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 24, 2013

 

GRAPHIC

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As described in Item 5.07 below, at the 2013 Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”), the Company’s shareowners approved a proposal to amend the Company’s By-Laws to permit a person (or group of persons) beneficially owning at least a twenty-five percent (25%) “net long position” of the Company’s outstanding shares of Common Stock to call a special meeting of shareowners.  On April 25, 2013, the Board of Directors amended and restated the Company’s By-Laws to incorporate the amendment approved at the 2013 Annual Meeting of Shareowners.

 

Additional details of the amendment to the By-Laws are included in the Company’s definitive proxy statement for its 2013 Annual Meeting of Shareowners filed with the Securities and Exchange Commission on March 11, 2013.  The foregoing description is qualified in its entirety by the By-Laws of the Company, as amended and restated through April 25, 2013, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareowners of the Company was held on Wednesday, April 24, 2013, in Atlanta, Georgia.  The results of the matters submitted to a vote of the shareowners at the meeting were as follows:

 

(a) Votes regarding the election of the persons named below as Directors for a term expiring in 2014 were as follows:

 

 

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER
NON-VOTES

Herbert A. Allen

 

3,084,814,867

 

37,758,078

 

6,117,480

 

627,049,333

Ronald W. Allen

 

2,105,342,224

 

1,016,775,905

 

6,555,016

 

627,049,333

Howard G. Buffett

 

3,095,947,160

 

26,829,986

 

5,916,077

 

627,049,333

Richard M. Daley

 

3,090,971,436

 

30,433,497

 

7,268,212

 

627,049,333

Barry Diller

 

2,630,497,298

 

491,840,854

 

6,355,073

 

627,049,333

Helene D. Gayle

 

3,089,636,345

 

32,845,773

 

6,190,627

 

627,049,333

Evan G. Greenberg

 

3,100,070,087

 

20,685,347

 

7,917,711

 

627,049,333

Alexis M. Herman

 

2,987,414,507

 

133,825,856

 

7,432,382

 

627,049,333

Muhtar Kent

 

3,026,053,418

 

86,498,489

 

16,121,129

 

627,049,333

Robert A. Kotick

 

3,109,370,298

 

10,952,420

 

8,350,316

 

627,049,333

Maria Elena Lagomasino

 

2,982,924,792

 

138,030,368

 

7,717,985

 

627,049,333

Donald F. McHenry

 

3,075,418,862

 

45,370,357

 

7,883,649

 

627,049,333

Sam Nunn

 

3,075,660,796

 

46,867,736

 

6,160,397

 

627,049,333

James D. Robinson III

 

2,970,417,117

 

151,461,578

 

6,811,618

 

627,049,333

Peter V. Ueberroth

 

3,078,972,538

 

43,592,695

 

6,125,080

 

627,049,333

Jacob Wallenberg

 

2,794,487,367

 

326,155,413

 

8,030,365

 

627,049,333

 

2


 

(b) Votes regarding the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending December 31, 2013 were as follows:

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-
VOTES

 

3,709,143,014

 

38,074,771

 

8,523,793

 

––

 

 

(c) Votes regarding the advisory vote to approve executive compensation were as follows:

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-
VOTES

 

2,396,277,796

 

708,951,774

 

23,441,612

 

627,049,333

 

 

(d) Votes to approve an amendment to the Company’s By-Laws to permit shareowners to call special meetings were as follows:

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-
VOTES

 

3,099,322,626

 

19,625,272

 

9,744,502

 

627,049,333

 

 

(e) Votes on a shareowner proposal regarding a board committee on human rights were as follows:

 

FOR

 

AGAINST

 

ABSTENTIONS

 

BROKER NON-
VOTES

 

107,460,952

 

2,921,409,962

 

99,822,267

 

627,049,333

 

 

Item 9.01.  Financial Statements and Exhibits

 

(d)                                 Exhibits

 

3.1                               By-Laws of the Company, as amended and restated through April 25, 2013.

 

3


 

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 26, 2013

By:

/s/ Bernhard Goepelt

 

 

Bernhard Goepelt

 

 

Senior Vice President, General Counsel and

 

 

Chief Legal Counsel

 

4