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):
December
19, 2007 (December 13, 2007)
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other
jurisdiction
of
incorporation)
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001-02217
(Commission
File
Number)
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58-0628465
(IRS
Employer
Identification
No.)
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One
Coca-Cola Plaza
Atlanta,
Georgia
(Address
of principal executive offices)
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30313
(Zip
Code)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
December 13, 2007, the Board of
Directors of The Coca-Cola Company (the “Company”) amended the Compensation Plan
for Non-Employee Directors of The Coca-Cola Company (the “Compensation Plan”) in
order to provide that for the first 12 months of a new Director’s tenure, he or
she will receive $175,000 in cash, paid quarterly, or such other amount as
may
be determined by the Board of Directors for his or her first twelve months
of
service in lieu of participation in the performance component of the
Compensation Plan for that period. After the first 12 months, the new
Director would participate in the Compensation Plan on the same basis as the
other Directors. A copy of the Compensation Plan, as amended and
restated, is attached to this report as Exhibit 99.1 and is incorporated
herein by reference.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 13, 2007, the Board of
Directors of the Company increased the size of the Board to 13 members and
elected Jacob Wallenberg, chairman of the Board of Investor AB, as a Director
of
the Company, both effective January 1, 2008. Mr. Wallenberg was
appointed to the Public Issues and Diversity Review Committee and the Committee
on Directors and Corporate Governance, effective January 1, 2008.
On
December 13, 2007, the Board awarded both Mr. Wallenberg and Alexis M.
Herman, who was elected a Director of the Company on October 18, 2007, a cash
payment in the amount of $175,000, payable quarterly, as compensation for their
first twelve months of service in accordance with the Compensation
Plan. This is in lieu of participation in the performance component
of the Compensation Plan for that period. After the first 12 months
of service, they will participate in the ongoing performance component of the
Compensation Plan on the same terms as the other Directors.
A
copy of the Company’s press release
announcing the election of Mr. Wallenberg to the Board is attached to this
report as Exhibit 99.2 and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
99.1 Compensation
Plan for Non-Employee Directors of The Coca-ColaCompany, as amended and restated
on December 13, 2007
Exhibit
99.2 Press
Release of The Coca-Cola Company dated December 13, 2007
2
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.
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THE
COCA-COLA COMPANY
(REGISTRANT)
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Date: December
19, 2007
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By: /s/
David M. Taggart
David
M. Taggart
Vice
President and
Treasurer
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3
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Exhibit
99.1
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Compensation
Plan for Non-Employee Directors of The Coca-Cola Company, as amended
and
restated on December 13, 2007
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Exhibit
99.2
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Press
Release of The Coca-Cola Company dated December 13, 2007
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