8-KLeadership ChangesExhibits & Filings

COCA COLA CO 8-K Report, Executive Changes (Dec 10, 2020)

Filed December 10, 2020For Securities:KO

Summary

This 8-K filing from The Coca-Cola Company (KO) on December 10, 2020, details significant updates to its executive compensation plans. Specifically, the Talent and Compensation Committee of the Board of Directors has adopted amendments and restatements to the Performance Incentive Plan and the 2014 Equity Plan, effective January 1, 2021. These changes are largely administrative and technical in nature. Key adjustments include the removal of provisions related to Section 162(m) of the Internal Revenue Code, impacted by the Tax Cuts and Jobs Act of 2017, and updates to metrics and definitions for improved flexibility and administrative efficiency. Notably, a retirement rule requiring prorated award payments for certain participants upon termination after age 55 with 10 years of service has also been removed from the Performance Incentive Plan. These amendments, approved by the Compensation Committee, do not require shareholder approval.

Key Highlights

  • 1Coca-Cola amended and restated its Performance Incentive Plan and 2014 Equity Plan, effective January 1, 2021.
  • 2The amendments are primarily administrative and technical.
  • 3Provisions related to Section 162(m) of the Internal Revenue Code (due to the Tax Cuts and Jobs Act of 2017) have been removed.
  • 4Plan metrics and defined terms have been updated for flexibility and administrative ease.
  • 5A retirement rule requiring prorated incentive awards for participants aged 55+ with 10+ years of service has been removed from the Performance Incentive Plan.
  • 6The Compensation Committee approved these changes, and no shareholder approval is required.
  • 7The full text of the amended plans are attached as exhibits to the filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on amendments and restatements to The Coca-Cola Company's executive compensation plans, specifically the Performance Incentive Plan and the 2014 Equity Plan, which are effective January 1, 2021.

The key changes include administrative and technical updates. These involve removing provisions affected by the Tax Cuts and Jobs Act of 2017 concerning Section 162(m) of the Internal Revenue Code, updating metrics and definitions for better plan flexibility, and eliminating a specific prorated award rule for retirees with substantial service.

These amendments are primarily administrative and technical adjustments to the plans governing future awards and compensation arrangements. They are not expected to directly alter existing vested awards, but rather to update the framework for how future incentives and equity grants will be structured and administered.

The changes were made to align the plans with current tax laws (specifically the elimination of certain performance-based compensation exceptions under Section 162(m) due to the Tax Cuts and Jobs Act of 2017) and to improve the administrative efficiency and flexibility of the incentive and equity programs.