8-KLeadership Changes

COCA COLA CO 8-K Report, Executive Changes (Dec 19, 2011)

Filed December 19, 2011For Securities:KO

Summary

The Coca-Cola Company (KO) announced a significant change to its Board of Directors in an 8-K filing dated December 19, 2011. Effective December 15, 2011, the size of the Board was increased to 16 members with the election of Richard M. Daley. Mr. Daley's appointment to the Committee on Directors and Corporate Governance is also noted. This filing details Mr. Daley's compensation arrangements as a non-employee director, which will amount to $175,000 annually starting in 2012. This compensation will be a mix of cash and deferred share units, with a portion payable quarterly at his discretion. Investors should note that this appointment and compensation structure are standard for non-employee directors and do not indicate any unusual financial arrangements. The company has also attached a press release as an exhibit detailing this announcement.

Key Highlights

  • 1Richard M. Daley elected as a new Director to the Board, increasing its size to 16 members.
  • 2Mr. Daley appointed to the Committee on Directors and Corporate Governance.
  • 3New director compensation for Mr. Daley to be $175,000 annually starting in 2012.
  • 4Annual compensation for Mr. Daley includes $125,000 in deferred share units and up to $50,000 in quarterly cash or deferred share units.
  • 5Mr. Daley will receive prorated compensation for the remainder of 2011.
  • 6No transactions requiring disclosure under Item 404(a) of Regulation S-K involving Mr. Daley.
  • 7Press release announcing the election of Mr. Daley is included as an exhibit.

Frequently Asked Questions

Richard M. Daley is a newly elected Director to The Coca-Cola Company's Board. While the filing does not elaborate on the specific reasons for his appointment beyond standard governance practices, his prior public service (likely as Mayor of Chicago, though not explicitly stated in this filing) may have been a factor.

Richard M. Daley will receive annual compensation of $175,000 starting in 2012. This compensation is split into $125,000 paid in deferred share units and up to $50,000 paid in quarterly installments. These quarterly installments can be in cash or deferred share units, at Mr. Daley's discretion.

The filing explicitly states that there are no transactions in which Mr. Daley has an interest requiring disclosure under Item 404(a) of Regulation S-K, indicating no apparent conflicts of interest at the time of his appointment that necessitate public disclosure.

The Board size has been increased to 16 members, and Mr. Daley's appointment to the Committee on Directors and Corporate Governance suggests a reinforcement of the company's oversight and governance functions.