8-KThe WireRed Alert
Executive Change
Filed Feb 16, 2022 · 4y ago · Accession 0001552781-22-000167
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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):
February 16, 2022
COCA COLA CO
(Exact name of Registrant as specified
in its charter)
Delaware
001-02217
58-0628465
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Coca-Cola Plaza
30313
Atlanta , Georgia
(Zip Code)
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (404) 676-2121
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))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.25 Par Value
KO
New York Stock Exchange
0.500% Notes Due 2024
KO24
New York Stock Exchange
1.875% Notes Due 2026
KO26
New York Stock Exchange
0.750% Notes Due 2026
KO26C
New York Stock Exchange
1.125% Notes Due 2027
KO27
New York Stock Exchange
0.125% Notes Due 2029
KO29A
New York Stock Exchange
0.125% Notes Due 2029
KO29B
New York Stock Exchange
0.400% Notes Due 2030
KO30B
New York Stock Exchange
1.250% Notes Due 2031
KO31
New York Stock Exchange
0.375% Notes Due 2033
KO33
New York Stock Exchange
0.500% Notes Due 2033
KO33A
New York Stock Exchange
1.625% Notes Due 2035
KO35
New York Stock Exchange
1.100% Notes Due 2036
KO36
New York Stock Exchange
0.950% Notes Due 2036
KO36A
New York Stock Exchange
0.800% Notes Due 2040
KO40B
New York Stock Exchange
1.000% Notes Due 2041
KO41
New York Stock Exchange
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging
growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2022, the Talent and Compensation Committee of the Board
of Directors (the Committee”) of The Coca-Cola Company (the “Company”) adopted amended form award agreements for performance
share units, stock options and restricted stock units (the “Award Agreements”) to be granted under The Coca-Cola Company 2014
Equity Plan, as amended (the “Equity Plan”). The Award Agreements were amended to reduce the exercise time at death to one
year for options, to allow vesting to continue if an individual transfers to an affiliate of the Company in certain situations, to remove
proration for certain involuntary termination events and to remove the service requirement for certain vesting provisions after age 60
for all termination events, in addition to immaterial administrative updates.
In addition, on February 16, 2022, the Committee approved the 2022 performance
measures, weighting and metrics for executive officers under each of The Coca-Cola Company Performance Incentive Plan (the “Performance
Incentive Plan”) and The Coca-Cola Company Long-Term Incentive Plan (the “Long-Term Incentive Plan.”)
With respect to the 2022 annual incentive award under the Performance Incentive
Plan, the Committee determined to include certain goals to promote employee diversity, equity and inclusion. The new goals will collectively comprise 10% of the executives’ 2022 annual incentive under the Performance Incentive Plan, with
the prior year’s measures (Net Operating Revenue Growth and Operating Income Growth) equally comprising the remaining 90%.
With respect to the 2022 long-term incentive award under the Long-Term
Incentive Program, the Committee determined to include certain measures to promote achievement of the Company’s environmental sustainability
priorities. The new measures will collectively comprise 10% of the executives’ performance share unit award under the Long-Term
Incentive Program, with the prior year’s measures (Net Operating Revenue Growth, Earnings per Share Growth and Cumulative Free Cash
Flow) equally comprising the remaining 90%.
The foregoing descriptions of the Award Agreements are qualified in their
entirety by reference to the Award Agreements, copies of which are attached hereto as Exhibits 10.1 through 10.3 and incorporated herein
by reference.
Item 9.01(d).
Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit No.
Description
10.1
Form of Performance Share Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022
10.2
Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022
10.3
Form of Restricted Stock Unit Agreement for grants under the 2014 Equity Plan, as adopted February 16, 2022
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the iXBRL document).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
THE COCA-COLA COMPANY
(REGISTRANT)
Date: February 16, 2022
By:
/s/ Monica Howard Douglas
Monica Howard Douglas
Senior Vice President and Global General Counsel
Filing details
- Company
- COCA COLA CO
- Ticker
- KO
- CIK
- 21344
- Form type
- 8-K
- Filing date
- Feb 16, 2022
- Report date
- Feb 16, 2022
- Document
- e22073_ko-8k.htm
- Size
- 1.2 MB