CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on February 19, 2009
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ADDRESS
REPLY TO
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Carol
Crofoot Hayes
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P.O.
Box 1734
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Associate
General Counsel and Secretary
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Atlanta,
GEORIGIA 30301
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404
676-5622
FAX:
404 676-8409
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February 19, 2009
Mr. John
Reynolds
Assistant
Director
Division
of Corporation Finance
Office of
Beverages, Apparel and Health Care Services
United
States Securities and Exchange Commission
100 F
Street, N.E.
Mail Stop
3561
Washington,
D.C. 20549
RE: The
Coca-Cola Company
Form 10-K for Fiscal Year Ended
December 31, 2007
Schedule
14A filed March 3, 2008
File No. 1-02217
Dear Mr.
Reynolds:
This letter follows our most recent
letter dated October 31, 2008 regarding the comment set forth in your letter of
May 6, 2008 concerning the Form 10-K for the fiscal year ended December 31, 2007
of The Coca-Cola Company (the “Company”) and the Definitive Proxy Statement on
Schedule 14A filed by the Company with the Securities and Exchange Commission on
March 3, 2008 (the “2008 Proxy Statement”).
In its
letter, the staff requested that the Company publicly disclose the business
performance targets used to compute the annual incentive award to the Company’s
named executive officers under the Performance Incentive Plan of The Coca-Cola
Company (the “Plan”). As the Company has explained in its prior
correspondence, the performance targets are confidential and if disclosed would,
in the Company’s view, result in substantial competitive harm to the Company by
enabling competitors to ascertain critical elements of the Company’s business
plan and pricing strategy.
Following
our most recent letter to the staff, we engaged in discussions with you and
other members of the staff concerning this matter. Following those
discussions, the staff informed us that it is not inclined to agree with the
Company’s position and suggested that the Company disclose the range of the two
business performance targets that would result in payouts under the Plan in
addition to the personal performance factors associated with computing the
annual incentive for each named executive officer.
Securities and Exchange Commission
February 19, 2009
As a
direct result of the staff’s position, the Compensation Committee of the Board
of Directors of the Company has decided not to use the formula described in the
2008 Proxy Statement for calculating awards to the named executive officers and
will instead award bonuses on an entirely discretionary basis, without utilizing
the matrix described in the 2008 Proxy Statement. Because bonus
awards to named executive officers will not be based on the formula or the
matrix, disclosure of the performance targets reflected in the matrix are not
material to an understanding of any compensation paid to the named executive
officers for 2008 or to the Company’s current compensation
programs.
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Sincerely,
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/s/
Carol Crofoot Hayes
Carol
Crofoot Hayes
Associate
General Counsel and Secretary
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cc: E.
Neville Isdell, Chairman of the Board
Muhtar Kent, President and Chief
Executive Officer
Gary P. Fayard, Executive Vice
President and Chief Financial Officer
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