Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 15, 2018



(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


One Coca-Cola Plaza

Atlanta, Georgia

(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))


  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 o


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. o



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 15, 2018, The Coca-Cola Company (the “Company”) provided a letter to Muhtar Kent, Chairman of the Board of Directors, to confirm his primary compensation elements. Pursuant to Mr. Kent’s letter, his base salary will continue to be $1,000,000. 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 and he 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 Mr. Kent, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits






Exhibit No.   Description
10.1Letter, dated February 15, 2018, from the Company to Muhtar Kent




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 hereunto duly authorized.






Date:  February 20, 2018 By:    /s/ Bernhard Goepelt  
    Bernhard Goepelt  
    Senior Vice President, General Counsel and
Chief Legal Counsel