Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 23, 2017, The Coca-Cola Company (the
“Company”) announced a number of senior leadership appointments to drive its ongoing transformation into a growth-oriented,
consumer-centered, total beverage company (the “Company’s Transformation”), which will be effective on May 1,
2017, when President and Chief Operating Officer James Quincey becomes Chief Executive Officer.
Effective May 1, 2017, Kathy N. Waller, currently
Executive Vice President and Chief Financial Officer, will assume expanded responsibility for the Company’s strategic governance
areas as Executive Vice President, Chief Financial Officer and President Enabling Services. In this role, Ms. Waller will lead
the Company’s Global Finance organization, the Global Technical team, a newly created Integrated Services team and a new
Business Transformation team. On March 22, 2017, the Company provided Ms. Waller with a letter to confirm her new position and
set forth the primary compensation elements that will be effective commencing May 1, 2017. Pursuant to the letter, Ms. Waller’s
initial base salary for the new position will be effective as of May 1, 2017, she will continue to be eligible to participate in
the Company’s Performance Incentive Plan and Long-Term Incentive program and she will continue to be subject to the Company’s
share ownership guidelines. Details regarding base salary determinations, the Performance Incentive Plan and the Long-Term Incentive
program are included in the Compensation Discussion and Analysis section of the Company’s definitive proxy statement for
the 2017 Annual Meeting of Shareowners filed with the Securities and Exchange Commission on March 9, 2017. The foregoing description
is qualified in its entirety by the letter for Ms. Waller, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
On March 23, 2017, the Company announced
that Marcos de Quinto, Executive Vice President and Chief Marketing Officer, will be retiring from the Company. On April 30, 2017,
Mr. de Quinto will step down from his position as Executive Vice President and Chief Marketing Officer, and he will continue with
the Company as senior creative advisor and will assist in the transition of the marketing function until his retirement on August
31, 2018. On March 20, 2017, the Company and Mr. de Quinto entered into a separation agreement detailing the terms of his retirement.
The agreement provides that Mr. de Quinto’s base salary will remain unchanged through his retirement date, his target annual
incentive will be 75% effective May 1, 2017, the Company will pay standard repatriation allowances for Mr. de Quinto to repatriate
to Spain upon retirement, he will continue to receive standard assignment-related allowances and a reduced additional annual payment
of $165,000, effective May 1, 2017, through his retirement date, the Company will make the annual payment for Mr. de Quinto’s
security in Spain in February 2018, and Mr. de Quinto’s will receive specified retirement and other benefits under the standard
terms and conditions of the plans in which he participates. With respect to annual incentives, if Mr. de Quinto remains employed
through December 31, 2017, he will receive an award for 2017, and if Mr. de Quinto remains employed through August 31, 2018, he
will receive an award for 2018, prorated for eight months, in each case, under the standard terms of the Performance Incentive
Plan. With respect to long-term incentives, Mr. de Quinto will not receive any additional equity grants, all Mr. de Quinto’s
outstanding performance share unit awards will be treated according to the existing terms of the equity plans and related agreements
and all Mr. de Quinto’s outstanding stock options awards will be exercisable according to the existing terms of the equity
plans and related agreements. In connection with the Separation Agreement, on March 20, 2017, Mr. de Quinto entered into a Full
and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality. The foregoing description is qualified in
its entirety by the agreements with Mr. de Quinto, a copy of which are attached hereto as Exhibit 10.2 and incorporated herein
by reference.