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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| Filed by the Registrant | |||
Filed by a Party other than the Registranto | |||
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o | Preliminary Proxy Statement | ||
o | |||
ý | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
The Coca-Cola Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
The Coca-Cola Company | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which |
| (2) | Aggregate number of securities to which |
| (3) | Per unit price or other underlying value of |
| (4) | Proposed maximum aggregate value of |
| (5) | Total fee paid: |
o |
Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
ATLANTA, GEORGIA
E. NEVILLE ISDELL
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
Dear Shareowner:
I would like to extend a personal invitation for you to join us at our Annual Meeting of Shareowners on Wednesday, April 16, 2008,22, 2009, at 10:309:00 a.m. at the Hotel du Pont,Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097. Duluth is located in Wilmington, Delaware.the Atlanta metropolitan area.
At this year’syear's meeting, you will be asked to vote on the election of 14 Directors, ratification of Ernst & Young LLP’sLLP's appointment as independent auditors, approval of a stock option plan and threefour proposals of shareowners.
Attached you will find a notice of meeting and proxy statement that contain further information about these items and the meeting itself, including:
If you are unable to attend the meeting in person, you may view the meeting on the web. Instructions on how to view the live webcast are set forth in the accompanying proxy statement. You cannot record your vote on this website.
Your vote is important to us and to our business. I encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend.
I hope to see you in Wilmington.at the meeting.
 | ||
E. Neville Isdell |
E. Neville Isdell
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
TO THE OWNERS OF COMMON STOCK
OF THE COCA-COLA COMPANY
The Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”"Company") will be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware 19801,Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097, on Wednesday, April 16, 2008,22, 2009, at 10:309:00 a.m., local time. The purposes of the meeting are:
The Board of Directors set February 22, 200823, 2009 as the record date for the meeting. This means that owners of record of shares of Common Stock of the Company at the close of business on that date are entitled to:
We will make available a list of shareowners of record as of the close of business on February 22, 200823, 2009 for inspection by shareowners during normal business hours from April 512 through April 15, 200821, 2009 at the Company’sCompany's principal place of business, One Coca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners at the meeting.
| By Order of the Board of Directors | ||
| CAROL CROFOOT HAYES
|
Atlanta, Georgia
March 3, 20085, 2009
We urge each shareowner to promptly sign and return the enclosed proxy card or to use telephone or Internet voting. See our questions and answers about the meeting and voting section for information about voting by telephone or Internet, how to revoke a proxy, and how to vote shares in person.
One Coca-Cola Plaza
Atlanta, Georgia 30313
March 3, 20085, 2009
FOR ANNUAL MEETING OF SHAREOWNERS
TO BE HELD APRIL 16, 200822, 2009
Our Board of Directors (the “Board”"Board") is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 20082009 Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”"Company"). The meeting will be held at the Hotel du Pont, Wilmington, Delaware,Gwinnett Center, Grand Ballroom, Duluth, Georgia on April 16, 2008,22, 2009, at 10:309:00 a.m., local time. The proxies also may be voted at any adjournments or postponements of the meeting.
The mailing address of our principal executive offices is The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. We are first furnishing the proxy materials to shareowners on March 3, 2008.5, 2009.
All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.
Only owners of record of shares of Common Stock of the Company (the “Common Stock”"Common Stock") at the close of business on February 22, 2008,23, 2009, the record date, are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held. On February 22, 2008,23, 2009, the record date, there were 2,324,012,0422,314,658,162 shares of Common Stock issued and outstanding.
THE MEETING AND VOTING
1. What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the 20082009 Annual Meeting of Shareowners. These three officers are Gary P. Fayard, Geoffrey J. Kelly and Cynthia P. McCague.
2. What is a proxy statement?
It is a document that Securities and Exchange Commission (“SEC”("SEC") regulations require us to give you when we ask you to sign a proxy card designating Gary P. Fayard, Geoffrey J. Kelly and Cynthia P. McCague as proxies to vote on your behalf.
If your shares are registered directly in your name with the Company's registrar and transfer agent, Computershare Trust Company, N.A., you are considered a shareowner of record.record with respect to those shares.
If your shares are held in the name of your brokera brokerage account or bank, your sharesyou are held in street name.considered the "beneficial owner" of those shares.
4. How do I attend the meeting? What do I need to bring?
You need to bring documentation showing that you owned Common Stock on the record date of February 23, 2009. If you are a shareowner of record and received your proxy materials by mail, your admission cardticket is attached to your proxy card. You will need to bring it with you to the meeting.
If you ownreceived your proxy materials by e-mail and voted your shares in street name,electronically via the Internet, you can print an admission ticket after you have voted by clicking on the link provided.
If you are a beneficial owner, bring your most recent brokerage statement with you to the meeting. We can use that to verify your ownership of Common Stock and admit you to the meeting;however, you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 5.
You also will need to bring a photo ID to gain admission.
Please note that cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.
5. How can I vote at the meeting if I am a beneficial owner?
You will need to ask your broker, bank or bank forother intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy.
Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.
If you do not receive the legal proxy in time, you can follow the procedures described in the response to question 4 to gain admission to the meeting. However, you will not be able to vote your shares at the meeting.
6. What shares are included on the proxy card?
If you are a shareowner of record you will receive only one proxy card for all the shares of Common Stock you hold:
If you hold shares of Common Stock in any Company benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plans will not vote your benefit plan shares.To allow sufficient time for voting by the administrators, your voting instructions must be received by April 11, 2008.17, 2009.
7. How can I view the live webcast of the meeting?
You can view the live webcast of the meeting by logging on to our website at
www.thecoca-colacompany.com and clicking on “Investors” and"Investors", then clicking on "Investors Webcasts", then clicking on the link to the webcast. An archived copy of the webcast will be available until May 16, 2008.22, 2009.
We have included the website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.
8. What different methods can I use to vote?
By Written Proxy.All shareowners of record can vote by written proxy card. If you are a street name holder,beneficial owner, you will receive a written proxy card or a vote instruction form from your bank or broker.
By Telephone or Internet.All shareowners of record also can vote by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Street name holdersBeneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate shareowners’shareowners' identities, to allow shareowners to vote their shares, and to confirm that their instructions have been recorded properly.
In Person.All shareowners of record may vote in person at the meeting. Street name holdersBeneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 5.
9. What is the record date and what does it mean?
The record date for the 20082009 Annual Meeting of Shareowners is February 22, 2008.23, 2009. The record date is established by the Board as required by the Delaware General Corporation Law (“("Delaware Law”
Law"). and the Company's By-Laws. Owners of record of Common Stock at the close of business on the record date are entitled to:
10. What can I do if I change my mind after I vote my shares?
Shareowners can revoke a proxy prior to the completion of voting at the meeting by:
11. Are votes confidential? Who counts the votes?
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We will continue our long-standing practice of holding the votes of all shareowners in confidence from Directors, officers and employees except:
We also will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.
In the vote on the election of 14 Director nominees identified in this proxy statement to serve until the 20092010 Annual Meeting of Shareowners, shareowners may:
Directors will be elected by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.
The Board recommends a vote FOR each of the nominees.
In the vote on the approval of the appointment of Ernst & Young LLP as independent auditors, shareowners may:
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.
The Board recommends a vote FOR the ratification.
In
vote in favor of the 2008 Stock Option Plan;
vote against the 2008 Stock Option Plan; or
abstain from voting on the 2008 Stock Option Plan.
The proposal to approve the 2008 Stock Option Plan will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.
The Board recommends a vote FOR the 2008 Stock Option Plan.
A separate vote will be held on each of the threefour shareowner proposals that is properly presented at the meeting. In voting on each of the proposals, shareowners may:
In order to be approved, each shareowner proposal will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.
The Board recommends a vote AGAINST each of the threefour shareowner proposals.
15. What if I do not specify a choice for a matter when returning a proxy?
Shareowners should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:
nominees as set forth in this proxy statement;
FOR the proposal to approve the 2008 Stock Option Plan; and
16. How are abstentions and broker non-votes counted?
Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote.
The Company does not have a policy about Directors’Directors' attendance at the Annual Meeting of Shareowners. All ofpersons who were serving as Directors at the Directorstime attended the 20072008 Annual Meeting of Shareowners.
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and the 2007 Annual Review,2008, are available atwww.edocumentview.com/coca-cola. Instead of receiving future copies of our Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K and the Annual Review by mail, shareowners of record and most street name holdersbeneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.
Shareowners of Record.If you vote on the Internet atwww.investorvote.com/www.envisionreports.com/coca-cola, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly towww.eTree.com/coca-cola and following the enrollment instructions. As a thank you to each shareowner enrolling in electronic delivery, the Company will have a tree planted on the shareowner’sshareowner's behalf at no cost to the shareowner.
Street Name Holders. Beneficial owners.If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.
19. How are proxies solicited and what is the cost?
We bear all expenses incurred in connection with the solicitation of proxies. We have engaged D.F. King & Co. to assist with the solicitation of proxies for an estimated fee of $25,000$26,500 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.
Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on April 22, 2009 | ||||
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2008 are available atwww.edocumentview.com/coca-cola. | ||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on April 16, 2008
The Notice of Annual Meeting, Proxy Statement, Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and the 2007 Annual Review are available atwww.edocumentview.com/coca-cola.
(Item 1)
Board of Directors
The Company’sCompany's By-Laws provide for the annual election of Directors. The Company’sCompany's By-Laws also provide that the number of Directors shall be determined by the Board, which has set the number at 14 effective at the 20082009 Annual Meeting of Shareowners. The Company’sCompany's By-Laws further provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director is not elected, he or she has agreed that an irrevocable letter of resignation will be submitted to the Board. The Committee on Directors and Corporate Governance will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance and publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation will not participate in the decisions of the Committee on Directors and Corporate Governance or the Board of Directors that concern such resignation.
The terms of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, E. Neville Isdell, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams will expire at the 20082009 Annual Meeting of Shareowners. The Board has nominated each of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, E. Neville Isdell,Alexis M. Herman, Muhtar Kent, Donald R. Keough, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams to stand for reelection. E. Neville Isdell is not standing for reelection.
Since the 20072008 Annual Meeting of Shareowners, the Board of Directors, upon recommendation of the Committee on Directors and Corporate Governance, elected Alexis M. Herman and Jacob Wallenberg as Directors. The terms of Ms. Herman and Mr. Wallenberg will expire at the 2008 Annual Meeting of Shareowners. The Committee on Directors and Corporate Governance itself recommended Ms. HermanMaria Elena Lagomasino as a Director candidate. Egon Zehnder International, an international consulting and search firm, recommended that the Committee on Directors and Corporate Governance consider Mr. Wallenberg as a Director candidate. The Board has nominated Ms. Herman and Mr. Wallenberg for election as Directors at the 2008 Annual Meeting of Shareowners.
In addition, the number of Directors will be increased to 14 effective at the 2008 Annual Meeting of Shareowners.Director. The Committee on Directors and Corporate Governance recommended Ms. Lagomasino based on the electionCommittee's knowledge of Muhtar Kent,her experience due to her prior service as Director of the Company’s President and Chief Operating Officer, as a Director.Company. The Board has nominated Mr. KentMs. Lagomasino for election as a Director at the 20082009 Annual Meeting of Shareowners.
If elected, all of these Directors will hold office until the 20092010 Annual Meeting of Shareowners and until his or her successor is elected and qualified.
We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.
Director not standing for reelection
E. Neville Isdell
E. Neville Isdell joined the Coca-Cola system in 1966. From that time until his initial retirement from the Company in 1998, he held a variety of positions including Senior Vice President of the Company and President of the Greater Europe Group. In June 2004, he answered the call to come out of retirement to lead the Company as its Chairman of the Board and Chief Executive Officer. Under Mr. Isdell's leadership, the Company delivered solid business results. Mr. Isdell also led the Company's corporate social responsibility efforts and improved the Company's leadership structure.
Mr. Isdell's service as Chief Executive Officer of the Company ended on June 30, 2008 and his current term as Chairman of the Board of Directors of the Company expires at the Annual Meeting of Shareowners. He has chosen to retire from the Company and is not seeking reelection. The Directors, management and employees of the Company would like to express their gratitude to Mr. Isdell for his 30 plus years of stellar service and dedication to the Company.
