| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
5.02(b), (c) and (e)
On July 21, 2022, The Coca-Cola
Company (the “Company”) announced that Brian J. Smith, President and Chief Operating Officer, will be retiring from the Company.
On September 30, 2022, Mr. Smith will step down from his position as President and Chief Operating Officer, and he will continue with
the Company as a senior executive until his retirement on February 28, 2023. On July 21, 2022, the Company provided Mr. Smith with a letter
to confirm his senior executive position and set forth the primary compensation elements associated with the position. Pursuant to Mr.
Smith’s letter, his base salary and annual target incentive will remain unchanged through his retirement date. Mr. Smith will be
eligible to receive annual incentive awards for 2022 and through the date of his retirement in 2023, at the discretion of the Talent
and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). Mr. Smith
will not receive any additional long-term incentive grants. Mr. Smith’s retirement benefits will otherwise consist of those
benefits provided for under the standard terms and conditions of the plans in which he participates.
On July 21, 2022, the Company
also announced that John Murphy, Executive Vice President and Chief Financial Officer, will become President and Chief Financial Officer,
effective October 1, 2022. On July 21, 2022, the Company provided Mr. Murphy with a letter to confirm his new position and set forth the
primary compensation elements that will be effective commencing October 1, 2022. Pursuant to the letter, Mr. Murphy’s base salary
will be $1,025,000. Mr. Murphy will continue to be eligible to participate in the Company’s annual and long-term incentive programs,
and the Committee adjusted Mr. Murphy’s target annual incentive to 150% of his annual base salary. Mr. Murphy will continue to be
subject to the Company’s share ownership guidelines and he will receive certain additional benefits described in Mr. Murphy’s
letter.
The foregoing descriptions
are qualified in their entirety by the letters for Messrs. Smith and Murphy, copies of which are attached hereto as Exhibits 10.1 and
10.2, respectively, and incorporated herein by reference. Details regarding the Company’s annual and long-term incentive programs
are included in the Compensation Discussion and Analysis section of the Company’s proxy statement for the 2022 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission on March 11, 2022 (“2022 Proxy Statement”).
A copy of the Company’s
press release announcing the retirement of Mr. Smith and Mr. Murphy’s new role as President and Chief Financial Officer is furnished
to this report as Exhibit 99.1.
5.02(d)
On July 19, 2022, the Board
increased the size of the Board to 12 members and elected Carolyn Everson as a Director of the Company. Ms. Everson was also appointed
to the Talent and Compensation Committee, effective immediately following her election.
Ms. Everson will participate
in The Coca-Cola Company Directors’ Plan, effective January 1, 2020 (the “Compensation Plan”), pursuant to which in
2022 she will be entitled to a prorated portion of the annual compensation paid to outside directors, consisting of $90,000 to be paid
in quarterly installments in cash and $200,000 to be paid in deferred share units. The Compensation Plan is described further starting
on page 37 of the Company’s 2022 Proxy Statement.
There are no transactions
in which Ms. Everson has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding
between Ms. Everson and any other persons pursuant to which she was selected as a director.
A copy of the Company’s
press release announcing the election of Ms. Everson to the Board is furnished to this report as Exhibit 99.2.