Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced on December 9, 2016,
James Quincey, currently President and Chief Operating Officer, will become President and Chief Executive Officer of The Coca-Cola
Company (the “Company”) effective May 1, 2017. In addition, Muhtar Kent, the Company’s current Chairman of the Board
of Directors and Chief Executive Officer, will continue as Chairman of the Board of Directors following Mr. Quincey’s succession
to the position of Chief Executive Officer. On April 27, 2017, the Company provided Messrs. Quincey and Kent with letters to confirm
their new positions and set forth the primary compensation elements that will be effective commencing May 1, 2017.
Pursuant to Mr. Quincey’s letter, his base
salary will be $1,300,000 effective as of May 1, 2017. Mr. Quincey will continue to be eligible to participate in the Company’s
Performance Incentive Plan and Long-Term Incentive programs, he will continue to be subject to the Company’s share ownership
guidelines, he will cease to participate in the international service program effective as of May 1, 2017, and he will receive
certain additional benefits described therein.
Pursuant to Mr. Kent’s letter, his base
salary will be $1,000,000 effective as of May 1, 2017. For a transition period, not to exceed one year, Mr. Kent’s annual
incentive target will remain the same. Any future long-term incentive awards will be solely at the discretion of the Compensation
Committee of the Board of Directors. Mr. Kent will remain eligible for benefits and programs on the same terms as are in place
today during the transition period, and he will continue to be subject to the Company’s share ownership guidelines. The Compensation
Committee and the Board of Directors at a later date will re-evaluate pay and any eligible benefit and program arrangements to
be effective after the transition period.
In addition, Mark Randazza, currently Vice President,
Assistant Controller and Chief Accounting Officer, was appointed Principal Accounting Officer of the Company, effective May, 1,
2017, and will lead Financial Services, focusing on all aspects of internal and external accounting and reporting for the Company.
Mr. Randazza, age 51, has been Assistant Controller and Chief Accounting Officer of The Coca-Cola Company since 2014. Mr. Randazza
began his career with the Company in 1992 as a Senior Accountant and went on to serve in roles of increasing responsibility, including
as Supervisor of Treasury Accounting, Finance Manager and Director of Accounting Research and Financial Reporting, leading to his
appointment as Assistant Controller and Chief Accounting Officer. On April 27, 2017, the Company provided Mr. Randazza with a letter
to confirm his new position and set forth the primary compensation elements that will be effective commencing May 1, 2017. Pursuant
to the letter, Mr. Randazza’s initial base salary for the new position will be effective as of May 1, 2017, and he will continue
to be eligible to participate in the Company’s Performance Incentive Plan and Long-Term Incentive programs.
Details regarding base salary determinations,
the Performance Incentive Plan and the Long-Term Incentive programs 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 letters for Messrs. Quincey, Kent and
Randazza, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual
Meeting of Shareowners of the Company was held on Wednesday, April 26, 2017, in Atlanta, Georgia. The results of the matters
submitted to a vote of the shareowners at the meeting are set forth below. Pursuant to Delaware law and the Company’s By-Laws,
abstentions and broker non-votes are not considered votes cast and do not affect the outcome of the votes. Therefore, only votes
for and against each matter are included in the percentages below.
(a)
Item 1. Election of Directors
. Shareowners elected each of
the persons named below as Directors for a term expiring in 2018 as follows:
|
FOR
|
% FOR
|
AGAINST
|
% AGAINST
|
ABSTENTIONS
|
BROKER
NON-VOTES
|
Herbert A. Allen
|
3,132,638,192
|
98.62
|
43,748,881
|
1.38
|
6,400,400
|
586,825,202
|
Ronald W. Allen
|
3,100,686,004
|
97.61
|
75,816,086
|
2.39
|
6,285,427
|
586,825,202
|
Marc Bolland
|
3,159,547,183
|
99.48
|
16,661,798
|
0.52
|
6,578,382
|
586,825,202
|
Ana Botín
|
3,117,208,289
|
98.13
|
59,346,748
|
1.87
|
6,232,108
|
586,825,202
|
Richard M. Daley
|
3,139,302,724
|
98.85
|
36,616,945
|
1.15
|
6,867,476
|
586,825,202
|
Barry Diller
|
3,036,254,321
|
95.58
|
140,453,657
|
4.42
|
6,079,785
|
586,825,202
|
Helene D. Gayle
|
3,120,350,219
|
98.23
|
56,167,462
|
1.77
|
6,270,082
|
586,825,202
|
Alexis M. Herman
|
3,093,065,095
|
97.36
|
83,737,025
|
2.64
|
5,985,643
|
586,825,202
|
Muhtar Kent
|
3,108,296,014
|
98.13
|
59,112,758
|
1.87
|
15,239,522
|
586,825,202
|
Robert A. Kotick
|
3,158,964,724
|
99.48
|
16,437,424
|
0.52
|
7,385,615
|
586,825,202
|
Maria Elena Lagomasino
|
3,102,965,754
|
97.68
|
73,722,492
|
2.32
|
6,099,517
|
586,825,202
|
Sam Nunn
|
3,085,371,688
|
97.11
|
91,683,677
|
2.89
|
5,732,398
|
586,825,202
|
James Quincey
|
3,160,829,815
|
99.50
|
15,988,397
|
0.50
|
5,969,230
|
586,825,202
|
David B. Weinberg
|
3,159,095,945
|
99.47
|
16,928,997
|
0.53
|
6,760,204
|
586,825,202
|
Item 2. Advisory Vote to Approve Executive
Compensation
. Votes regarding this advisory proposal were as follows:
Votes Cast For:
|
|
|
2,381,353,106
|
|
|
|
75.29
|
%
|
Votes Cast Against:
|
|
|
781,735,312
|
|
|
|
24.71
|
%
|
Abstentions:
|
|
|
19,660,514
|
|
|
|
|
|
Broker Non-Votes:
|
|
|
586,825,202
|
|
|
|
|
|
Item 3. Advisory Vote on the Frequency
of Future Advisory Votes to Approve Executive Compensation
. Votes regarding this advisory proposal were as follows:
Votes Cast For One Year:
|
|
|
2,904,650,119
|
|
|
|
91.64
|
%
|
Votes Cast For Two Years:
|
|
|
9,583,084
|
|
|
|
0.30
|
%
|
Votes Cast For Three Years:
|
|
|
255,581,998
|
|
|
|
8.06
|
%
|
Abstentions:
|
|
|
12,949,353
|
|
|
|
|
|
Broker Non-Votes:
|
|
|
586,825,202
|
|
|
|
|
|
After considering these results, and consistent
with its own recommendation, the Board of Directors has determined to continue to provide the Company’s shareowners with
an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.
Item 4. Ratification of the Appointment
of Ernst & Young LLP as Independent Auditors
. Votes regarding this proposal were as follows:
Votes Cast For:
|
|
|
3,696,669,348
|
|
|
|
98.38
|
%
|
Votes Cast Against:
|
|
|
60,807,663
|
|
|
|
1.62
|
%
|
Abstentions:
|
|
|
12,084,971
|
|
|
|
|
|
Broker Non-Votes:
|
|
|
N/A
|
|
|
|
|
|
Item 5. Shareowner Proposal Regarding
a Human Rights Review
. Votes regarding this proposal were as follows:
Votes Cast For:
|
|
|
54,141,715
|
|
|
|
1.76
|
%
|
Votes Cast Against:
|
|
|
3,030,368,667
|
|
|
|
98.24
|
%
|
Abstentions:
|
|
|
98,277,381
|
|
|
|
|
|
Broker Non-Votes:
|
|
|
586,825,202
|
|
|
|
|
|