The Board of Directors recommends a vote FOR the election of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, E. Neville Isdell, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B. Williams.
  | HERBERT A. ALLEN | Director since 1982
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| 69 Mr. Allen is President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm, and has held these positions for more than the past five years. | ||||||
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 | RONALD W. ALLEN | Director since 1991
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| 67 Mr. Allen is an Advisory Director of Delta Air Lines, Inc., a major U.S. air transportation company. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. He retired as | ||||||
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 | CATHLEEN P. BLACK | Director since 1993
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| 64 Ms. Black is President, Hearst Magazines, a unit of | ||||
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 | BARRY DILLER | Director since 2002
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| 67 Mr. Diller is Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp, an interactive commerce company. He is also Chairman of the Board and Senior Executive of Expedia, Inc., an online travel company. He has held his position with IAC | ||||
| Company and non-executive Chairman of the Board of Ticketmaster Entertainment, Inc. | ||||
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 | ALEXIS M. HERMAN | Director since 2007
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| 61 Ms. Herman serves as Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, and has held these positions since 2001. She also serves as Chair of Toyota Motor | ||||
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2008 | |||
Muhtar Kent is | ||||
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| Içecek A.S. | ||||
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 | DONALD R. KEOUGH | Director since 2004
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| 82 Mr. Keough is | ||||
 | MARIA ELENA LAGOMASINO Director since 2008 Age 59 Maria Elena Lagomasino is Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., and has held this position since November 2005. From September 2001 to March 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co. Prior to assuming this position, she was managing director of The Chase Manhattan Bank in charge of its Global Private Banking Group. She served as a Director of the Company from April 2003 to April 2006. Ms. Lagomasino is a Director of Avon Products, Inc. | |||
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 | DONALD F. McHENRY | Director since 1981
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| 72 Mr. McHenry is Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University. He has held this position for more than the past five years. From 1981 to May 2007, he was a principal owner and President of the IRC Group, LLC, a Washington, D.C. consulting firm. | ||||
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 | SAM NUNN | Director since 1997
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| 70 Mr. Nunn is Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a position he has held since 2001. The Nuclear Threat Initiative is a charitable organization working to reduce the global threats from nuclear, biological and chemical weapons. | ||||
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 | JAMES D. ROBINSON III | Director since 1975
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| 73 Mr. Robinson is General Partner of RRE Ventures, a private information technology-focused venture capital firm, and has held this position since 1994. He is also President of JD Robinson, Inc., a strategic advisory firm. | ||||
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 | PETER V. UEBERROTH | Director since 1986
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| 71 Mr. Ueberroth is an investor and Chairman of the Contrarian Group, Inc., a business management company, and has held this position since 1989. He is the | ||||
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 | JACOB WALLENBERG | Director since 2008
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| 53 Mr. Wallenberg is Chairman of the Board of Investor AB, a Swedish industrial holding company, and has held this position since April 2005. Mr. Wallenberg is also Vice Chairman of Skandinaviska Enskilda Banken AB, a North European financial group, having served as its Chief Executive Officer from 1997 to 1998 and as its Chairman of the Board from April 1998 to April 2005. Mr. Wallenberg also serves as Vice Chairman of Atlas Copco AB and SAS AB, both Swedish companies. Since January 2008, Mr. Wallenberg is a Senior Advisor to Foundation Asset Management Sweden AB. From January 2006 until December 2007, he was a Senior Advisor to Thisbe AB. He was acting Chairman of W Capital Management AB from January 2002 to December 2005. He is a Director of ABB Ltd. | ||||
 | ||||
 | JAMES B. WILLIAMS | Director since 1979
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| 75 Mr. Williams retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, which positions he had held for more than five years. He is a Director of Marine Products Corporation, Rollins, Inc. and RPC, Inc. | ||||
Ownership of Equity Securities of the Company
The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each Director nominee, each individual named in the Summary Compensation Table on page 4851 (the “Named"Named Executive Officers”Officers"), and our Directors and executive officersExecutive Officers as a group, all as of February 22, 2008.23, 2009.
| Name | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares19 | |||||
|---|---|---|---|---|---|---|---|
| Herbert A. Allen | 8,853,320 | 1 | * | ||||
| Ronald W. Allen | 12,000 | 2 | * | ||||
| Cathleen P. Black | 10,200 | 3 | * | ||||
| Barry Diller | 1,000 | 4 | * | ||||
| Alexis M. Herman | 1,000 | 5 | * | ||||
| Donald R. Keough | 5,040,938 | 6 | * | ||||
| Maria Elena Lagomasino | 2,000 | * | |||||
| Donald F. McHenry | 33,201 | 7 | * | ||||
| Sam Nunn | 1,000 | 8 | * | ||||
| James D. Robinson III | 63,827 | 9 | * | ||||
| Peter V. Ueberroth | 61,000 | 10 | * | ||||
| Jacob Wallenberg | 1,000 | * | |||||
| James B. Williams | 100,678,970 | 11 | 4.35% | ||||
| E. Neville Isdell | 3,204,318 | 12 | * | ||||
| Muhtar Kent | 611,448 | 13 | * | ||||
| Alexander B. Cummings, Jr. | 836,215 | 14 | * | ||||
| Gary P. Fayard | 1,434,528 | 15 | * | ||||
| Irial Finan | 661,887 | 16 | * | ||||
| José Octavio Reyes | 909,930 | 17 | * | ||||
| All Directors and Executive Officers as a Group (27 Persons) | 125,022,927 | 18 | 5.38% | ||||
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* Less than 1% of issued and outstanding shares of Common Stock.
1 Includes 2,847,920 shares held by Allen & Company Incorporated (“ACI”("ACI") and 6,5005,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 14,51314,943 share units crediteddeferred under The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the “Directors’ Deferral Plan”"Directors' Plan"), which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Compensation Plan for Non-Employee Directors of The Coca-Cola Company in effect until December 31, 2008 (the “Directors’ Plan”"Prior Directors' Plan"), which are subject to the achievement of performance goals.
2 Includes 2,000 shares held by Mr. Allen’sAllen's wife. Mr. Allen has disclaimed beneficial ownership of such shares. Does not include 13,37213,768 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,204
6,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
3 Includes 10,200 shares jointly held with Ms. Black's husband. Does not include 32,260 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.
34 Includes 10,200 shares jointly held with Ms. Black’s husband. Does not include 26,87816,349 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’ Plan, which are subject to the achievement of performance goals.
4 Includes 1,200,000 shares that may be acquired upon the exercise of call options, purchased from an unrelated third party, which are presently exercisable. Does not include 11,424 share units credited under the Directors’ Deferral Plan, which are settled in cash after completion of Board service. Does not include 8,204 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
5 Does not include 782 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.
6 Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 216,600 shares held by a limited liability company in which Mr. Keough’sKeough's children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 216,600 shares except to the extent of his pecuniary interest therein. Does not include 3,7108,407 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
67 Includes 4907,300 shares over which Mr. McHenry has shared investment control as one of three guardians and 504 shares held by Mr. McHenry’sMcHenry's grandchildren. Does not include 16,01016,484 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
78 Does not include 21,74926,979 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
89 Includes 31,600 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,745,0001,580,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 21,53326,756 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
910 Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 39,11440,270 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
1011 Includes 86,256,17984,842,270 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 43,95849,845 share units crediteddeferred under the Directors’ DeferralDirectors' Plan, which are settled in cash after completionthe later of (i) January 15 of the year following the year in which the Director leaves the Board service.or (ii) six months following the date on which the Director leaves the Board. Does not include 8,2046,958 share units credited under the Directors’Prior Directors' Plan, which are subject to the achievement of performance goals.
1112 Includes 5,1675,475 shares credited to Mr. Isdell’sIsdell's accounts under The Coca-Cola Company Thrift & Investment Plan (the “Thrift Plan”"Thrift Plan"), 349,610589,610 shares of restricted stock and 1,477,1562,413,478 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 22, 2008.24, 2009. Does not include 12,21916,959 share units credited to his account under the thrift portion of The Coca-Cola Company Supplemental BenefitThrift Plan (the “Supplemental Plan”"Supplemental Thrift Plan"), which are settled in cash after retirement.
1213 Includes 26,30928,170 shares credited to Mr. Kent’sKent's accounts under the Thrift Plan, 50,000 shares that are subject to performance criteria and 201,207 shares that may be acquired upon the exercise of options,
which are presently exercisable or that will become exercisable on or before April 22, 2008. Does not include 2,564 share units credited to his account under the thrift portion of the Supplemental Plan, which are settled in cash after retirement.
13 Includes 6,446 shares credited to Mr. Fayard’s accounts under the Thrift Plan, 105,25152,500 shares of restricted stock, 50,000 shares that are subject to performance criteria and 998,793436,378 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 22, 2008.24, 2009. Does not include 7,0665,183 share units credited to his account under the thrift portion of the Supplemental Thrift Plan, which are settled in cash after retirement.
14 Includes 60,0006,049 shares credited to Mr. Cummings' accounts under the Thrift Plan, 52,500 shares of restricted stock, 50,000 shares that are subject to performance criteria and 293,397763,555 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 22, 2008.24, 2009. Does not include 2,79657,935 restricted stock units and 5,782 share units credited to Mr. Finan’shis account under The Coca-Cola Export Corporation Internationalthe Supplemental Thrift Plan, (the “International Thrift Plan”), which are settled in cash after retirement.
1155Includes 46,9137,279 shares held by a trust in whichcredited to Mr. Reyes has an indirect beneficial interest. Also includes 673,839Fayard's accounts under the Thrift Plan, 137,369 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 1,195,239 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 22, 2008.24, 2009. Does not include 75,600 restricted stock units, which will be settled in shares upon vesting, and 7738,598 share units credited to Mr. Reyes’his account under the InternationalSupplemental Thrift Plan, which are settled in cash after retirement.
16 Includes 690,409112,500 shares of restricted stock, 209,00050,000 shares that are subject to performance criteria, 7,469,409and 485,062 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 22, 200824, 2009. Does not include 4,188 share units credited to Mr. Finan's account under The Coca-Cola Export Corporation International Thrift Plan (the "International Thrift Plan"), which are settled in cash after retirement.
17 Includes 64,510 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 845,420 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 105,000 restricted stock units, which will be settled in shares upon vesting, and 69,441796 share units credited to Mr. Reyes' account under the International Thrift Plan, which are settled in cash after retirement.
18 Includes 1,134,850 shares of restricted stock, 190,000 shares that are subject to performance criteria, 8,365,780 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009 and 75,638 shares credited to accounts under the Thrift Plan. Does not include 212,261246,061 share units deferred under the Directors' Plan, 70,362 share units credited under the Directors’ Deferral Plan, 82,040 share units credited under the Directors’Prior Directors' Plan which are subject to the achievement of performance goals, 217,157302,381 restricted stock units, which will be settled in shares upon vesting, 14,18417,361 share units credited to accounts under the International Thrift Plan and 40,99452,149 share units credited to accounts under the thrift portion of the Supplemental Thrift Plan.
1719 Share units credited under the Directors’ DeferralDirectors' Plan, the Directors’Prior Directors' Plan, the International Thrift Plan and the thrift portion of the Supplemental Thrift Plan are not countedincluded as outstanding shares in calculating these percentages. Restricted stock units, which will be settled in shares upon vesting, also are not counted.included.
Principal Shareowners
Set forth in the table below is information about the number of shares held as of December 31, 20072008 by persons we know to be the beneficial owners of more than five percent of the issued and outstanding Common Stock. The percentage ownership is stated as of February 22, 2008.23, 2009.
Name and Address | Number of Shares Beneficially Owned | Percent of Class as of February 22, 2008 | ||
Berkshire Hathaway Inc.1 | 200,000,000 | 8.61% | ||
1440 Kiewit Plaza | ||||
Omaha, Nebraska 68131 |
Name and Address | Number of Shares Beneficially Owned | Percent of Class as of February 23, 2009 | |||||
|---|---|---|---|---|---|---|---|
| Berkshire Hathaway Inc.1 1440 Kiewit Plaza Omaha, Nebraska 68131 | 200,000,000 | 8.64% | |||||
1 Berkshire Hathaway Inc. (“("Berkshire Hathaway”Hathaway"), a diversified holding company, has informed the Company that, as of December 31, 2007,2008, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.
Section 16(a) Beneficial Ownership Reporting Compliance
Executive officers,Officers, Directors and certain persons who own more than ten percent of the outstanding shares of Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”"1934 Act"), and related regulations:
We received written representations from each such person who did not file an annual reportstatement on Form 5 with the SEC on Form 5 that no Form 5 was due. Based on our review of the reports and representations, we believe that all required Section 16(a) reports were timely filed in 2007. However, on April 4, 2007, one late Form 4 was filed with respect to the September 21, 2006 sale of 13,200 shares of Common Stock held by a trust where Mr. Robinson, a Director, serves as co-trustee with Wachovia Bank N.A. Mr. Robinson did not participate in the timing of the decision to sell the shares.2008.
Information About the Board of Directors and Corporate Governance
The Board is elected by the shareowners to oversee their interest in the long-term health and the overall success of the business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareowners. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
The Committee on Directors and Corporate Governance periodically reviews and assesses the Company’sCompany's corporate governance policies. The Board engaged Ram Charan, a noted author and expert on corporate governance and business matters, as a consultant on corporate governance issues during 2008.
The Chairman of the Committee on Directors and Corporate Governance, James D. Robinson III, presides at all meetings of non-management Directors, as well as all meetings of independent Directors. These meetings of non-management Directors are held on a regular basis and include the meeting at which the evaluation of the Chief Executive Officer is conducted. The Committee on Directors and Corporate Governance leads the Board’sBoard's process of Board and Committee evaluations and carefully examines the performance and qualifications of each incumbent Director or nominee for Director before deciding whether to recommend him or her to the Board for renomination or nomination, as the case may be.
Independence Determinations
In making independence determinations, the Board observes all criteria for independence established by the SEC, the NYSE and other governing laws and regulations. The Board considers all relevant facts and circumstances in making an independence determination. To be considered independent:
The Board has adopted categorical standards as part of the Company’sCompany's Corporate Governance Guidelines, which provide that the following will not be considered material relationships that would impact a Director’sDirector's independence:
single fiscal year of less than $1 million or 2% of that organization's consolidated gross revenues, whichever is more.
The Board did not consider transactions with entities in which the Director or an immediate family member served only as a director or trustee. Nor did the Board consider transactions of less than $120,000 or transactions with entities in which the Director or an immediate family member had a less than 10% interest.
The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director may have with the Company. As a result of its annual review, the Board has determined that none of the following Directors has a material relationship with the Company and, as a result, such Directors are determined to be independent: Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B. Williams. None of the Directors who were determined to be independent had any relationships that were outside the categorical standards identified above.
The Board examined the Company’sCompany's relationship with The Hearst Corporation and its subsidiaries. Cathleen P. Black, one of our Directors, is Senior Vice President and a director of The Hearst Corporation. She is also Senior Vice President and a director of Hearst Communications, Inc. and President of its Hearst Magazines unit. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and The Hearst Corporation, (ii) the payments were for print and media advertising in the ordinary course of business, and (iii) the Company has had a relationship with The Hearst Corporation for many years prior to Ms. Black’s
Black's relationship with either the Company or The Hearst Corporation. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Ms. Black’sBlack's status as an independent Director.
The Board examined payments made by the Company to IAC/InterActiveCorp and its subsidiaries (“IAC”("IAC") where Barry Diller, one of our Directors, is Chairman of the Board and Chief Executive Officer. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and IAC, (ii) the payments were for on-line advertising in the ordinary course of business, and (iii) the Company has had a relationship with the predecessors of IAC for many years prior to Mr. Diller’sDiller's service as a Director of the Company. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Diller’sDiller's status as an independent Director.
