8-K: Current report filing
Published on February 23, 2005
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 17, 2005
THE COCA-COLA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-02217 58-0628465
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(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))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
At its February 17, 2005 meeting, the Compensation Committee of the Board
of Directors of The Coca-Cola Company (the "Company") took the following
actions:
(1) The Compensation Committee approved participants, targets and measures
for annual incentives to be paid in 2006 for 2005 performance. The
approved measures for annual performance are net income, gross profit
and volume (for those with corporate responsibilities) and profit
before taxes, net income, gross profit and volume (for those with
operating unit responsibilities).
(2) The Compensation Committee granted to E. Neville Isdell, Chairman of
the Board and Chief Executive Officer of the Company, options to
acquire 620,690 shares of Company Common Stock at an exercise price of
$43.08. The award was made pursuant to The Coca-Cola Company 2002
Stock Option Plan (the "Plan"). The options have a ten-year term and
vest one-fourth on the first, second, third and fourth anniversaries
of the grant date. The grant provides for specific vesting and
exercise provisions in the event of Mr. Isdell's retirement. A copy of
the form of Stock Option Grant Agreement for Mr. Isdell is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
(3) The Compensation Committee granted to Mr. Isdell a Performance Share
Unit Award under The Coca-Cola Company 1989 Restricted Stock Award
Plan (the "Restricted Stock Plan"). The award is for the 2005-2007
performance period. The target award for Mr. Isdell is 139,740
Performance Share Units with a threshold award of 97,228, and a
maximum award of 209,610 Performance Share Units. The performance
measure for the award is compound annual growth in earnings per share.
The agreement provides for specific provisions in the event of
Mr. Isdell's retirement. A copy of the form of Performance Share Unit
Award Agreement for Mr. Isdell is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
(4) The Compensation Committee approved certain housing allowances for
Mary E. Minnick, Executive Vice President of the Company and President
and Chief Operating Officer, Asia in connection with her international
assignment. A copy of the letter from the Company to Ms. Minnick is
attached hereto as Exhibit 99.3 and incorporated herein by reference.
Item 9.01(c). Exhibits
Exhibit 99.1 Form of Stock Option Agreement for E. Neville Isdell
Exhibit 99.2 Form of Performance Share Unit Award Agreement for E. Neville
Isdell
Exhibit 99.3 Letter from The Coca-Cola Company to Mary E. Minnick
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 23, 2005 By: ______________________________
Sharon R. B. Case
Vice President and Deputy General
Counsel
Exhibit Index
Exhibit No.
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Exhibit 99.1 Form of Stock Option Agreement for E. Neville Isdell
Exhibit 99.2 Form of Performance Share Unit Award Agreement for E. Neville
Isdell
Exhibit 99.3 Letter from The Coca-Cola Company to Mary E. Minnick