Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2018, The Coca-Cola Company (the
“Company”) announced key changes in top leadership.
Effective January 1, 2019, Brian Smith, age 62,
has been named President and Chief Operating Officer of the Company. Mr. Smith joined the Company in 1997 as Latin America Group
Manager for Mergers and Acquisitions, a role he held until July 2001. From 2001 to 2002, he worked as Executive Assistant to Brian
Dyson, then Chief Operating Officer and Vice Chairman of the Company. Mr. Smith served as President of the Brazil Division from
2002 to 2008 and President of the Mexico business unit from 2008 through 2012. Mr. Smith was appointed President of the Latin America
Group in January 2013 and served in that role until his appointment in August 2016 to his current position as President of the
Europe, Middle East and Africa Group. James Quincey, the Company’s current President and Chief Executive Officer, will continue
as Chief Executive Officer of the Company following Mr. Smith’s succession to the position of President and Chief Operating
Officer.
On
October 18, 2018, the Company announced that Kathy Waller, Executive Vice President, Chief Financial Officer and President, Enabling
Services, will be retiring from the Company. On December 31, 2018, Ms. Waller will step down from her position as President, Enabling
Services and will continue with the Company as Executive Vice President and Chief Financial Officer until her retirement on March
15, 2019. On October 17, 2018, the Company provided Ms. Waller a letter detailing the terms of her separation. The letter provides
that Ms. Waller will receive severance benefits under the terms of The Coca-Cola Severance Pay Plan, contingent upon entry
into a customary release and agreement on competition, trade secrets and confidentiality. With respect to annual incentives, if
Ms. Waller remains employed through March 15, 2019, she will receive an award for 2019, prorated for two and one-half months under
the standard terms of the Performance Incentive Plan. With respect to long-term incentives, Ms. Waller will not receive any additional
equity grants and all of Ms. Waller’s outstanding performance share unit awards and stock option awards will be treated according
to the existing terms of the equity plans and related agreements. Ms. Waller’s retirement benefits will consist of those
benefits accrued and vested under the standard terms and conditions of the plans in which she participates, including health and
welfare coverage. 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
October 18, 2018, the Company announced that John Murphy, age 56, will succeed Ms. Waller as Chief Financial Officer of the Company.
For a transition period effective January 1, 2019, Mr. Murphy will serve as Senior Vice President and Deputy Chief Financial Officer.
Mr. Murphy will assume the role of Executive Vice President and Chief Financial Officer on March 16, 2019, following Ms. Waller’s
retirement. Mr. Murphy joined the Company in 1988 as an International Internal Auditor. In 1991, he moved to Coca-Cola Japan
and served as Executive Assistant to the Chief Financial Officer of Coca-Cola Japan. Mr. Murphy served in various finance, planning
and operations roles with expanded responsibilities at Coca-Cola Japan and subsequently worked for F&N Coca-Cola Ltd., the Coca-Cola bottling
partner in Singapore. He rejoined the Company in 1996 as Region Manager in Indonesia. From March 2000 to November 2000,
Mr. Murphy served as Vice President of Business Systems in Coca-Cola North America, and from December 2000 to March 2004, he served
as Executive Vice President and Chief Financial Officer of Coca-Cola Japan. From April 2004 to May 2005, he served as Deputy President
of Coca-Cola Japan and in June 2005, he was appointed Vice President of Strategic Planning of the Company, a position he held until
he became President of the Latin Center business unit in October 2008. Mr. Murphy was appointed President of the South Latin business
unit in January 2013 and served in that role until his appointment in August 2016 to his current position as President of the Asia
Pacific Group.
On October 18, 2018, the Company provided Messrs.
Smith and Murphy with letters to confirm their new positions and set forth the primary compensation elements that will be effective
commencing January 1, 2019. Pursuant to Mr. Smith’s letter, his base salary will be $850,000 effective as of January 1, 2019.
Mr. Smith will continue to be eligible to participate in the Company’s Performance Incentive Plan and Long-Term Incentive
programs, and the Compensation Committee of the Board of Directors (the “Compensation Committee”) set Mr. Smith’s
target annual incentive at 175% of his annual base salary. Mr. Smith will continue to be subject to the Company’s share ownership
guidelines, and he will receive certain additional benefits described therein. Pursuant to Mr. Murphy’s letter, his base
salary will be $800,000 effective as of January 1, 2019. Mr. Murphy will continue to be eligible to participate in the Company’s
Performance Incentive Plan and Long-Term Incentive programs, and the Compensation Committee set Mr. Murphy’s target annual
incentive at 125% of his annual base salary. Mr. Murphy will continue to be subject to the Company’s share ownership guidelines,
and he will participate in the Company’s Global Mobility Policy for a period of two years.
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 2018 Annual Meeting of Shareowners filed with the Securities and Exchange
Commission on March 8, 2018. The foregoing description is qualified in its entirety by the letters for Messrs. Smith and Murphy,
copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.