The Board examined the Company’sCompany's charitable donations and sponsorships to Points of Light & Hands On Network,Institute, where Michelle Nunn, thea daughter of Sam Nunn, one of our Directors, wasserves as President, Chief Executive Officer of Hands On Network until it merged with the Points of Light Foundation to form Points of Light & Hands On Network. She is now President of Points of Light & Hands On Network.and a Director. The Board determined that this relationship was not material since (i) the amounts involved were a small percentage of the revenues or donations received by Points of Light & Hands on NetworkInstitute and a small percentage of the Company’sCompany's overall charitable donations and sponsorships, and (ii) the donations and sponsorships were within the Company’sCompany's philosophy of supporting local and civic organizations in the communities where we operate. This relationship is within the rules of the NYSE and falls within categorical standard number 5 above. The relationship is consistent with Mr. Nunn’sNunn's status as an independent Director.
The indirect relationship between the Company and James D. Robinson III, one of our Directors, is described on page 24.25. The Board determined that this relationship iswas not material givensince (i) the indirect natureamounts involved were less than 1% of his daughter-in-law’s interestthe consolidated gross revenues of both the Company and the fact that the Company’s business relationship with the Delaware North Companies, Inc. (“("Delaware North”North"), (ii) the interest is indirect, and (iii) the Company has been in existencehad a business relationship with Delaware North for over 75 years. TheThis relationship is withinin the Company’sCompany's ordinary course of business and is within the rules of the NYSE. This relationship falls within categorical standard number 1 above. The relationship is consistent with Mr. Robinson’sRobinson's status as an independent Director.
A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the National Basketball Association (the “NBA”"NBA") with which the Company has a contractual relationship. The relationship is described on page 24.25. The Board determined that this indirect relationship iswas not material. The Company’smaterial since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and the NBA, and (ii) the Company's relationship with the NBA has been in existence since the late 1980’s,1980's, long before Mr. Ueberroth’sUeberroth's daughter served as an executive officer of that organization. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth’sUeberroth's status as an independent Director.
In addition, a brother of Mr. Ueberroth is an executive officer, director, and majority owner of Preferred Hotel Group, Inc. (“("Preferred Hotel Group”Group") with which the Company has a beverage marketing agreement. The relationship is described on page 25. The Board determined that this indirect relationship is not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Preferred Hotel Group, (ii) the payments were for beverage marketing in the ordinary course of business, and (iii) Mr. Ueberroth has not had any direct or indirect beneficial interest in, or involvement as an officer or director of Preferred Hotel Group. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth’sUeberroth's status as an independent Director.
The independent Directors, who constitute a majority of the Board of Directors, are identified by an asterisk on the next table. Even though he is not currently determined to be independent, Herbert A. Allen has contributed greatly to the Board of Directors and the Company through his wealth of experience, expertise and judgment.
The Board and Board Committees
In 2007,2008, the Board of Directors held sevensix meetings and Committees of the Board of Directors held a total of 3634 meetings. Overall attendance at such meetings was approximately 96%. Each Director attended 75% or more than 75% of the aggregate of all meetings of the Board of Directors and the Committees on which he or she served during 2007.2008.
The Board of Directors has an Audit Committee, a Compensation Committee, a Committee on Directors and Corporate Governance, an Executive Committee, a Finance Committee, a Management Development Committee and a Public Issues and Diversity Review Committee. The Board of Directors has adopted a written charter for each of these Committees. The Company has adopted a Code of Business Conduct for Non-Employee Directors. In addition, the Company has adopted a Code of Business Conduct applicable to the Company’sCompany's employees, including the Named Executive Officers. The full text of each Committee charter, the Company’sCompany's Corporate Governance Guidelines and the Company’sCompany's Codes of Business Conduct are available on the Company’sCompany's website located at
www.thecoca-colacompany.com, and then clicking on "Investors", then clicking on "Corporate Governance".
The following table describes the current members of each of the Committees and the number of meetings held during 2007.2008.
| | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | NAME | | AUDIT | | COMPENSATION | | DIRECTORS AND CORPORATE GOVERNANCE | | EXECUTIVE | | FINANCE | | MANAGEMENT DEVELOPMENT | | PUBLIC ISSUES AND DIVERSITY REVIEW | | ||||||||||||||||
| Herbert A. Allen | X | X | X | |||||||||||||||||||||||||||||
| Ronald W. Allen* | X | X | ||||||||||||||||||||||||||||||
| Cathleen P. Black* | Chair | X | ||||||||||||||||||||||||||||||
| Barry Diller* | X | X | X | |||||||||||||||||||||||||||||
| Alexis M. Herman* | X | X | ||||||||||||||||||||||||||||||
| E. Neville Isdell | Chair | |||||||||||||||||||||||||||||||
| Muhtar Kent1 | X | |||||||||||||||||||||||||||||||
| Donald R. Keough* | Chair | X | ||||||||||||||||||||||||||||||
| Maria Elena Lagomasino*2 | X | X | ||||||||||||||||||||||||||||||
| Donald F. McHenry* | X | X | Chair | |||||||||||||||||||||||||||||
| Sam Nunn* | X | X | ||||||||||||||||||||||||||||||
| James D. Robinson III*3 | X | Chair | X | |||||||||||||||||||||||||||||
| Peter V. Ueberroth* | Chair | X | ||||||||||||||||||||||||||||||
| Jacob Wallenberg* | X | X | ||||||||||||||||||||||||||||||
| James B. Williams*4 | X | X | Chair | X | ||||||||||||||||||||||||||||
| Number of Meetings | 8 | 7 | 5 | 1 | 5 | 4 | 4 | |||||||||||||||||||||||||
| AUDIT | COMPENSATION | DIRECTORS AND CORPORATE GOVERNANCE | EXECUTIVE | FINANCE | MANAGEMENT DEVELOPMENT | PUBLIC ISSUES AND DIVERSITY REVIEW | ||||||||
Herbert A. Allen | X | X | X | |||||||||||
Ronald W. Allen* | X | X | ||||||||||||
Cathleen P. Black* | Chair | X | ||||||||||||
Barry Diller* | X | X | X | |||||||||||
Alexis M. Herman*1 | X | X | ||||||||||||
E. Neville Isdell | Chair | |||||||||||||
Donald R. Keough* | Chair | X | ||||||||||||
Donald F. McHenry* | X | X | Chair | |||||||||||
Sam Nunn* | X | X | ||||||||||||
James D. Robinson III* | X | Chair | X | |||||||||||
Peter V. Ueberroth* | Chair | X | ||||||||||||
Jacob Wallenberg*2 | X | X | ||||||||||||
James B. Williams*3 | X | X | Chair | X | ||||||||||
Number of Meetings | 9 | 8 | 5 | 1 | 5 | 4 | 4 |
* Independent Directors
1 Mr. Kent began his service as a Director on April 16, 2008.
2Ms. HermanLagomasino began her service as a Director on October 18, 2007.16, 2008.
2 Mr. Wallenberg began his service as a Director on January 1, 2008.
3 Presiding Director
4 The Board of Directors has appointed Mr. Williams to the Audit Committee even though he serves on the audit committees of three other public companies. The Board of Directors believes its decision is in the best interests of shareowners. Mr. Williams is retired. The other three companies are related in that they share a common management and are under common control and socontrol. As a result, the Board of Directors believes that service on the audit committees of these other companies is less burdensome than would be the case for three unrelated public companies. Mr. Williams’Williams' experience and knowledge of the Company are very helpful to the Audit Committee.
The Audit Committee
Under the terms of its charter, the Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’sCompany's financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’sCompany's financial statements. The Audit Committee also oversees the Company’sCompany's compliance with legal and regulatory requirements and its ethics program, the independent auditors’auditors' qualifications and independence, the performance of the Company’s
Company's internal audit function and the performance of its independent auditors. In fulfilling its duties, the Audit Committee, among other things, shall:
Each member of the Audit Committee meets the independence requirements of the NYSE, the 1934 Act and the Company’sCompany's Corporate Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The “audit"audit committee financial expert”expert" designated by the Board is Peter V. Ueberroth.
The Compensation Committee
Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to elected officers and senior executives of the Company. In fulfilling its duties, the Compensation Committee, among other things, shall:
The Compensation Committee also makes decisions that affect a larger group of employees. The Compensation Committee approves proposed plans and rewards systems. Whensystems applicable to more persons than the senior executives. For example, the Compensation Committee approves financial targets and determines payments under the annual incentive plan, it is doing so for all employees eligible to participate in the plan, including senior executives. The Compensation Committee also approves all stock option awards and all awards of restricted stock and performance share units that also may be awarded to employees who are not elected officers or senior executives.
To assist the Compensation Committee with its responsibilities, it has retained the services of the compensation consulting firm, Towers Perrin. The consultant reports to Cathleen P. Black, the Compensation Committee Chair. Additional information regarding the Compensation Committee’sCommittee's engagement of Towers Perrin is disclosed beginning on page 42.43.
Each member of the Compensation Committee meets the independence requirements of the NYSE, the Internal Revenue Code of 1986, as amended (the “Tax Code”"Tax Code"), and the Company’sCompany's Corporate Governance Guidelines.
The Committee on Directors and Corporate Governance
Under the terms of its charter, the Committee on Directors and Corporate Governance is responsible for considering and making recommendations concerning the function and needs of the Board, and the review and development of corporate governance guidelines. In fulfilling its duties, the Committee on Directors and Corporate Governance, among other things, shall:
The Chairman of the Committee on Directors and Corporate Governance presides at all meetings of non-management Directors, including the meeting in which the Chief Executive Officer’sOfficer's performance is evaluated, and at all meetings of independent Directors. The current Chairman of the Committee on Directors and Corporate Governance is James D. Robinson III.
Each member of the Committee on Directors and Corporate Governance meets the independence requirements of the NYSE and the Company’sCompany's Corporate Governance Guidelines.
In 2007, the Committee on Directors and Corporate Governance engaged the consulting firm Watson Wyatt Worldwide to perform a benchmarking survey on director compensation within the Company’s peer group as described on page 41. The Committee on Directors and Corporate Governance did not request a recommendation on compensation from Watson Wyatt Worldwide.
The Executive Committee
Under the terms of its charter, the Executive Committee has the authority to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners by Delaware Law.
The Finance Committee
Under the terms of its charter, the Finance Committee helps the Board fulfill its responsibilities relating to oversight of the Company’sCompany's financial affairs. In fulfilling its duties, the Finance Committee, among other things, shall:
The Management Development Committee
Under the terms of its charter, the Management Development Committee helps the Board fulfill its responsibilities relating to succession planning and oversight of talent development for senior positions.
The Public Issues and Diversity Review Committee
Under the terms of its charter, the Public Issues and Diversity Review Committee helps the Board fulfill its responsibilities relating to public issues and diversity. In fulfilling its duties, the Public Issues and Diversity Review Committee, among other things, shall:
Director Nominations
The Committee on Directors and Corporate Governance will consider recommendations for directorships submitted by shareowners. Shareowners who wish the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.
In its assessment of each potential candidate, including those recommended by shareowners, the Committee on Directors and Corporate Governance reviews the nominee’snominee's judgment, integrity, experience, independence, understanding of the Company’sCompany's business or other related industries and such other factors the Committee on Directors and Corporate Governance determines are pertinent in light of the current needs of the Board. Diversity of race, ethnicity, gender and age are factors in evaluating candidates for Board membership. The Committee on Directors and Corporate Governance also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.
Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Committee on Directors and Corporate Governance considers, in addition to the requirements set out in the Company’sCompany's Corporate Governance Guidelines and its charter, quality of experience, the needs of the Company and the range of talent and experience already represented on the Board.
The Committee on Directors and Corporate Governance sometimes uses the services of a third-party executive search firm to assist it in identifying and evaluating possible nominees for Director. The Company has engaged the firm Egon Zehnder International to assist in the development and execution over time of a Board succession plan.
Certain Related Person Transactions
Herbert A. Allen
Herbert A. Allen, one of our Directors, is President, Chief Executive Officer and a Director of Allen & Company Incorporated (“ACI”("ACI") and a principal shareowner of ACI’sACI's parent. ACI is an indirect equity holder of Allen & Company LLC (“ACL”("ACL"). ACI transferred its investment and financial advisory services business to ACL in September 2002.
ACI has leased and subleased office space since 1977 in a building owned by one of our subsidiaries and located at 711 Fifth Avenue, New York, New York. In June 2005, ACI assigned the lease and sublease to ACL. In 2007,2008, ACL paid approximately $4.5$4.8 million in rent and related expenses and it is expected that ACL will pay a similar amount in 20082009 under the terms of the current lease. In the opinion of management, the terms of the lease, which were modified in 2002, are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the lease.
In 2007,2008, the Company paid ACL $1,000,000$1.5 million for financial advisory services it provided in connection with a potential transaction. In the opinion of management, the terms of the financial advisory services arrangement are fair and reasonable and as favorable to the Company as those thatwhich could be obtained from unrelated third parties.
James D. Robinson III
A daughter-in-law of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. PursuantThe Company supplied beverages to certain long-term agreements, the Company is theDelaware North as its preferred beverage supplier for Delaware North.in 2008. In addition, the Company has a sponsorship agreement with Delaware North relating to the TD Banknorth Garden in Boston. In 2007,2008, the Company paid Delaware North and its subsidiaries approximately $3.2$2.6 million in marketing and sponsorship payments in the ordinary course of business. In 2007,2008, Delaware North and its subsidiaries made payments totaling approximately $4.8 million to the Company directly and through bottlers and other agents to purchase fountain syrups and other products in the ordinary course of business. The Company has had a relationship with Delaware North for overmore than 75 years. In the opinion of management, the terms of the agreements are fair and reasonable and as favorable to the Company as those which could have been obtained from unrelated third parties at the time of the execution of the agreements. Mr. Robinson receives no benefit from this relationship.
