Coca-Cola Company (The)

On March 1, 2022, Robert A. Kotick provided notice to The Coca-Cola Company (the “Company”) of his intention not to stand for reelection at the Company’s 2022 Annual Meeting of Shareowners (the “2022 Annual Meeting”). Mr. Kotick will remain a director until the 2022 Annual Meeting. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On February 16, 2022, the Talent and Compensation Committee of the Board of Directors (the Committee”) of The Coca-Cola Company (the “Company”) adopted amended form award agreements for performance share units, stock options and restricted stock units (the “Award Agreements”) to be granted under The Coca-Cola Company 2014 Equity Plan, as amended (the “Equity Plan”). The Award Agreements were amended to reduce the exercise time at death to one year for options, to allow vesting to continue if an individual transfers to an affiliate of the Company in certain situations, to remove proration for certain involuntary termination events and to remove the service requirement for certain vesting provisions after age 60 for all termination events, in addition to immaterial administrative updates.

On December 17, 2021, the Board of Directors of The Coca-Cola Company (the “Company”) increased the size of the Board to 12 members and elected Herbert A. Allen III as a Director of the Company. Mr. Allen was appointed to the Finance Committee, effective immediately following his election. Mr. Allen will participate in The Coca-Cola Company Directors’ Plan, effective January 1, 2020 (the “Compensation Plan”), pursuant to which in 2021 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 36 of the Company’s proxy statement for its 2021 Annual Meeting of Shareowners filed with the Securities and Exchange Commission on March 4, 2021. There are no transactions in which Mr.

On August 18, 2021, Herbert A. Allen notified The Coca-Cola Company (“Company”) of his decision to retire from the Board of Directors, effective August 18, 2021. A copy of the Company’s press release announcing Mr. Allen’s retirement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On April 21, 2021, The Coca-Cola Company (the “Company”) announced that on April 20, 2021, Bradley M. Gayton, Senior Vice President and Global General Counsel, has been appointed to serve as Strategic Consultant to the Chairman and Chief Executive Officer of the Company, effective as of April 20, 2021 and ending April 30, 2022. In connection with the foregoing, Mr. Gayton has resigned his employment with the Company and entered into a consulting agreement with the Company. Under the consulting agreement, Mr. Gayton will receive (i) a lump sum sign-on make-whole payment in the amount of $4,000,000 upon signing of the consulting agreement, (ii) a waiver of the repayment obligations of certain benefits paid to Mr.

On February 18, 2021, the Talent and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of The Coca-Cola Company (the “Company”) approved a special one-time incentive payment to senior executives, including the Named Executive Officers, equating to 30% of their annual target bonus amount that had been set in February 2020 under The Coca-Cola Company Performance Incentive Plan. The Committee determined this amount was appropriate based on collective leadership efforts that led to improved performance trends in the second half of the year, resilience of the organization in the face of the COVID-19 pandemic and successful strategic reorganization of the Company.

On December 8, 2020, the Talent and Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Coca-Cola Company (the “Company”) adopted (i) an amendment and restatement of the Performance Incentive Plan of The Coca-Cola Company (the “A&R Performance Incentive Plan”), and (ii) an amendment and restatement of The Coca-Cola Company 2014 Equity Plan (the “A&R Equity Plan”), each effective as of January 1, 2021.

As discussed above, the Company will create nine new operating units in order to help streamline the organization by replacing current business units and groups. The Company’s current model includes 17 business units that sit under four geographical segments, plus Global Ventures and the Bottling Investments Group. Moving forward, the operational side of the business will consist of nine operating units that will sit under our four geographical segments, along with Global Ventures and the Bottling Investments Group. Upon completion of these structural changes, Manuel Arroyo will continue in his role as Chief Marketing Officer but will no longer serve as President, Asia Pacific Group.

On August 24, 2020, The Coca-Cola Company (the “Company”) announced that James L. Dinkins, Senior Vice President and President, Coca-Cola North America, will be retiring from the Company. Effective immediately, Mr. Dinkins will step down from his position as President, Coca-Cola North America, and he will serve as a senior advisor until his retirement on February 28, 2021. On August 20, 2020, the Company and Mr. Dinkins entered into a Separation Agreement detailing the terms of his retirement. The Separation Agreement provides that Mr. Dinkins will receive severance benefits under the terms of The Coca-Cola Company Severance Pay Plan. With respect to annual incentives, if Mr.

