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)

April 21, 2021 (April 20, 2021)

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    o

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. o

On April 21, 2021, The Coca-Cola Company (the “Company”) announced that on April 20, 2021, Bradley M. Gayton, Senior Vice President and Global General Counsel, has been appointed to serve as Strategic Consultant to the Chairman and Chief Executive Officer of the Company, effective as of April 20, 2021 and ending April 30, 2022. In connection with the foregoing, Mr. Gayton has resigned his employment with the Company and entered into a consulting agreement with the Company. Under the consulting agreement, Mr. Gayton will receive (i) a lump sum sign-on make-whole payment in the amount of $4,000,000 upon signing of the consulting agreement, (ii) a waiver of the repayment obligations of certain benefits paid to Mr. Gayton under his original employment letter agreement dated July 15, 2020, and (iii) a consulting fee of $666,666.67, paid monthly beginning May 2021 through April 2022, in each case subject to Mr. Gayton’s continued compliance with certain restrictive covenants contained in the consulting agreement that are similar to those to which he was bound as an employee under the Company’s equity incentive award agreements. The foregoing description is qualified in its entirety by the Consulting Agreement for Mr. Gayton, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company’s April 21, 2021 press release announcing the resignation and consultancy of Mr. Gayton 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.

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.