Peter V. Ueberroth
A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the NBA. The Company and the NBA have entered into a marketing agreement. The Company made payments totaling approximately $8.2$11.9 million to the NBA in 20072008 for marketing, media placement, advertising, sponsorship, and ticketssponsorship in the ordinary course of business. The Company has had a relationship with the NBA since the late 1980’s.1980's. In the opinion of management, the terms of the agreement are fair and reasonable. Mr. Ueberroth receives no benefit from this relationship.
In addition, a brother of Mr. Ueberroth is an executive officer, director and majority owner of Preferred Hotel Group. The Company and Preferred Hotel Group have entered into a beverage marketing agreement. The Company made payments totaling approximately $153,000$205,000 to Preferred Hotel Group in 20072008 for beverage marketing services in the ordinary course of business. In the opinion of management, the terms of the agreement are fair and reasonable and as favorable to the Company as those which could have been obtained from unrelated third parties. Mr. Ueberroth receives no benefit from this relationship.
Berkshire Hathaway
Berkshire Hathaway is a significant shareownerHathaway's holdings constituted approximately 8.64% of the Company.Company's outstanding Common Stock as of February 23, 2009. McLane Company, Inc. (“McLane”("McLane") is a wholly owned subsidiary of Berkshire Hathaway. In 2007,2008, McLane made payments totaling approximately $123$137 million to the Company to purchase fountain syrup and other products in the ordinary course of business. Also in 2007,2008, McLane received from the Company approximately $7$7.8 million in agency commissions, and marketing payments and other fees relating to the sale of the Company’sCompany's products to customers in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’sHathaway's acquisition of McLane in 2003, is fair and reasonable, and is on terms substantially similar to the Company’sCompany's relationships with other customers.
International Dairy Queen, Inc. (“IDQ”("IDQ") is a wholly owned subsidiary of Berkshire Hathaway. In 2007,2008, IDQ and its subsidiaries made payments totaling approximately $2.4$2.0 million to the Company directly and through bottlers and other agents to purchase fountain syrup and other products for its corporate stores in the ordinary course of business. Payments from franchised stores are not included. Also in 2007,2008, IDQ and its subsidiaries received promotional and marketing incentives based on the volume of both corporate and franchised stores, totaling approximately $754,000$1.7 million from the Company and its subsidiaries in the ordinary course of business. This business relationship was in
place for many years prior to Berkshire Hathaway’sHathaway's acquisition of IDQ, is fair and reasonable, and is on terms substantially similar to the Company’sCompany's relationships with other customers.
FlightSafety International, Inc. (“FlightSafety”("FlightSafety") is a wholly owned subsidiary of Berkshire Hathaway. In 2007,2008, the Company paid FlightSafety approximately $723,000$854,000 for providing pilot, flight attendant and mechanic training services to the Company in the ordinary course of business. In the opinion of management, the terms of the FlightSafety agreement under which these services are provided are fair and reasonable, and as favorable to the Company as those which could have been obtained from unrelated third parties at the time of the execution of the agreement.
XTRA CorporationLease LLC ("XTRA") is a wholly owned subsidiary of Berkshire Hathaway. In 2007,2008, the Company paid approximately $233,000$187,000 to XTRA Corporation for the rental of trailers used to transport and store product in the ordinary course of business. In the opinion of management, the terms of the lease are fair and reasonable, and as favorable to the Company as those which could have been obtained from unrelated third parties at the time of the execution of the lease.
Berkshire Hathaway holds a significant equity interest in Moody’sMoody's Corporation (“Moody’s”("Moody's"). In 2007,2008, the Company paid fees of approximately $234,000$240,000 to a subsidiary of Moody’sMoody's for rating our commercial paper programs and for other services in the ordinary course of business. Also in 2007, the Company paid fees of $370,000 to a subsidiary of Moody’s for rating the Company’s offering of debt securities. The relationship with Moody’s CorporationMoody's is fair and reasonable and is on terms substantially similar to the Company’sCompany's relationships with similar companies.
Berkshire Hathaway also holds a significant equity interest in American Express Company (“("American Express”Express"). In 2007,2008, the Company paid fees of approximately $709,000$620,000 for credit card memberships, business travel and other services in the ordinary course of business to American Express or its subsidiaries. The Company received from American Express approximately $813,000$977,000 in rebates and incentives in the ordinary course of business. The relationship with American Express is fair and reasonable.
Business Wire, Inc. (“("Business Wire”Wire") is a wholly owned subsidiary of Berkshire Hathaway. In 2007,2008, the Company paid approximately $150,000$163,000 to Business Wire to disseminate news releases for the Company in the ordinary course of business. This business relationship was in place prior to Berkshire Hathaway’sHathaway's acquisition of Business Wire in 2006, is fair and reasonable, and is on terms as favorable to the Company as those which could have been obtained from unrelated third parties.
Approval of Related Person Transactions
Our policies and procedures regarding related person transactions are in writing in the committee charters for the Committee on Directors and Corporate Governance and the Audit Committee, and in our Codes of Business Conduct. These documents can be found on the Company’sCompany's website,www.thecoca-colacompany.com, under the Investors’Investors' section.
A “Related"Related Person Transaction”Transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to Directors or shareowners who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. Under our policy, there is no threshold amount applicable to executive officersExecutive Officers with regard to Related Person Transactions.
A “Related Person”"Related Person" means:
Related Person Transactions Involving Directors
In general, the Company will enter into or ratify Related Person Transactions only when the Board of Directors, acting through the Committee on Directors and Corporate Governance, determines that the Related Person Transaction is reasonable and fair to the Company.
When a new Related Person Transaction is identified, it is brought to the Committee on Directors and Corporate Governance to determine if the proposed transaction is reasonable and fair to the Company. The Committee on Directors and Corporate Governance considers, among other things, the evaluation of the transaction by employees directly involved and the recommendation of the Chief Financial Officer.
However, many transactions that constitute Related Person Transactions are ongoing and some arrangements predate any relationship with the Director or predate the Director’sDirector's relationship with the Company. For example, ACI’sACI's lease of space at 711 Fifth Avenue predates Mr. Herbert Allen’sAllen's service as a Director and was in place when the Company acquired the property as part of the purchase of Columbia Pictures in 1982.
When a transaction is ongoing, any amendments or changes are reviewed and the transaction is reviewed annually for reasonableness and fairness to the Company.
Identifying possible Related Person Transactions involves the following procedures in addition to the completion and review of the customary Directors’Directors' Questionnaires.
The Company annually requests each Director to verify and update the following information:
A nominee for Director also is required to provide the Company with the foregoing information.
Related Person Transactions Involving Executive Officers
Any Likewise, each Executive Officer is required to complete an Executive Officers' Questionnaire annually. In addition, any Related Person Transaction involving an executive officerExecutive Officer must be preapproved by the Chief Executive Officer. Any such transaction involving the Chief Executive Officer must be submitted to the Audit Committee for approval.
Related Person Transactions Involving Shareowners With More Than Five Percent Ownership
The process for evaluating transactions involving a shareowner who has an ownership interest of more than 5% is essentially the same as that employed for Directors, except that the transactions are submitted to the Audit Committee for approval. The shareowner who has an ownership interest of more than 5% is requested to complete a Principal Shareowner Questionnaire that is similar to questionnaires completed by Directors and executive officers.Executive Officers.
Verification Process
When the Company receives the requested information, the Company compiles a list of all such persons and entities, including all subsidiaries of the entities identified. The Office of the Secretary reviews the updated list and expands the list if necessary, based on a review of SEC filings, Internet searches and applicable websites.
Once the list of persons and entities, generally totaling over 3,000approximately 2,200 entities when shareowners who have an ownership interest of more than 5% are included, has been reviewed and updated, it is distributed within the Company to identify any potential transactions. This list also is sent to each of the Company’sCompany's approximately 360330 accounting locations to be compared to the lists of payablespayments and receivables.receipts.
All ongoing transactions, along with payment and receipt information, are compiled for each person and entity. The information is reviewed and relevant information is presented to the Committee on Directors and Corporate Governance or the Audit Committee, as the case may be, in order to obtain approval or ratification of the transactions and to review in connection with its recommendations to the Board on the independence determinations of each Director.
In 2006, the Board of Directors adopted the Directors’ Plan in order to link the pay of the Directors more closely with the interests of shareowners.Prior Directors' Plan. The Directors’Prior Directors' Plan ties the Directors’Directors' annual pay to the Company’sCompany's performance over a three-year period. If performance goals are not met, the Directors receive nothing.nothing for that year of service. No meeting, attendance or committee chair fees are paid.paid under the Prior Directors' Plan. Executive officersOfficers do not play any role in determining or recommending the amount of Director compensation. The performance plan for 2006 compensation (the 2006–2008 performance period) has been completed. Two performance plans, one for 2007 compensation (the 2007–2009 performance period) and one for 2008 compensation (the 2008–2010 performance period), are in progress. The completed plan for 2006 compensation paid out in February 2009. This was the first payment made to Directors, other than new or retiring Directors, since 2005.
New Directors' Plan
In February 2009, the Directors changed the Prior Directors' Plan. Beginning in 2009, Directors will be credited with $125,000 in share units that pay out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board. The value of these share units is tied to the long-term performance of Company
Common Stock. Directors also will receive $50,000 in cash annually and each Committee Chair will receive an additional $20,000 in cash. The Directors believe that the new Directors' Plan:
The two three-year performance periods under the Prior Directors' Plan currently in progress will continue according to their terms. The new Directors' Plan represents no increase in the amount awarded, except for Committee Chair fees. The total compensation initially credited under the new Directors' Plan is less than the amount paid out for 2006 service, as shown on page 31.
Prior Directors' Plan
The following questions and answers concern the Prior Directors' Plan in place before 2009. The last performance period under this plan ends December 31, 2010.
How doesdid the Directors’Prior Directors' Plan work?
Under the Directors’Prior Directors' Plan, the Board of Directors, with input from the Committee on Directors and Corporate Governance, sets a performance goal for a three-year period. Everyevery year, each Director, except a new Director, iswas credited with share units.units as compensation for that year. The number of share units iswas equal to the number of shares of Common Stock that could be purchased on the first day of the first regularly-scheduled Board meeting, which occursoccurred in February, with $175,000. WhenThe Board of Directors, with input from the Committee on Directors and Corporate Governance, set a dividend is paid on Common Stock, the number of units is increased by the number of shares of Common Stock that could be purchased with the amount of the dividend on the dividend payment date.performance goal for a three-year period. If the performance goal is met at the end of the three-year period, the Directors are paid in cash an amount equal to the number of units multiplied by the market value of a share of Common Stock on the date the Audit Committee certifies performance results. If the goal is not met, no payment is made. When a dividend is paid on Common Stock, the number of units is increased by the number of shares of Common Stock that could be purchased with the amount of the dividend on the dividend payment date.
What happens if a Director leaves the Board before the end of the three-year period?
The share units do not vest upon termination of service as a Director. If a Director does not continue to serve as a Director, the share units credited to his or her account for each performance period in progress are prorated based on the amount of time in the performance period he or she served as a Director. Thus, for example, if a Director leaves after the first year of the performance period, he or she would be entitled to one-third of the payment made to the Directors who served for the entire three-year period. Any Director who leaves prior to the end of the performance period would receive such prorated payment only after the three-year performance period had ended and only if the performance goal had been met.
How arewere new Directors treated?
The Board determined that new Directors would be paid $175,000 in cash for their first 12 months of service, and then participate in the performance portion of the Directors’Prior Directors' Plan on
the same terms as the other Directors. For example, Ms. Herman joined the Board in October 2007. She will bewas paid $175,000 in cash in quarterly installments over the first 12-month period of service. Thereafter,In October 2008, she will participate in the performance portionwas credited with a prorated number of the Directors’ Plan for the performance period beginning in 2008, but her share
units will be prorated. Assuming that the performance goal for the 2008–2010 performance period is met, she would receive approximately 26/36th of the payment made to ongoing Directors who were paid for the entire three-year period.
CanCould the Directors defer any of the payment they receive?
The Directors’ Deferral Plan provides that non-management Non-management Directors may electhave elected to defer receipt of all or part of the cash settlement of the share units, if earned, underuntil the Directors’ Plan untillater of (i) January 15 of the year following the year they leavethe Director leaves the Board or (ii) six months after the Director leaves the Board. A Director could elect a lump sum or up to five annual installments. If a Director defers the payout of the share units, the amount that would have been paid is credited to an account under the Directors’ DeferralDirectors' Plan. Each Director elects to have his or her account credited with earnings as if the account is invested in share units or cash. Cash deferrals are credited with interest at the prime lending rate of SunTrust Bank. Share units are credited with hypothetical dividends and appreciate (or depreciate) as would an actual share of Common Stock purchased on the deferral date. Both cash deferrals and share unit deferrals will beStock. The Directors' accounts are paid in cash. The Directors’ DeferralDirectors' Plan does not provide for above market or preferential earnings on deferrals (as those terms are defined by the SEC).
How are the plans in progress performing?
As of December 31, 2007,2008, there were twothree performance periods ongoing under the Directors’Prior Directors' Plan: the 2006–2008 performance period andfor 2006 compensation, the 2007–2009 performance period.period for 2007 compensation, and the 2008–2010 performance period for 2008 compensation. For the 2007–20092008–2010 performance period, the share units were credited based on the value of Common Stock on February 15, 2007.21, 2008. The number of units initially credited for the 2008–2010 performance period to each participating Director atwas 3,010.
For all of the beginning of that period was 3,658.
For both the 2006–2008 performance period and the 2007–2009 performance period,periods, the Board set a target of 8% compound annual growth in comparable earnings per share. For the 2007���2008–2010 performance period, the Company's 2007 comparable earnings per share of $2.70 is used as the base for this calculation. For the 2007–2009 performance period, the Company’sCompany's 2006 comparable earnings per share of $2.37 is used as the base for this calculation. For the 2006–2008 performance period, the Company’sCompany's 2005 comparable earnings per share of $2.17 is used as the base for this calculation. For bothall performance periods, the calculation of comparable earnings per share growth is adjusted for significant structural changes, accounting changes, and non-recurring charges and gains. The Audit Committee must approve and certify any adjustments. These adjustments are intended to provide a consistent year-to-year comparison.
