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


Date of Report (Date of earliest event reported):

February 22, 2021 (February 18, 2021)



(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 Symbol(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 February 18, 2021, the Talent and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of The Coca-Cola Company (the “Company”) approved a special one-time incentive payment to senior executives, including the Named Executive Officers, equating to 30% of their annual target bonus amount that had been set in February 2020 under The Coca-Cola Company Performance Incentive Plan. The Committee determined this amount was appropriate based on collective leadership efforts that led to improved performance trends in the second half of the year, resilience of the organization in the face of the COVID-19 pandemic and successful strategic reorganization of the Company. The Committee also considered the fact that discretionary incentive payments were made to non-executive employees under a one-time broad-based program intended to reward performance during the pandemic.


James Quincey, Chairman of the Board and Chief Executive Officer $960,000
John Murphy, Executive Vice President and Chief Financial Officer $315,000
Manuel Arroyo, Chief Marketing Officer $236,250
Brian J. Smith, President and Chief Operating Officer $455,175


The Committee also approved an incentive payment of $236,250 for James L. Dinkins who, as previously disclosed, will retire from the Company on February 28, 2021.





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, thereunto duly authorized.



Date: February 22, 2021 By:  /s/ Bradley M. Gayton
    Bradley M. Gayton
Senior Vice President and General Counsel