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):

August 20, 2020

COCA COLA CO

(Exact name of Registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2020, The Coca-Cola Company (the “Company”) announced that James L. Dinkins, Senior Vice President and President, Coca-Cola North America, will be retiring from the Company. Effective immediately, Mr. Dinkins will step down from his position as President, Coca-Cola North America, and he will serve as a senior advisor until his retirement on February 28, 2021.

On August 20, 2020, the Company and Mr. Dinkins entered into a Separation Agreement detailing the terms of his retirement. The Separation Agreement provides that Mr. Dinkins will receive severance benefits under the terms of The Coca-Cola Company Severance Pay Plan. With respect to annual incentives, if Mr. Dinkins remains employed through December 31, 2020, he will be eligible for an annual incentive award for 2020, and if he remains employed through February 28, 2021, he will be eligible for an annual incentive award for 2021, prorated for two months. With respect to long-term incentives, Mr. Dinkins will not receive any additional equity grants and all of Mr. Dinkins’ outstanding performance share unit awards and stock option awards will be treated according to the existing terms of the equity plans and related agreements. Mr. Dinkins’ retirement benefits will consist of those benefits accrued and vested under the standard terms and conditions of the plans in which he participates, including health and welfare coverage. The foregoing description is qualified in its entirety by the Separation Agreement for Mr. Dinkins, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

The Company’s August 24, 2020 press release announcing the retirement of Mr. Dinkins is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

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.