In February 2009, the Audit Committee will reviewreviewed and certifycertified the Company’sCompany's comparable earnings per share performance for the 2006–2008 performance period. The Audit Committee certified that the performance target of 8% compound comparable earnings per share growth was achieved. Each Director participating in the plan for this performance period was credited with 4,587 share units as of February 18, 2009. Based on the average of the high and low prices of Company Common Stock on February 18, 2009, Directors earned $195,617 for this performance period upon the Board's authorization of payout on February 19, 2009. These Directors received no cash compensation in 2006, 2007 or 2008.
In February 2010, the Audit Committee will review and certify the Company’sCompany's comparable earnings per share performance for the 2007–2009 performance period. In February 2011, the Audit Committee will review and certify the Company's comparable earnings per share performance for the 2008–2010 performance period. Currently, it is anticipated thatnot known whether the targets for both periods will be met. As of the end of 2008, we believed it was probable that the targets would be achieved for both periods based on performance through 2008. However, the volatility in the global economic
environment and the impact of currency over the remaining years of the performance periods will have a significant impact on whether or not the programs ultimately pay out.
As of December 31, 2007,2008, each Director, except Ms. Herman, and Mr. Wallenberg, who began hisher service as a Director on January 1,in 2007 and Mr. Wallenberg and Ms. Lagomasino, who began their service as Directors in 2008, had 8,20411,545 total share units, with a total aggregate value of $503,479. These share unitswhich relate to the twothree performance periods, as follows:
| Share Units as of December 31, 2007 | Payment Date | Value as of December 31, 2007 | ||||
2006–2008 Performance Period | 4,455 | February 2009, if the performance goal is met | $273,403 | |||
2007–2009 Performance Period | 3,749 | February 2010, if the performance goal is met | $230,076 |
| Performance Period | Share Units as of December 31, 2008 | Payment Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006–2008 Performance Period | 4,587 | February 2009* | |||||||||||
| 2007–2009 Performance Period | 3,860 | February 2010, if the performance goal is met | |||||||||||
| 2008–2010 Performance Period | 3,098 | February 2011, if the performance goal is met | |||||||||||
2008 Director Compensation in 2007
| | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Name (a) | | Fees Earned or Paid in Cash ($) (b) | | Stock Awards ($) (c) | | Option Awards ($) (d) | | Non-Equity Incentive Plan Compensation ($) (e) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | | All Other Compensation ($) (g) | | Total ($) (h) | | ||||||||||||||||||||
| Herbert A. Allen | $ | 0 | $ | 111,934 | $0 | $0 | $0 | $ | 3 | $ | 111,937 | |||||||||||||||||||||||||
| Ronald W. Allen | 0 | 111,934 | 0 | 0 | 0 | 614 | 112,548 | |||||||||||||||||||||||||||||
| Cathleen P. Black | 0 | 111,934 | 0 | 0 | 0 | 357 | 112,291 | |||||||||||||||||||||||||||||
| Barry Diller | 0 | 111,934 | 0 | 0 | 0 | 614 | 112,548 | |||||||||||||||||||||||||||||
| Alexis M. Herman | 131,250 | 11,815 | 0 | 0 | 0 | 3 | 143,068 | |||||||||||||||||||||||||||||
| Donald R. Keough | 0 | 111,934 | 0 | 0 | 0 | 3 | 111,937 | |||||||||||||||||||||||||||||
| Maria Elena Lagomasino | 43,750 | 0 | 0 | 0 | 0 | 1 | 43,751 | |||||||||||||||||||||||||||||
| Donald F. McHenry | 0 | 111,934 | 0 | 0 | 0 | 1,036 | 112,970 | |||||||||||||||||||||||||||||
| Sam Nunn | 0 | 111,934 | 0 | 0 | 0 | 32,933 | 144,867 | |||||||||||||||||||||||||||||
| James D. Robinson III | 0 | 111,934 | 0 | 0 | 0 | 21,036 | 132,970 | |||||||||||||||||||||||||||||
| Peter V. Ueberroth | 0 | 111,934 | 0 | 0 | 0 | 13,354 | 125,288 | |||||||||||||||||||||||||||||
| Jacob Wallenberg | 175,000 | 0 | 0 | 0 | 0 | 3 | 175,003 | |||||||||||||||||||||||||||||
| James B. Williams | 0 | 111,934 | 0 | 0 | 0 | 16,095 | 128,029 | |||||||||||||||||||||||||||||
Name (a) | Fees (b) | Stock (c) | Option (d) | Non-Equity (e) | Change in ($) (f) | All Other (g) | Total ($) (h) | |||||||
Herbert A. Allen | $ 0 | $189,072 | $ 0 | $ 0 | $ 0 | $ 3 | $189,075 | |||||||
Ronald W. Allen | 0 | 189,072 | 0 | 0 | 0 | 615 | 189,687 | |||||||
Cathleen P. Black | 0 | 189,072 | 0 | 0 | 0 | 357 | 189,429 | |||||||
Barry Diller | 0 | 189,072 | 0 | 0 | 0 | 357 | 189,429 | |||||||
Alexis M. Herman | 43,750 | 0 | 0 | 0 | 0 | 3 | 43,753 | |||||||
Donald R. Keough | 0 | 189,072 | 0 | 0 | 0 | 3 | 189,075 | |||||||
Donald F. McHenry | 0 | 189,072 | 0 | 0 | 0 | 1,036 | 190,108 | |||||||
Sam Nunn | 0 | 189,072 | 0 | 0 | 0 | 20,164 | 209,236 | |||||||
James D. Robinson III | 0 | 189,072 | 0 | 0 | 0 | 1,036 | 190,108 | |||||||
Peter V. Ueberroth | 0 | 189,072 | 0 | 0 | 0 | 12,164 | 201,236 | |||||||
James B. Williams | 0 | 189,072 | 0 | 0 | 0 | 17,319 | 206,391 |
No employee who serves as a Director is paid for those services. Mr. Wallenberg began his service as a Director on January 1, 2008 and therefore is not included in the table above.
Fees Earned or Paid in Cash (Column (b))
Other than Ms. Herman, no DirectorMs. Lagomasino and Mr. Wallenberg received any cash paymentpayments for services in 2007.2008. As a new Director, Ms. HermanDirectors, they received cash compensation for their first twelve months of service instead of participating in the performance portion of the Directors’Prior Directors' Plan, as described in the narrative above. Ms. Herman's first year of service ended in October 2008, so she also received a prorated
number of share units for the 2008–2010 performance period. Ms. Lagomasino and Mr. Wallenberg, who began their service as Directors in 2008, received only cash in 2008. The amountamounts reported in the Fees Earned or Paid in Cash column for Ms. Herman reflectsreflect the cash amountamounts paid for 2007.2008.
Stock Awards (Column (c))
The amounts reported in the Stock Awards column reflect the expense associated with each Directors’Directors' share units under the Directors’Prior Directors' Plan, calculated in accordance with the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), “Share"Share Based Payment” (the “Equity Accounting Rules”Payment" ("FAS 123R"). Even though the units may be forfeited, the amounts reported do not reflect this contingency. The amounts reported reflect the expense for a portion of each of the twothree performance periods since the three-year performance periods overlap. TheFor all Directors with share units, other than Ms. Herman, the total amount represents $112,373$46,759 for the 2006–2008 performance period, and $76,699$39,801 for the 2007–2009 performance period. The expense is determined by dividingperiod and $25,374 for the number of share units for each three-year period by three and then multiplying that number by the average of the high and low prices of the Common Stock on the reporting date.2008–2010 performance period. The expense is recorded if the Company’s internal projections determineCompany determines that it is probable that the performance goal will be met. The value of the share unit awards for the 2008–2010 performance period on February 15, 2007, the grant date (February 21, 2008) was $175,000. Ms. Herman received a prorated number of share units valued on the grant date (October 18, 2008) at $35,479, with an accounting expense for 2008 of $11,815.
All Other Compensation (Column (g))
The amounts reported in the All Other Compensation column reflect, where applicable, the premiums for business travel accident insurance, life insurance (including accidental death and dismemberment coverage), medical and dental insurance, and Company matching gifts to non-profit organizations for Directors who participated in that program.
For Directors who elected coverage prior to 2006, the Company provides health and dental insurance coverage on the same terms and cost as available to U.S. employees and life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. The premiums for life insurance (including accidental death and dismemberment) were: for each of Messrs. Ronald Allen, NunnDiller and Ueberroth,Nunn $611; for both Ms. Black and Mr. Diller, $354; and for each of Messrs. McHenry, Robinson, Ueberroth and Williams, $1,033. Group travel accident insurance coverage of $200,000 is provided to all Directors while traveling on Company business, at a Company cost of $3 per Director. The total cost for these insurance benefits to all of the non-management Directors in 20072008 was $37,059.$36,052.
The Directors are eligible to participate in the Company’sCompany's matching gifts program.program, which is the same program available to all U.S. based employees and retirees. In 2007,2008, this program matched up to $4,000$10,000 of charitable contributions to tax-exempt arts, cultural, environmental or educational organizations, on a two for one basis. The total cost of matching contributions on behalf of the non-management Directors for 20072008 was $16,000.$50,000. Mr. Nunn's and Mr. Robinson's designated charities received $20,000 each. Mr. Williams' designated charity received $10,000.
The Company also provides its products to Directors. The total cost of Company products provided during 20072008 to all of the non-management Directors was approximately $7,000.$12,500, which is not reflected in the table.
COMPENSATION DISCUSSION AND ANALYSIS
Overview
We pay Despite challenging economic headwinds, the Company in 2008 delivered strong operating performance. Specifically, the Company achieved:
Earnings per share declined 3% on a reported basis, primarily related to non-cash impairment charges at Coca-Cola Enterprises Inc., restructuring charges and asset write-downs. However, after considering these items impacting comparability, earnings per share grew 17% on a comparable basis. The Company's total shareowner return, representing the change in share price plus dividends, was 21.3% for performance. By this, we mean that rewards are not paid when results are not delivered. Likewise, we provide increased rewards for extraordinary results. In 2007, the Company’speriod 2005-2008. However, the Company's total return to shareowners representing share price appreciation and dividends,for 2008 was 30%. This total return ranks in the top quartile of the Company’s peer group as set forth on page 41.negative 23.8% versus 2007.
Executive compensation in 20072008 reflected this strongthe solid operating performance of the Company, as well as the market downturn. Most of the compensation for Named Executive Officers varies with Company and individual performance. In addition, the value of the majority of the compensation for Named Executive Officers is tied to the price of Company stock. The Company’sCompany's pay for performance philosophy was evident in the specific elements of compensation in 20072008 as follows:
2009 will be based on growth in comparable earnings per share and growth in volume.
Stock Options. Because the Company's stock price declined in October 2007, 8,918,533 options granted in 1997, including2008, 68% of outstanding stock options held by the Named Executive Officers expired unexercised becausewere "underwater" as of December 31, 2008. This means that the grant price was higher than the market valueprice of the Common Stock and therefore those options had no current value. In addition, stock options granted in 1998 expired in October 2008 at a sharetime when the grant price exceeded the market price of Common Stock did not exceed the exercise price at that time.
Generally, we have no employment contracts with our executives or employees, unless required or customary based on local law or practice. With respect to theStock. As a result 8,831,985 options, including 32,560 held by Named Executive Officers, expired unexercised. Our stock option plans prohibit repricing of options without shareowner approval and the Company has a clear position against repricing options.
Performance Share Units. At the end of 2008, the performance of the 2006–2008 Performance Share Units was achieved at the maximum level. However, we havedetermined in 2008 that the 2007–2009 Performance Share Units were likely to pay out at a contract only with Mr. Reyes sincesignificantly lower level than was forecasted at the end of 2007. Because the predicted performance level was significantly lower, the Company reversed a portion of the accounting expense taken in 2007 related to the 2007–2009 Performance Share Units as required by FAS 123R. As detailed beginning on page 52, some accounting expense was reversed for all of our employeesNamed Executive Officers.
The Compensation Committee has been monitoring the ongoing global economic conditions. Although no significant changes were made in Mexico have employment contracts in accordance with Mexican law.
As these results illustrate, our2008 to the Company's overall compensation programs contribute to a high-performing culturephilosophy and help focus employees,structure, the Compensation Committee has determined that senior executives, including the Named Executive Officers, on delivering results that drive sustainable growth.will not receive merit increases to base salary in 2009.
Overall Compensation Philosophy and Objectives
Our compensation philosophy is to drive and support the Company’sCompany's long-term goal of sustainable growth and total shareowner return by paying for performance.performance, with due consideration to balancing risk and reward. By “sustainable"sustainable growth,”" we mean investing in our long-term opportunities while meeting our short-term commitments.
We have a global compensation framework that is designed to ensure that:that we:
our rewards
we
we
we
We design our compensation programs to:
make
We The Compensation Committee evaluates risks and rewards associated with the Company's overall compensation philosophy and structure. Management discusses with the Compensation Committee the routines that have been put in place to identify and mitigate, as necessary, potential risks. With respect to specific elements of compensation:
constitutes a relatively small portion of total direct compensation for Executive Officers. Board and management procedures include monthly management review and quarterly review of business performance by the Audit Committee and the Company's internal disclosure committee.
Elements of Compensation
Each element of our compensation programs in 2008 is intended to encourage and foster the following results and behaviors:
Total direct compensation is comprised of base salary, annual incentivesincentive and long-term equity compensation. When we evaluate the market competitiveness of executive compensation, we consider
total direct compensation. The majority of this compensation is dependent upon the performance of the Company and the individual. If the Company or the individual does not perform, executives may receive only a fraction of their targeted total direct compensation.
Generally, we have no employment contracts with our executives or employees, unless required or customary based on local law or practice. With respect to the Named Executive Officers, we have a contract only with Mr. Reyes since all of our employees in Mexico have employment contracts in accordance with Mexican law.
