Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 19, 2023
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
Atlanta,
Georgia
30313
(Address of principal executive offices)
(Zip Code)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2023, the Board of Directors of The Coca-Cola Company (the “Company”) increased the size of the Board to 14 members and elected Thomas S. Gayner as a Director of the Company, effective immediately. Mr. Gayner was also appointed to the Board’s Finance Committee.
Mr. Gayner will participate in The Coca-Cola Company Directors’ Plan (the “Compensation Plan”), pursuant to which in 2023 he will be entitled to a prorated portion of the annual compensation paid to outside directors, consisting of $90,000 to be paid in quarterly installments in cash and $200,000 to be paid in deferred share units. The Compensation Plan is described further starting on page 42 of the Company’s 2023 Proxy Statement.
There are no transactions in which Mr. Gayner has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Gayner and any other persons pursuant to which he was selected as a director.
A copy of the Company’s press release announcing the election of Mr. Gayner to the Board is furnished with this report as Exhibit 99.1.
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: July 19, 2023
By:
/s/ Monica Howard Douglas
Monica Howard Douglas Senior Vice President and General Counsel