Unassociated Document
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
4,
2006
THE
COCA-COLA COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of
incorporation)
|
001-02217
(Commission
File
Number)
|
58-0628465
(IRS
Employer
Identification
No.)
|
One
Coca-Cola Plaza
Atlanta,
Georgia
(Address
of principal executive offices)
|
|
30313
(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))
|
Item
1.01 Entry
into a Definitive Material Agreement
On
April
4, 2006, the Board of Directors of The Coca-Cola Company (the "Company") adopted
the Compensation Plan for Non-Employee Directors of The Coca-Cola Company (the
“Compensation Plan”). The Compensation Plan, which takes effect in 2006,
consists entirely of equity-based remuneration payable only when the Company
meets pre-defined performance targets. The Compensation Plan also provides
the
option for the Board of Directors to make a one-time cash award to any new
Director. A copy of the Compensation Plan is attached hereto as Exhibit 99.1
and
incorporated herein by reference.
The
Compensation Plan grants directors equity share units each year equal to a
flat
fee of $175,000 payable only upon the attainment of pre-defined performance
targets. When the performance target is met at the end of the performance
period, the share units will be payable in cash. Should the performance target
not be met, all share units and hypothetical dividends would be forfeited in
their entirety.
The
Compensation Plan replaces the existing compensation structure under which
directors received an annual retainer of $125,000, of which $50,000 was paid
in
cash and $75,000 accrued in share units. This structure also provided additional
fees for such duties as chairing board committees and attending board and
committee meetings. All these fees have been eliminated under the Compensation
Plan.
For
2006,
the Board of Directors set an initial three-year performance target of 8 percent
compounded annual growth in earnings per share. The Company will use its
2005 earnings per share of $2.17 (after considering items impacting
comparability) as the base for this percentage growth calculation.
The
Board
of Directors also amended The Coca-Cola Company Deferred Compensation Plan
for
Non-Employee Directors to permit deferrals of compensation received under the
Compensation Plan. A copy of The Coca-Cola Company Deferred Compensation Plan
for Non-Employee Directors is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
Item
9.01(c).
|
Exhibits
|
Exhibit
99.1
|
Compensation
Plan for Non-Employee Directors of The Coca-Cola Company
|
Exhibit
99.2
|
The
Coca-Cola Company Deferred Compensation Plan for Non-Employee Directors
|
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.
|
THE
COCA-COLA COMPANY
(REGISTRANT)
|
Date:
April 5, 2006
|
By: /s/
Geoffrey J. Kelly
Geoffrey
J. Kelly
Senior Vice President and
General Counsel
|
|
|
Exhibit
Index
Exhibit
No.
|
Exhibits
|
Exhibit
99.1
|
Compensation
Plan for Non-Employee Directors of The Coca-Cola Company
|
Exhibit
99.2
|
The
Coca-Cola Company Deferred Compensation Plan for Non-Employee
Directors
|