Decision-Making Process and Role of Executive Officers
The following chart provides an overview ofdescribes how compensation decisions are made for the Named Executive Officers, including the role of executive officers.Executive Officers:
| Step 1: | The Human Resources department, using data provided by the Compensation Committee consultant, develops competitive pay guidelines for base salary, annual incentive and long-term equity compensation. These guidelines are developed based on an analysis of our peer group's (as set forth on page 43) pay practices, internal equity and affordability. The Compensation Committee discusses and then modifies or agrees to suggested guidelines. | |
Step 2: | The Compensation Committee considers the Board's evaluation of the Chairman and the President and Chief Executive Officer and makes preliminary determinations on base salary, annual incentive and long-term equity compensation. | |
The Chairman and the President and Chief Executive Officer consider performance and make individual recommendations to the Compensation Committee for other senior executives on base salary, annual incentive, and long-term equity compensation. The Compensation Committee reviews, discusses and modifies as appropriate these compensation recommendations. | ||
Step 3: | The Compensation Committee discusses compensation recommendations for the Chairman and the President and Chief Executive Officer with the Board and considers its input. The Compensation Committee makes final decisions with regard to the Chairman and the President and Chief Executive Officer. | |
The Compensation Committee also approves recommendations for other senior executives. | ||
Step 4: | The Compensation Committee communicates its decisions to the Chairman and the President and Chief Executive Officer. Managers communicate compensation decisions to their direct reports. |
Annual Compensation
Base Salary.We pay base salary to attract talented executives and to provide a fixed base of cash compensation. Base salary guidelinesThis generally comprises 15-20% of total direct compensation for executives, although it may be a smaller percentage for the executive officers are set byhighest level executives. For each position in the Company, including the Named Executive Officers' positions, we assigned a job grade based on job duties and responsibilities. Each job grade has a salary range. To determine the salary ranges, the Compensation Committee based on their subjective determination, after considering:took into account several factors including:
competitive market data;
internal equity and affordability;
the employee’s current compensation; and
individual performance.
As described in the “Benchmarking” section
Since several other elements of compensation are driven by base salary, the Compensation Committee is careful to set the appropriate level of base salary. We do not seek to set the base salary of any employee, including anyBase salaries for Named Executive Officer, at a certain multipleOfficers are individually determined by the Compensation Committee, within the salary range for the job grade after considering:
Internal equity in this context means ensuring that employees with similar responsibilities, experience and historical performance are rewarded comparably. Affordability is also used in determining base salaries and annual increases. What we pay our employees, including the Named Executive Officers, eventually is factored into the price of our products. We look at base salary, annual incentive opportunities and long-term incentive awardsequity compensation to understand whether total direct compensation is competitive and affordable. We do not seek to set the base salary of any employee, including any Named Executive Officer, at a certain multiple of the salary of another specified employee.
For each position After the base salary is determined using this process, a review is conducted by comparing the recommended salary to a reference point in the Company,salary range. This reference point is determined by evaluating a number of factors including the Named Executive Officers’ positions, we assign aan analysis of competitive pay for all jobs within each job grade, based on job dutiesinternal equity and responsibilities. Eacha comparison of the reference point for each job grade hasto ensure a logical progression from grade to grade. This is used solely as a reference point for the Compensation Committee to validate that the salary range. When adjusting base salaries, annual increases are awardedis competitive and set appropriately based on the Compensation Committee’s assessment of the employee’sindividual's skills, experience performance for the previous year, and performance versus peers in comparable roles. These increases generally are awarded within a pre-established range approved by the Compensation Committee. We seek to provide the highest performing employees the highest rewards.performance.
In general, there are three situations that may warrant an adjustment to base pay: annual merit increases, promotions or changes in role, and market adjustments.
Annual merit increases.The As noted above, senior executives will not receive merit increases in 2009. In a year where annual merit increases are awarded, the Compensation Committee reviews potential merit increases to base salary in February and merit increases, if any, are usually effective April 1. Annual merit increases are not guaranteed and adjustments take into account the individual’sindividual's performance, responsibilities, and experience, as well as internal equity and external market practices thatpractices. These increases generally are discussed under “Benchmarking” below.awarded within a pre-established range approved by the Compensation Committee. Individual increases are determined after a case-by-case evaluation by the employee’semployee's manager. We seek to provide the highest performing employees the highest rewards. This is intended to encourage executives to meet their personal goals, which include developing talent, personal skill development and similar goals.
The Chief Executive Officer and the President evaluate recommendations for each of the other Named Executive Officers and submit them to the Compensation Committee for final review and approval. The Compensation Committee relies to a large extent on the Chief Executive Officer’s and President’s evaluation of the other Named Executive Officers’ performance.
Promotions or changes in role.We also may recommend a salary increase to recognize an increase in responsibilities resulting from a change in an employee’semployee's role or a promotion to a new
position. We carefully consider new responsibilities, external pay practices and internal equity in addition to past performance and experience when making such salary changes.
Market adjustmentsadjustments.. Market adjustments are awarded to individuals who are performing successfully when we recognize a significant gap between the market data and the individuals’individuals' base salaries. These gaps can be driven by inflation or by scarce supply of talent for a particular role. In general, market adjustments are determined as part of the annual merit review process.
Actions taken in 20072008.. In 2008, Messrs. Isdell and Kent evaluated recommendations for each of the other Named Executive Officers and submitted them to the Compensation Committee for final review and approval. The Compensation Committee reviewed external market datarelied to ensure thata large extent on Messrs. Isdell's and Kent's evaluations of the other Named Executive Officers' performance.
Mr. Isdell’s salary remained competitive. The full Board also reviewed Mr. Isdell’s performance against his individual goals. Based on these reviews, the Compensation Committee increased Mr. Isdell’sIsdell's base salary by 10% effective April 1, 2007. An increase of 10% was deemed appropriate because of Mr. Isdell’s strong performance, because he haddid not received an increasechange in base salary since he was appointed Chief Executive Officer in 2004, and because market data indicated higher base salaries for CEO positions.
As previously disclosed,2008. When Mr. Kent was promoted to President and Chief OperatingExecutive Officer effective July 1, 2008, the Compensation Committee considered external competitive market data in December 2006.determining Mr. Kent's base salary. Mr. Kent's base salary was set at $1,200,000 per year, a 20% increase over his salary in his prior position to reflect his increased responsibilities and the competitive market for chief executive officer talent. This was his only increase in 2008.
Mr. Cummings was promoted to his current position of Chief Administrative Officer effective July 1, 2008. As a result, the Compensation Committee approvedMr. Cummings' salary was set at $700,000 per year, a 25%15% increase over his prior salary, to Mr. Kent’s base salary effective January 1, 2007.reflect his increased responsibilities. This increase included anwas in addition to his annual merit increase of 7% effective in April 2008.
Messrs. Isdell and an amount to recognize his promotion.
The Chief Executive Officer and the PresidentKent reviewed business and individual performance for the other Named Executive Officers. Based on this review, they proposed to the Compensation Committee the following merit increases, which were approved:
Mr. Finan’s salary was increased 23% in December 2006, effective January 1, 2007, which included both a merit increase and an adjustment to better align his salary with the market, based on his increased responsibilities and a market review of similar positions; and
a 5.5%5% increase effective April 1, 20072008 to Mr. Reyes reflecting Finan; and
Annual Incentive.As a component of total compensation, the Compensation Committee chooses to pay annual incentives to drive the achievement of key results for the Company, the Group and/or the business unit and to recognize business units and individuals based on their contributions to those results. The annual incentive generally comprises 15-20% of total direct compensation for executives. The Compensation Committee recognizes that short-term results contribute to achieving long-term goals. The amount of
Typically, the annual incentive payout to all eligible employees includingis paid under the Performance Incentive Plan using a formula, as described in the Company's 2008 Proxy Statement, based on objectively determinable business results. The Company has never disclosed the exact business targets or their interrelationships used under the formula to determine the annual incentive because doing so would result in competitive harm to the Company. In addition, the Company does not believe that such disclosure would be material to shareowners' understanding of the plan. In May 2008, the Company received a comment letter from the SEC requesting that we disclose the exact performance targets used for the Performance Incentive Plan. The Company did not believe such disclosure was required. After extensive discussions with the SEC over a number of months, the SEC then requested that we disclose the range of business performance targets and the personal performance factors for each Named Executive Officer. The Company believed that disclosing the ranges would allow a competitor
to recreate the matrix of business performance targets and use this information to determine our business strategy.
Therefore, the Compensation Committee decided to approve discretionary bonuses for the Named Executive Officers is determinedfor 2008 rather than base incentives on those confidential business performance targets. This means that the incentives paid to Messrs. Isdell, Kent, Finan and Cummings (the U.S. based on a formula. This formula is:
Base Salary X Annual Incentive Target % X Business Performance Factor % X Personal Performance Factor %
To illustrate how the formula works, assume that a Named Executive Officer had a base salaryOfficers other than the Chief Financial Officer) will not be deductible for tax purposes for 2008 pursuant to Section 162(m) of $650,000the Tax Code. The Compensation Committee weighed the additional tax cost versus the competitive harm in disclosing the plan targets and andetermined that the potential competitive harm significantly outweighed the additional tax cost, which was not material.
The starting point for the discretionary annual incentive for the Named Executive Officers was a target of 125%percentage of base salary. Hypothetically, assume that actual performance resulted in a 115% Business Performance Factor and the executive’s Personal Performance Factor was 105%. Using these hypothetical assumptions, the Named Executive Officer’s annual incentive payout would be:
Base Salary | Annual Incentive Target (% of base salary) | Hypothetical Business Performance Factor | Hypothetical Personal Performance Factor | Total Annual Incentive | ||||||||||||
| $650,000 | X | 125% | X | 115% | X | 105% | = | $981,094 |
Each of these factors are described in more detail below.
Annual Incentive Target. The Annual Incentive TargetThis percentage of base salary is determined by each executive’sexecutive's job grade and is consistent throughout the world for a particular job grade. No Named Executive Officer could earn more than the maximum provided under the Performance Incentive Plan. For 2007,2008, the Annual Incentive Targetstargets for the Named Executive Officers, were:
Business Performance Factor.The Business Performance Factor percentage is the resultrange of measuring actual results against pre-established business objectives that are set in Februarypotential payouts for the upcoming year. The Compensation Committee typically selects two or three key business performance measures that will focus participants, including theeach Named Executive Officers, on behaviors that will drive long-term sustainable growth. The measures may be different for the Company as a whole and for the operating units. Our annual incentive plan includes a wide variety of shareowner-approved measures of business performance from which the Compensation Committee may choose to establish the performance targets for the year. These are described on page 75.
Depending on the Named Executive Officer’s responsibilities, the Business Performance Factor is measured and determined based solely on Company-wide performance, or a combination of Company and operating group performance. For 2007, the annual incentives for all of the Named Executive Officers, except Mr. Reyes, were based on Company-wide performance because their responsibilities are substantially for the Company as a whole. Mr. Reyes’ annual incentive was based 50% on Company-wide performance and 50% on Latin America Group results because he is responsible for the Latin America Group.
For 2007, the Compensation Committee chose volume and net income as performance measures for the Company as a whole, and volume and profit before tax as the performance measures for the operating units. These measures were chosen because they are correlated to long-term sustainable growth in our business and are aligned with our strategic plan. In addition, in order to achieve more than 100% of target on the volume measure, a minimum level of performance with respect to volume must be achieved for specific categories of beverages.
Payout grids are established at the beginning of each performance period using the performance measures selected by the Compensation Committee. The plan is designed to provide a matrix of performance points at which the target annual incentive could be earned. The chart below details the potential payouts:
The Compensation Committee sets the target awards to be challenging, but reasonably attainable. The maximum award is intended to be very difficult to achieve. Based on historical analysis, we believe the target award is somewhat likely, but not easily achieved. There is only a remote probability (less than 5%) that the maximum award could be attained. Past performance is not an indication of future performance, but provides valuable data to the Compensation Committee as it sets targets for the plan year. Over the last eight years, the business performance targets were exceeded slightly more than half of the time, but the maximum payout was never awarded. As disclosed in the 2007 Grants of Plan-Based Awards Table on page 58, the target award for 2007 was exceeded, but the maximum was not attained for any Named Executive Officer.
Personal Performance Factor.The Personal Performance Factor is determined after the end of the year based on an evaluation of actual performance of the individual participants, including the Named Executive Officers, versus their pre-established individual objectives. The levels of performance and the corresponding Personal Performance Factor range from 0% – 160%, and are as follows:
If the minimum personal performance is not attained by an individual, there is no incentive paid, regardless of Company performance.
The Compensation Committee approves the Chief Executive Officer’s objectives. The President sets his objectives after discussion with the Chief Executive Officer. For the other Named Executive Officers, the objectives were set after individual discussion with the Chief Executive Officer or the President.
Incentive for Mr. Isdell. In determining Mr. Isdell’s 2007 annual incentive award, the Compensation Committee took into account his leadership of the organization and the Company’s strong performance over the past year. In particular, the Company delivered results that exceeded its long-term volume and profit targets. The Company’s total return to shareowners, representing share price appreciation and dividends, was 30%, and the Company achieved 4% growth in sparkling beverages and 12% growth in still beverages. In addition, Mr. Isdell:
made strides in repositioning the U.S. business for growth, including the acquisition of glacéau;
completed succession planning for the Chief Executive Officer role and designed a smooth transition plan;
continued to lead the Company’s efforts in the area of corporate social responsibility; and
improved the Company’s executive bench strength and leadership structure.