On January 14, 2020, Ronald W. Allen provided notice to The Coca-Cola Company (the “Company”) of his intention not to stand for reelection at the Company’s 2020 Annual Meeting of Shareowners (the “2020 Annual Meeting”). Mr. Allen will remain a director and maintain his committee memberships through the 2020 Annual Meeting. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On February 18, 2019, Richard M. Daley provided notice to The Coca-Cola Company (the “Company”) of his intention not to stand for reelection at the Company’s 2019 Annual Meeting of Shareowners (the “2019 Annual Meeting”). Mr. Daley will maintain his committee memberships through the 2019 Annual Meeting. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On December 4, 2018, Muhtar Kent provided notice to The Coca-Cola Company (the “Company”) of his intention not to stand for re-election at the Company’s 2019 Annual Meeting of Shareowners (the “2019 Annual Meeting”) and to resign from Chairman of the Board of Directors (the “Board”) on that same date. In addition, on December 4, 2018, Sam Nunn provided notice to the Company of his intention not to stand for re-election at the 2019 Annual Meeting. Messrs. Kent and Nunn will remain Chairman of the Board and Lead Independent Director, respectively, and will maintain their committee memberships, through the 2019 Annual Meeting. On December 6, 2018, the Board elected James Quincey, who currently serves as the Company’s President and Chief Executive Officer, to serve as Chairman of the Board following Mr. Kent’s retirement, contingent on Mr.

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.

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.

On December 8, 2017, The Coca-Cola Company (the “Company”) announced that Irial Finan, Executive Vice President and President, Bottling Investments Group, will be retiring from the Company. On December 31, 2017, Mr. Finan will step down from his position as Executive Vice President and President, Bottling Investments Group, and he will continue to serve as an executive advisor until his retirement on March 31, 2018. On December 7, 2017, the Company and Mr. Finan entered into a Separation Agreement detailing the terms of his retirement. The Separation Agreement provides that Mr. Finan will receive severance benefits under the terms of The Coca-Cola Severance Pay Plan. With respect to annual incentives, if Mr. Finan remains employed through December 31, 2017, he will receive an award for 2017, and if Mr.

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.

On March 23, 2017, The Coca-Cola Company (the “Company”) announced a number of senior leadership appointments to drive its ongoing transformation into a growth-oriented, consumer-centered, total beverage company (the “Company’s Transformation”), which will be effective on May 1, 2017, when President and Chief Operating Officer James Quincey becomes Chief Executive Officer. Effective May 1, 2017, Kathy N. Waller, currently Executive Vice President and Chief Financial Officer, will assume expanded responsibility for the Company’s strategic governance areas as Executive Vice President, Chief Financial Officer and President Enabling Services. In this role, Ms. Waller will lead the Company’s Global Finance organization, the Global Technical team, a newly created Integrated Services team and a new Business Transformation team. On March 22, 2017, the Company provided Ms.

On February 15, 2017, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Coca-Cola Company (the “Company”) adopted updated form award agreements for performance share units, stock options and restricted stock units (the “Award Agreements”), which will be used to evidence grants of awards to eligible employees, including executive officers, under The Coca-Cola Company 2014 Equity Plan, as amended (the “Equity Plan”). The Award Agreements were adopted to update certain data privacy and country-specific provisions, and, for certain retention awards, to remove accelerated vesting upon attaining a specified age and service.

On December 9, 2016, The Coca-Cola Company (the "Company") announced that James Quincey, President and Chief Operating Officer, was elected Chief Executive Officer of the Company, effective May 1, 2017. Mr. Quincey will continue as President of the Company. In addition, the Company announced that 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. The Company also announced that the Board of Directors intends to nominate Mr. Quincey to stand for election as a director at the 2017 Annual Meeting of Shareowners. Mr. Quincey, age 51, was named the Company's President and Chief Operating Officer in August 2015. Prior to this role, Mr. Quincey served as President of the Company's Europe Group. Mr.

(b) On December 8, 2016, Howard G. Buffett provided notice to the Chairman of the Board of Directors of The Coca-Cola Company (the “Company”) of his intention not to stand for re-election at the Company’s 2017 Annual Meeting of Shareowners. Mr. Buffett will remain on the Board of Directors and maintain his committee membership until the 2017 Annual Meeting of Shareowners. A copy of the press release issued by the Company announcing Mr. Buffett’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b) On September 21, 2016, Evan G. Greenberg informed The Coca-Cola Company (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”), effective as of October 1, 2016, due to the increase in demands on his time, particularly following the acquisition by ACE Limited (renamed Chubb Limited) of The Chubb Corporation earlier this year. As a result, his resignation will allow him to devote more time and attention to other business commitments and pursuits, including as Chairman and Chief Executive Officer of Chubb Limited. Mr. Greenberg did not communicate to the Company any disagreement with the Company regarding its operations, policies or practices in connection with his resignation, nor is the Company aware of any such disagreement. The Company is grateful to Mr.

On February 17, 2016, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Coca-Cola Company (the “Company”) amended and restated The Coca-Cola Company Performance Incentive Plan (the “Performance Incentive Plan”) and The Coca-Cola Company 2014 Equity Plan (the “Equity Plan” and together with the Performance Incentive Plan, the “Plans”).