UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 18,
2009
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other
jurisdiction
of
incorporation)
|
001-02217
(Commission
File
Number)
|
58-0628465
(IRS
Employer
Identification
No.)
|
|
One
Coca-Cola Plaza
Atlanta,
Georgia
(Address
of principal executive offices)
|
30313
(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))
|
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 18, 2009 (the “Effective
Date”), the Compensation Committee of the Board of Directors (the “Compensation
Committee”) of The Coca-Cola Company (the “Company”) amended and restated four
of the Company’s employee equity compensation plans and adopted amendments to
the related forms of stock option award agreements.
Under these amendments to The Coca-Cola
Company 1999 Stock Option Plan (the “1999 Stock Option Plan”), The Coca-Cola
Company 2002 Stock Option Plan (the “2002 Stock Option Plan”) and The Coca-Cola
Company 2008 Stock Option Plan (the “2008 Stock Option Plan”), the date on which
the vesting of options accelerates upon separation from the Company was changed
for grants on or after the Effective Date. Previously, the vesting of
options held at least 12 months accelerated at age 55 and 10 years of service or
age 60 and one (1) year of service. Under the plans as amended, the
vesting of options held at least 12 months accelerates at age 60 with 10 years
of service. In addition, The Coca-Cola Company 1989 Restricted Stock Award Plan
(the "1989 Restricted Stock Award Plan") has been amended to remove the
references to retirement as defined in the Company’s Employee Retirement Plan
and the requirement that retirement occur at least five years after the date of
the award in order for the shares to be released. Under the 1989
Restricted Stock Award Plan as amended, for awards on or after the
Effective Date, except as otherwise specified in the award, shares may be
retained upon separation from the Company on or after age 60 with 10 years of
service.
Further, the Compensation Committee amended the provision in the 1999 Stock Option Plan regarding the time period available to exercise a stock option in the event of death of the optionee in order to make that plan consistent with the 2002 Stock Option Plan and the 2008 Stock Option Plan. As a result, the time period that an option may be exercised in the event of death under the 1999 Stock Option Plan has been changed from the earlier of 12 months from the date of death and the expiration date of the option to the earlier of five (5) years from the date of death and the expiration date of the option.
The
Compensation Committee also amended the forms of stock option award agreements
related to all of these stock option plans, pursuant to which the executive
officers of the Company named in its 2009 Definitive Proxy Statement to be filed
with the Securities and Exchange Commission are entitled to receive
awards. These amendments include a mandatory and an optional
provision. The mandatory provision provides that an optionee who is
subject to the Company’s stock ownership guidelines may not sell net shares
(i.e. shares remaining after payment of the exercise price and/or taxes) of
Company common stock obtained upon exercise of an option award until the
optionee has satisfied the applicable stock ownership guidelines, and then may
sell only the number of such shares in excess of those
guidelines. The optional provision, which may be used in a stock
option award agreement at the Compensation Committee’s discretion, provides
that the optionee may not sell any of the net shares of Company common stock
obtained upon exercise of an option award until after the optionee ceases to be
employed by the Company or a Related Company (as defined in the
plans).
2
The
amendments to these equity compensation plans were approved by the Compensation
Committee pursuant to the authority granted to the Compensation Committee under
the terms of each of the respective plans. The nature of these
amendments did not require shareowner approval under the terms of the plans,
applicable law or the rules of the New York Stock Exchange.
The
foregoing descriptions of the amendments to these amended and restated equity
compensation plans and related forms of stock option award agreements are
qualified in their entirety by reference to the amended and restated plans and
amended forms of stock option award agreements, copies of which are attached
hereto as Exhibits 10.1 through 10.7 and incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
|
(d)
|
Exhibits
|
|
Exhibit
10.1
|
The
Coca-Cola Company 1989 Restricted Stock Award Plan, as Amended and
Restated through February 18, 2009
|
|
Exhibit
10.2
|
The
Coca-Cola Company 1999 Stock Option Plan, Amended and Restated through
February 18, 2009
|
|
Exhibit
10.3
|
The
Coca-Cola Company 2002 Stock Option Plan, Amended and Restated through
February 18, 2009
|
|
Exhibit
10.4
|
The
Coca-Cola Company 2008 Stock Option Plan, as Amended and Restated
Effective February 18, 2009
|
|
Exhibit
10.5
|
Form
of Stock Option Agreement in connection with The Coca-Cola 1999 Stock
Option Plan, as adopted February 18,
2009
|
|
Exhibit
10.6
|
Form
of Stock Option Agreement in connection with The Coca-Cola 2002 Stock
Option Plan, as adopted February 18,
2009
|
|
Exhibit
10.7
|
Form
of Stock Option Agreement in connection with The Coca-Cola 2008 Stock
Option Plan, as adopted February 18,
2009
|
3
|
|
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 hereunto
duly authorized.
|
THE
COCA-COLA COMPANY
(REGISTRANT)
|
|
|
Date: February
18, 2009
|
By: /s/ Harry L.
Anderson
Harry L. Anderson
Vice President and
Controller
|
4
EXHIBIT
INDEX
Exhibit
No. Description
|
Exhibit
10.1
|
The
Coca-Cola Company 1989 Restricted Stock Award Plan, as Amended and
Restated through February 18, 2009
|
|
Exhibit
10.2
|
The
Coca-Cola Company 1999 Stock Option Plan, Amended and Restated through
February 18, 2009
|
|
Exhibit
10.3
|
The
Coca-Cola Company 2002 Stock Option Plan, Amended and Restated through
February 18, 2009
|
|
Exhibit
10.4
|
The
Coca-Cola Company 2008 Stock Option Plan, as Amended and Restated
Effective February 18, 2009
|
|
Exhibit
10.5
|
Form
of Stock Option Agreement in connection with The Coca-Cola 1999 Stock
Option Plan, as adopted February 18,
2009
|
|
Exhibit
10.6
|
Form
of Stock Option Agreement in connection with The Coca-Cola 2002 Stock
Option Plan, as adopted February 18,
2009
|
|
Exhibit
10.7
|
Form
of Stock Option Agreement in connection with The Coca-Cola 2008 Stock
Option Plan, as adopted February 18,
2009
|
5