Incentives for other Named Executive Officers. In determining the incentives for the other Named Executive Officers, in addition to the Company’s strong business performance, the Chief Executive Officer, and the actual amounts awarded were:
| | | | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Name | | Target Percentage of Base Salary | | Range of Potential Payouts | | Actual Award | | ||||||||
| Mr. Isdell | 200% | $0 – $10,000,000 | $4,500,000 | |||||||||||||
| Mr. Kent | 175% for January – June | 0 – 6,640,000 | 4,500,000 | |||||||||||||
| 200% for July – December | ||||||||||||||||
| Mr. Cummings | 125% | 0 – 2,800,000 | 950,000 | |||||||||||||
| Mr. Fayard | 125% | 0 – 2,966,400 | 1,100,000 | |||||||||||||
| Mr. Finan | 125% | 0 – 3,150,000 | 1,350,000 | |||||||||||||
| Mr. Reyes | 125% | 0 – 2,418,800 | 1,250,000 | |||||||||||||
In utilizing its discretion, the Compensation Committee considered their personal accomplishments. Specifically:a number of quantitative and qualitative factors, including, but not limited to, volume growth, earnings per share growth, global volume and value share gains and overall Company operating performance in the current economic climate. In addition, the Compensation Committee also considered performance against individual goals as follows:
Supply Chain organizations.
areas of Tax, Treasury, Audit and Merger and Acquisitions strategies. He also co-led Company-wide transformation and productivity initiatives and acted as an effective and dependable partner in matters related to the Board of Directors and Board Committees.
Long-Term Equity Compensation
General.We provide performance-based long-term equity compensation opportunities to our senior executives, including the Named Executive Officers, as part of their total direct compensation because we believe theyto tie the interests of these individuals directly to the interests of our shareowners. We also believe that long-term equity compensation is an important retention tool. Long-term equity compensation generally comprises 60–70% of total direct compensation for executives.
The Compensation Committee set ranges for long-term equity compensation for each job grade using the same process it used to set base salary ranges, as described above, including surveying our peer group's (as set forth on page 43) equity compensation practices, noting the 50th, 60th and 75th percentiles to gain an understanding of the range of competitive pay. The actual total value of long-term equity compensation within the range awarded to each employee, including Named Executive Officers, is individually determined after considering:
There is no specific target within the ranges. After a value is determined using this process, a review is conducted by comparing the recommended amount to a reference point in the long-term equity range. This reference point is determined by evaluating a number of factors including an analysis of competitive pay for all jobs within each job grade, internal equity and a comparison of the reference points for each job grade to ensure a logical progression from grade to grade. This reference point is used by the Compensation Committee to validate market competitiveness of long-term equity compensation. The value awarded to a particular senior executive may be higher or lower than this reference point.
In 2007,2008, we awarded annual long-term equity compensation to our senior executives,eligible employees, including the Named Executive Officers, in two forms: stock options and performance share units. The Compensation Committeevalue determined a total target value of long-term equity to be awarded tofor each senior executive. This valueemployee was based on an assessment of competitive long-term incentive practices among our peer companies (listed on page 41) and each executive’s contributions to the Company’s longer term performance, as determined in the Compensation Committee’s subjective review. This value is then delivered through a combination of 60% stock options and 40% performance share units. This mix of equity was determined after a detailed review of competitive market practices and ensures a balance between internal and external measures of the Company’sCompany's performance as reflected in the Company’sCompany's stock price. In February 2008, the Company began usingThis mix of equity was the same combination of stock optionsfor Named Executive Officers and performance share units for all employees who areother eligible for long-term equity compensation. This is to ensure that all eligible participants are aligned against the same objectives and priorities. Prior to 2008, eligible employees who were not senior executives received only stock options.
employees. The Compensation Committee determinesdetermined actual award levels based on its review of individual performance and expected potential for future contributions to our sustainable growth. The Compensation Committee also takestook into account an individual’sindividual's history of past awards, time in current position, and any change in responsibility. Long-term equity awards play no role in the determination of retirement benefits.
The In February 2009, we awarded annual long-term equity compensation to eligible employees only in the form of stock options. Because of the extreme volatility and uncertainty in the world economy, it was exceptionally difficult to set reliable three-year economic profit targets for performance share units and therefore we did not award performance share units in February 2009. Additional details ofconcerning our long-term equity compensation plans can be found beginning on page 75.79.
Stock Options.We believe stock options are inherently performance-based because the exercise price is equal tono less than the market value of the Common Stock on the date the option is granted. Therefore, the option has value to the holder only if the market value of the Common Stock appreciates over time. When the stock price does not increase, the stock options do not have value. For example, stock options granted in 1997 expired in October 2007 at a time when the market price of Common Stock was less than the grant price. As a result, a total of 8,918,533 options expired unexercised, of which 118,000 were held by the Named Executive Officers.
In 2007,2008, we granted stock options to approximately 6,800 employees.4,600 employees, including all Named Executive Officers. There is no relationship between the timing of our equity award grants and our release of material, non-public information. The options are granted with an exercise price equal tono less than the average of the high and low prices of the Common Stock on the date of grant. The laws of certain foreign jurisdictions require additional restrictions on the calculation of the option price. Except to comply with foreign regulations, including tax regulations, the grant date is the date the Compensation Committee takes action. We do not, and have not, backdated options. The Company believes that the methodology used in its plans, the average of the high and low prices of the Common Stock on the grant date, is more representative of the fair value than an arbitrarythe closing market price. This methodology has been used by the Company for over 20 years. In 2007, as a result of the Compensation Committee’s decision to take additional time to consider his equity award, Mr. Isdell’s stock options were granted one week after grants were made to the general population of eligible employees. Although the average stock price on the date of Mr. Isdell’s grant was slightly lower than the average stock price on the date options were granted to the general eligible population, the Compensation Committee granted Mr. Isdell’s options at the same exercise price as the grant to the other eligible employees, even though that price was higher than what was required.
Performance Share Units.In 20072008, we granted performance share units as part of our normal award process to approximately 70 senior executives, including4,600 employees. These were generally the Named Executive Officers.same employees who received stock options. Performance share units provide an opportunity for employees to receive restricted stock if certaina performance criteria arecriterion is met for a three-year performance period. The stock is generally restricted for anone additional year. For performance share units granted prior to 2008, the stock is restricted two additional years. Except in the case of retirement, dividends are paid only once the performance criteria arecriterion is met.
All Named Executive Officers received an award of performance share units in February 2007.2008. For the 2007–20092008–2010 performance period, the measureperformance criterion is compound annual economic profit growth. Economic profit is our net operating profit after tax less the cost of the capital used in our business. The Compensation Committee chose this measure as it believed economic profit growth is a key metric for long-term sustainable growth. Over time, economic profit growth has proven to be highly correlated with the performance of our stock price.
For the 2007–20092008–2010 performance period, the Compensation Committee set the target performance measure at 8.3%9% compound annual economic profit growth. The threshold award requires 5.7%6.5% growth and the maximum award is earned at 10.3%11% growth. If the minimum performance measure is not met,
no shares are earned. In determining the minimum, target and maximum economic profit growth levels, the Compensation Committee considers the circumstances facing the Company for the specific performance period. Actual grants, of restricted stock, if any, range from 50% to 150% of the target number of performance share units awarded.
In February 2007, the Compensation Committee and the Audit Committee certified the results of the 2004–2006 performance period. The performance target was only partially met and therefore only
two-thirds of the target award was granted. The remaining one-third of the target award was forfeited. A total of 208,084 performance share units, valued at $9,956,819 based on the closing price of Common Stock on February 15, 2007, was forfeited. In February 2008, the Compensation Committee and the Audit Committee certified the results of the 2005–2007 performance period, which was based on compound annual growth in comparable earnings per share. The target was 5% compound annual growth in comparable earnings per share and the maximum award was earned at 7% compound annual growth in comparable earnings per share. The performance target was achieved at the maximum level and 150% of the target award was granted. In February 2009, the Compensation Committee and the Audit Committee certified the results of the 2006–2008 performance period. The target was 8% compound annual growth in comparable earnings per share and the maximum award was earned at 10% compound annual growth in comparable earnings per share. The performance leveltarget was attainedachieved at the maximum level and 150% of the target award was granted.
Benchmarking Special Awards to Mr. Kent in 2008. Mr. Kent became Chief Executive Officer of the Company effective July 1, 2008, and also continued as President. In conjunction with Mr. Kent's new responsibilities, the Compensation Committee reviewed Mr. Kent's compensation package. In addition to the salary increase and increase in his annual incentive target described above, Mr. Kent was awarded two sets of stock options. The first grant of 632,911 options was awarded to bring Mr. Kent's total compensation to a competitive level for a chief executive officer position and commensurate with his responsibilities. These options were granted at a price of $50.53, the average of the high and low prices of the Common Stock on the date of grant. These options vest 25% on the first, second, third and fourth anniversary of the grant date, and vesting does not accelerate upon Mr. Kent's retirement. The second grant was a special, one-time grant of 289,352 options. This grant is a special incentive for Mr. Kent and was designed so that Mr. Kent cannot realize value from the options until shareowners have first recognized value. These options were granted at a price of $58.1095, which is a 15% premium over the price of the Common Stock on the grant date. These options vest 100% on the fourth anniversary of the grant date and vesting does not accelerate upon Mr. Kent's retirement. The retirement provision of Mr. Kent's awards is more stringent than the provision applied to the awards to the general population of employees. For both grants, Mr. Kent is required to retain all shares acquired upon exercise until separation from the Company, except to pay the option exercise price and/or to pay taxes related to the option.
Peer Group
We use a peer group of companies as a reference for determining competitive total compensation packages. Currently, our peer group consists of the following 32 companies:
| 3M Company Abbott Laboratories Altria Group, Inc. American Express Company Anheuser-Busch Companies, Inc.* Bank of America Corporation Bristol-Myers Squibb Company Citigroup Inc. Colgate-Palmolive Company Eli Lilly and Company General Electric Company General Mills, Inc. Hewlett-Packard Company H.J. Heinz Company Intel Corporation International Business Machines Corporation | Johnson & Johnson Kimberly-Clark Corporation Kraft Foods Inc. McDonald's Corporation Merck & Co., Inc. Microsoft Corporation Nestlé S.A. Nike, Inc. PepsiCo, Inc. Pfizer Inc. Schering-Plough Corporation The Home Depot, Inc. The Procter & Gamble Company The Walt Disney Company Unilever PLC Wyeth |
The Compensation Committee established this peer group in 2003, and periodically reviews the group to ensure that it is still pertinent for comparison purposes. The peer group was last reviewed in 2007. Currently, ourRecognizing the significant changes in the global macroeconomic environment, the Committee intends to review the peer group consists of the following 32 companies:
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in 2009. These companies were selected because we share many distinguishing criteria, including, but not limited to, market capitalization, global operations, significant brand equity, similar distribution system challenges, and/or certain financial similarities. We also compete with these companies for executive talent.
In 2006, the Compensation Committee did an extensive survey of the peer group’s pay practices to gain an understanding of market trends and level of competitive pay for executives. This study was not renewed in 2007 as it was determined after discussion with the consultant to the Compensation Committee that no significant changes in compensation practices and trends had occurred in 2007. The Compensation Committee benchmarked the 50th, 60th and 75th percentiles of the peer group’s pay practices to gain an understanding of the range of competitive pay practices. The Compensation Committee chose the 60th percentile as a reference point with respect to base salary and annual incentive. A Named Executive Officer’s base salary may be higher or lower than the reference point based on personal performance, skills and experience in his current role, as determined by the Compensation Committee based on its subjective review. The Compensation Committee chose the 75th percentile as a reference point for long-term equity
compensation. The actual amounts paid for total direct compensation with regard to 2007 were above the reference point, as performance exceeded expectations, consistent with our pay for performance philosophy.
Role of the Compensation Consultant
The Compensation Committee engaged a representative of Towers Perrin as its independent compensation consultant during 20072008 to provide research, market data, survey information and design expertise in developing compensation programs for executives and equity programs for eligible employees. Towers Perrin also provided market data and recommendations around changes to the Company's stock ownership guidelines. In addition, this representative keeps the Compensation Committee apprised of competitive and regulatory activities related to executive compensation practices. This representative does not determine or recommend the exact amount or form of executive compensation for any of the Named Executive Officers. This representative generally attends meetings of the Compensation Committee, is available to participate in executive sessions and also communicates directly with the Compensation Committee Chair or its members outside of meetings.
The Compensation Committee has a written engagement letter with Towers Perrin. Under the terms of this engagement letter, letter:
The Compensation Committee is free to replace the representative or hire additional consultants at any time. The representative provides no other consulting services to the Company. Towers Perrin has established a firewall between the representative and other services provided by Towers Perrin to the Company.
During 2007,2008, Towers Perrin and its affiliates received less than 1% of its totaltheir consolidated gross revenues from the Company for consulting and actuarial fees. The Compensation Committee adopted an Independence Policy for the Compensation Committee consultant in February 2008 that establishes independence requirements, including that Towers Perrin doesand its affiliates do not derive more than 1% of itstheir consolidated gross revenues from the Company. The Independence Policy also requires an annual certification from Towers Perrin confirming compliance with the Compensation Committee’sCommittee's Independence Policy.
Additional Information
Benefits
In the United States, the Named Executive Officers participate in the same benefit plans as the general employee population. International plans vary, but each Named Executive Officer receives only the benefits offered in the relevant broad-based plan. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with the Company. These benefits help the Company be competitive in attracting and retaining employees. Benefits help to keep employees focused on serving the Company and not distracted by matters related to paying for health care, adequate savings for retirement and similar issues.
Perquisites
The Company provides those perquisites that it feels are necessary to enable the Named Executive Officers to perform efficiently perform their responsibilities and to minimize distractions. We believe the benefit the Company receives from providing these perquisites outweighs the cost to provide them.
The Board requires Mr.Messrs. Isdell and Mr. Kent to fly on the Company aircraft for business and personal use to provideuse. This requirement provides security given the high visibility of the Company and its brands, to maximizemaximizes their productive time, and to ensureensures their quick availability. The United States is not the home country of either our Chairman or President and Chief Executive Officer and reasonable personal use of the aircraft maximizes their productivity. Consistent with past practice, the Company reimburses Mr. Isdell for taxes incurred because of his personal use of Company aircraft. However, Mr. Kent is not provided a tax reimbursement for personal use of aircraft. Messrs. Isdell’sIsdell's and Kent’sKent's use of a Company car and driver for commuting and business enhances security. Mr. Kent also is provided with a Company car and driver when in Turkey for security purposes. Mr. Cummings had use of a Company car and driver in 2008 when he was on an overseas assignment in South Africa. He is not provided a Company car or driver in the United States. Mr. Reyes and his spouse each has the use of a Company car and driver for security purposes in Mexico City. Messrs. Fayard and Finan are not provided with a Company car or driver.
