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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

December 10, 2020 (December 8, 2020)



(Exact name of Registrant as specified in its charter)

Delaware 001-02217 58-0628465
(State or other jurisdiction of incorporation) (Commission File Number)

(I.R.S. Employer Identification No.)

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))


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

Title of each class   Trading Symbols(s)   Name of each exchange on which registered
Common Stock, $0.25 Par Value   KO   New York Stock Exchange
Floating Rate Notes Due 2021   KO21C   New York Stock Exchange
0.75% Notes Due 2023   KO23B   New York Stock Exchange
0.500% Notes Due 2024   KO24   New York Stock Exchange
1.875% Notes Due 2026   KO26   New York Stock Exchange
0.750% Notes Due 2026   KO26C   New York Stock Exchange
1.125% Notes Due 2027   KO27   New York Stock Exchange
0.125% Notes Due 2029   KO29A   New York Stock Exchange
1.250% Notes Due 2031   KO31   New York Stock Exchange
0.375% Notes Due 2033   KO33   New York Stock Exchange
1.625% Notes Due 2035   KO35   New York Stock Exchange
1.100% Notes Due 2036   KO36   New York Stock Exchange
0.800% Notes Due 2040   KO40B   New York Stock Exchange

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 December 8, 2020, the Talent and Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Coca-Cola Company (the “Company”) adopted (i) an amendment and restatement of the Performance Incentive Plan of The Coca-Cola Company (the “A&R Performance Incentive Plan”), and (ii) an amendment and restatement of The Coca-Cola Company 2014 Equity Plan (the “A&R Equity Plan”), each effective as of January 1, 2021. The A&R Performance Incentive Plan and the A&R Equity Plan contain certain administrative and technical changes, including (i) removal of provisions that no longer apply due to the elimination, as part of the Tax Cuts and Jobs Act of 2017, of the exception for performance-based compensation from the deductibility limitation in Section 162(m) under the Internal Revenue Code of 1986, and (ii) updates to metrics or defined terms to support plan flexibility and administrative practices. The A&R Performance Incentive Plan also reflects the removal of a retirement rule that required prorated payment of certain awards to any plan participant who terminated employment with the Company after attaining age 55, with at least 10 years of service to the Company.


The A&R Performance Incentive Plan and the A&R Equity Plan were approved by the Compensation Committee pursuant to the authority granted to the Compensation Committee under the terms of each of the respective plans. The nature of these amendments did not require shareowner approval under the terms of the plans, applicable law or the rules of the New York Stock Exchange.


The foregoing descriptions of the A&R Performance Incentive Plan and the A&R Equity Plan are qualified in their entirety by reference to the A&R Performance Incentive Plan and the A&R Equity Plan, respectively, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.





Performance Incentive Plan of The Coca-Cola Company, as amended and restated as of January 1, 2021.


The Coca-Cola Company 2014 Equity Plan, as amended and restated as of January 1, 2021.

104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).





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.



Date:  December 10, 2020 By:  /s/ John Murphy
      John Murphy
Executive Vice President and Chief Financial Officer