Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
On August 23, 2018, Coca-Cola Bottling Co. Consolidated (the
Company) announced that on August 22,
2018 the Companys Board of Directors (the Board) elected David M. Katz to be the Companys President and Chief Operating Officer, effective December 31, 2018,
and elected Henry W. Flint, the Companys current President and Chief Operating Officer, to be Vice Chairman of the Board, also effective December 31, 2018. Following Mr. Katzs succession to the position of President and Chief
Operating Officer, Mr. Flint will remain a member of the Board and an officer of the Company. A copy of the Companys news release announcing these changes is attached as Exhibit 99.1.
The Company also announced that on August 22, 2018 the Board elected Mr. Katz as a director of the Company effective
December 31, 2018, with a term expiring at the Companys 2019 annual meeting of stockholders, and that Mr. Katz will replace Mr. Flint as a member of the Executive Committee of the Board, also effective December 31, 2018.
Mr. Katz, age 49, has served in a variety of executive roles since joining the Company in January 2013. Since January 2018, he has
served as the Companys Executive Vice President and Chief Financial Officer. Prior to this, he served in a variety of roles, including Executive Vice President, Product Supply and Culture & Stewardship, Executive Vice President of
human resources, product supply and culture and stewardship, Assistant to the Chairman, and Senior Vice President. Prior to joining the Company, Mr. Katz served in multiple roles with Coca-Cola Refreshments USA, Inc. (CCR) and its
predecessor, Coca-Cola Enterprises, Inc. (CCE), including Senior Vice President Midwest Region for CCR and Vice President, Sales Operations for CCEs East Business Unit. From 2008 to 2010, he also served as Chief Procurement Officer
and as President and Chief Executive Officer of Coca-Cola Bottlers Sales and Services Company, LLC.
In connection with
Mr. Katzs election to President and Chief Operating Officer, the Compensation Committee of the Board approved certain changes to his compensation, all effective December 31, 2018. Mr. Katzs base salary will increase from
$625,000 to $700,000, his 2019 target bonus award under the Companys Annual Bonus Plan will increase from 75% to 100% of his base salary, and his target award under the Companys Long-Term Performance Plan for the 2019 2021
performance period will increase from 75% to 100% of his base salary. Mr. Katz has no family relationships with any director or executive officer of the Company, there are no arrangements or understandings between Mr. Katz and any other
persons pursuant to which he was selected as the Companys President and Chief Operating Officer or as a member of the Board, and there have been no transactions involving the Company and Mr. Katz that the Company would be required to
disclose pursuant to Item 404(a) of Regulation
S-K.
Mr. Flint, age 63, has been the
President and Chief Operating Officer of the Company since August 2012 and a member of the Board since April 2007. Since joining the Company in 2004, Mr. Flint has served in a number of executive roles, including as Vice Chairman of the Board
from April 2007 to August 2012, as Executive Vice President and Assistant to the Chairman from July 2004 to April 2007, and as Secretary of the Company from March 2000 to August 2012. In connection with the transition and Mr. Flints
election to Vice Chairman of the Board, the Compensation Committee of the Board approved certain changes to his compensation, all effective December 31, 2018. Mr. Flints base salary as of December 31, 2018 will be $500,000, and
he will not participate in future target bonus awards under the Companys Annual Bonus Plan or Long-Term Performance Plan.