholders

Thursday, May 16, 2019 at 9:00 A.M.

Convene, 810 Seventh Avenue, 22nd Floor, New York, New York 10019


For transportation directions, please go to:





Here’s how to order a copy of the proxy materials and select delivery preferences:


Current and future delivery requests can be submitted using the options below.


If you request an email copy, you will receive an email with a link to the current meeting materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.

     Internet – Go to Click Cast Your Vote or Request Materials.
     Phone – Call us free of charge at 1-866-641-4276.
     Email – Send an email to with “Proxy Materials Avon Products, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
     To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 7, 2019.