The Company reimburses its senior executives, including the Named Executive Officers, for financial planning up to $13,000 per year for Mr.Messrs. Isdell and Kent and up to $10,000 per year for other senior executives. This benefit is available only as a reimbursement, not as a guaranteed amount.amount, and if not used in a year, is forfeited. The Company provides this reimbursement for three reasons. First, a significant percentage of our senior executives have dual nationalities and work or have worked outside their home country.country, which complicates their tax and financial situations. Second, this benefit helps to ensure that the executive realizes the full value of his or her compensation and helps ensure they are compliant with local country laws. Third, it allows the executive to stay focused on business matters. The complexities of being a global executive were considered in offering this benefit to senior executives. While it would be simpler to eliminate this benefit, which represents a very small percentage of compensation, the benefits to the Company would not be assured.
Mr. Cummings participated in the International Service Program for a portion of 2008 when he was on assignment in South Africa. Mr. Cummings, who is a U.S. citizen, ceased participating in the International Service Program upon his relocation to Atlanta in October 2008. Mr. Finan, who is not a U.S. citizen, participates in the Company’sCompany's International Service Program. Mr. Cummings and Mr. Finan iswere provided only the benefits offered to all employees eligible to participate in the International Service Program.
The Company does not consider security to be a perquisite, as we believe it is a business necessity to protect our employees given the global visibility of our brands and the extensive locations where we operate. As described further on page 58, the Company provides personal security when circumstances warrant.
As discussed in more detail on page 76, the Compensation Committee in February 2009 approved certain perquisites for Mr. Kent formerly participatedIsdell following his retirement in April 2009. Mr. Isdell will receive continued security at his residences and secretarial assistance for 12 months following retirement. The Compensation Committee believes these perquisites are reasonable to allow Mr. Isdell to wrap up Company business and transition to retirement. The total cost to the International Service Program when based in Hong Kong in 2006.Company of these perquisites is approximately $75,400.
For a more detailed discussion of these perquisites and their valuation, see the discussion of All Other Compensation beginning on page 53.55.
Post-Termination Compensation
Retirement Plans
We do not have special retirement plans for any Named Executive Officer. Messrs. Isdell, Kent, Cummings and Fayard are eligible to participate in the Employee Retirement Plan of The Coca-Cola Company (the “Retirement Plan”"Retirement Plan") and the retirement portion of theThe Coca-Cola Company Supplemental Pension Plan (the "Supplemental Pension Plan"), as are substantially all of our non-union U.S. employees. Mr. Finan, as a non-U.S. citizen and an expatriate employee covered undera participant in the International Service Program, participates in The Coca-Cola Export Corporation Overseas Retirement Plan (the “Overseas Plan”"Overseas Plan"). Messrs. Isdell and Reyes also accrue benefits under the Overseas Plan related to their prior international service. These plans prohibit duplication of benefits and are designed to provide a career-based retirement benefit, regardless of the country where the employee works.worked. We adoptedhave these plans as an additional means to attract and retain employees, many of whom accept international mobility as a basic precept of their employment with the Company. The retirement plans provide employees, including the Named Executive Officers, the opportunity to plan for future financial needs during retirement. The actual benefit is calculated on the same basis for all participants in a given plan and is based on:
length of service;
covered compensation (base salary and cash incentives); and
age at retirement.
Mr. Reyes participates in the Coca-Cola Mexico Pension Plan (the “Mexico Plan”"Mexico Plan") along with all other Mexico-based employees and his benefit is calculated in the same manner as all other participants in the Mexico Plan.
These plans generally determine benefits solely on base pay and cash incentive compensation. For a more detailed discussion on the retirement plans and the accumulated benefits under these plans, see the 20072008 Pension Benefits table and the accompanying narrative beginning on page 63.65.
Deferred Compensation Plan
We adopted The Coca-Cola Company Deferred Compensation Plan (the “Deferred"Deferred Compensation Plan”Plan") in 2002. We chose to offer this program because it provides an opportunity for the U.S. based participants, including the eligible Named Executive Officers, to save for future financial needs at little cost to the Company. The amount of base salary and annual incentive earned by the employee is not affected by the Deferred Compensation Plan. The Deferred Compensation Plan essentially operates as an uninsured, tax-advantaged personal savings account of the employee, administered by the Company, and contributes to the Company’sCompany's attractiveness as an employer. The Company may hedge the liability, invest the cash retained and/or use the cash in its business. The Deferred Compensation Plan offers a range of deemed investment options, including various equity funds, a bond fund, and a money market fund. The categories of investment options are similar to those in the Thrift & Investment Plan, although the number of fund choices is smaller in the Deferred Compensation Plan. The Deferred Compensation Plan does not guarantee a return or provide for above-market preferential earnings. In fact, due to the downturn in world markets, the weighted average return of the various deemed investment choices under the Deferred Compensation Plan in 2008 was negative 25%.
For a more detailed discussion of the Deferred Compensation Plan, see the 20072008 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 65.68.
Severance Plan
The Coca-Cola Company Severance Pay Plan (the “Severance Plan”"Severance Plan"), for its U.S. based employees and participants in the International Service Program pays benefits in specific circumstances such as when an employee’semployee's position is eliminated. All non-union, non-manufacturing U.S. employees, including the U.S. based Named Executive Officers, are covered by the Severance Plan. Payments are based on job grade level of responsibility, seniority and/or length of service. For the U.S. based Named Executive Officers, the maximum payment under the Severance Plan is two times base salary. This amount was determined to be appropriate for senior employees, including the Named Executive Officers, to assist in transition to new employment, as it may take a longer period of time for a more senior executive to find comparable employment. Mr. Reyes' separation arrangements are governed by Mexican law. The Company has no separate termination arrangements with any of the Named Executive Officers. For a more detailed discussion of the Severance Plan, see page 7781 and Payments on Termination or Change in Control beginning on page 66.69.
Change in Control
The Company has change in control provisions in its annual incentive plan, its equity compensation plans and its retirement plans. These provisions apply equally to all plan participants, including the Named Executive Officers. The provisions require that the event that triggers the change in control, such as an acquisition, actually be completed. The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred. We have
no additional change in control agreements or arrangements with any of the Named Executive Officers and do not provide a tax gross-up for any change in control situation.
The change in control provisions were adopted to ensure that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction will not
be tempted to act in their own interests rather than the interests of the shareowners.shareowners in general. Thus, the provisions are designed to make any transaction neutral to the employees’employees' economic interests. Employees likely would not be in a position to influence the Company’sCompany's performance after a change in control and might not be in a position to earn their incentive awards or vest in their equity awards. Therefore, the Company believes that the change in control provisions are fair.fair and protect shareowner value.
The annual incentive plan provides that the annual incentive be paid at target (and in no event above target) upon a change in control, prorated for the actual number of months worked in the year.
Generally, our equity compensation plans provide that restricted stock and stock options will vest in full upon a change in control. The performance share units granted in 20072008 do not contain change in control provisions. However, if restricted stock has been awarded after the performance goals have been met, any additional service-based restrictions will lapse upon a change in control.
The Compensation Committee believes that the provisions provided under both our annual incentive plan and equity compensation plans are appropriate since an employee’semployee's position could be adversely affected by a change in control even if he or she is not terminated. These plans provide, however, that the Board of Directors may determine in advance of a change in control event that the provisions would not apply and therefore no accelerated vesting would occur.
The Company’s U.S.Company's retirement plans also contain change in control provisions that affect all of our U.S. employeesparticipants equally, including the participating Named Executive Officers. Upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. The employee must actually leave the Company within two years of a change in control in order to receive this benefit. There are no additional credited years of service. Under the Retirement Plan and the Supplemental Pension Plan, upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. In addition, employees terminating prior to earliest retirement age will receive an early retirement subsidy calculated as if they had reached earliest retirement age. The Overseas Plan contains the same provision and, in addition, normal retirement age is also reduced to age 60, resulting in a larger retirement benefit. The Company believes these provisions provide some security with respect to pension benefits.
For a more detailed discussion of these change in control arrangements, see Payments on Termination or Change in Control beginning on page 66.69.
Tax Compliance Policy
Section 162(m) of the Tax Code limits deductibility of certain compensation for the Chief Executive Officerchief executive officer and the three other executive officers (other than the CFO)chief financial officer) who are highest paid and employed at year-end (“("Covered Employees”Employees") to $1 million per year. If certain conditions are met, performance-based compensation may be excluded from this limitation. While we do not design our compensation programs solely for tax purposes, we do design our plans to be tax efficient for the Company where possible and where the design does not add a layer of complexity to the plans or their administration. Our shareowner-approved incentive plans, stock option plans and certain awards under The Coca-Cola Company 1989 Restricted Stock Award Plan (the “1989"1989 Restricted Stock Plan”Plan") meet the conditions necessary for deductibility. However, if following the
requirements of Section 162(m) would not be in the interests of shareowners, the Compensation Committee may exercise discretion to pay nondeductible compensation. As described above, this was the case with the annual incentives for 2008.
Tax and Accounting Implications of Each Form of Compensation
Ownership Guidelines
For many years, the Company has had share ownership guidelines for senior executives, including the Named Executive Officers. The ownership guidelines prior to January 1, 2009 were:
| Role | Value of Common Stock to be Owned | |||||||
|---|---|---|---|---|---|---|---|---|
| Chief Executive Officer | Lesser of 5 times base salary or 150,000 shares | |||||||
| President and Chief Operating Officer | Lesser of 4 times base salary or 85,000 shares | |||||||
| Group Presidents, Chief Financial Officer, and President, Bottling Investments Group | Lesser of 3 times base salary or 40,000 shares | |||||||
| Officers, job grade 18 and above | Lesser of 2 times base salary or 20,000 shares | |||||||
| Function heads, job grade 18 and above | Lesser of 1 times base salary or 10,000 shares | |||||||
The Compensation Committee monitors compliance annually. Each executive has five years from the date he or she becomes a senior executive to meet his or her target. If an executive is promoted and the target is increased, an additional two-year period is provided to meet the target. Targets increase with rankBased on the guidelines in the organization.effect in 2008, Mr. Isdell meetsmet his target. Immediately prior to his promotion, Mr. Kent met his target ofas President. Due to the lesser of (i) the number of shares with a market value equal to five times salary or (ii) 150,000 shares.Company's stringent insider trading policy, which prohibits transactions in Company stock except during announced trading periods, Mr. Kent meets hishad not been able
to meet the Chief Executive Officer target as of the lesser of (i) the number of shares with a market value equal to four times salary or (ii) 85,000 shares.December 31, 2008. Messrs. Cummings, Fayard, Finan and Reyes meetmet their target of the lesser of (i) the number of shares with a market value equal to three times salary or (ii) 40,000 shares.2008 target. Shares counted toward the guidelines include:
New ownership guidelines were adopted effective January 1, 2009. These new guidelines increase the number of shares some senior executives are required to own. In addition, equity awards beginning February 2009 contain a provision requiring any senior executive who has not met his or her ownership guidelines within the required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and/or taxes.
The new ownership guidelines are:
| Role | Value of Common Stock to be Owned | |||||||
|---|---|---|---|---|---|---|---|---|
| Chief Executive Officer | 8 times base salary | |||||||
| Executive Vice Presidents and Group Presidents | 4 times base salary | |||||||
| Other Senior Executives | 2 times base salary | |||||||
| Business Unit Presidents Below Senior Executive Level | 1 times base salary | |||||||
Trading Controls
Senior executives, Executive Officers, including the Named Executive Officers, are required to receive the permission of the Company’sCompany's General Counsel prior to entering into transactions in Company securities, including those involving derivatives, other than the exercise of employee stock options. Permission is not granted for hedging transactions. Generally, trading is permitted only during announced trading periods. The Company does not restrict pledges as pledging can provide a more attractive interest rate for personal loans. All shares held in brokerage margin accounts can be considered “pledged”"pledged" and the Company has not forbidden margin accounts. However, as of year-end, no Executive Officers have pledged shares of Common Stock. The Named Executive Officer bears full responsibility if he or she violates Company policy by permitting shares to be bought or sold without preapproval or when trading is restricted.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2007.2008.
Cathleen P. Black, Chair
Ronald W. Allen
Alexis M. Herman
James D. Robinson III
| Cathleen P. Black, Chair Ronald W. Allen Alexis M. Herman Maria Elena Lagomasino James D. Robinson III |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised entirely of the fourfive independent Directors listed above. Other than James D. Robinson III, Compensation Committee members do not have any non-trivial professional, familial or financial relationship with the Chief Executive Officer, other executive officersExecutive Officers or the Company, other than his or her directorship.
A daughter-in-law of James D. Robinson III, one of our Directors and a member of the Compensation Committee, has an indirect minority equity interest in Delaware North. The Company’sCompany's relationship with Delaware North is described on page 24.25.
The following tables, narrative and footnotes discuss the compensation of ourthe two individuals who served as Chief Executive Officer during 2008, the Chief Financial Officer and ourthe three other most highly compensated executive officersExecutive Officers during 2007.2008.
20072008 Summary Compensation Table
Name and Principal Position (a) | Year | Salary ($) | Bonus ($) | Stock ($) | Option ($) | Non-Equity ($) | Change in ($) | All Other ($) | Total ($) | |||||||||||||
| (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||
E. Neville IsdellChairman of the Board and Chief Executive Officer | 2007 2006 | $ | 1,612,500 1,500,000 | $ 0 0 | $ | 9,426,234 10,195,698 | $ | 7,369,657 7,290,000 | $6,649,500 5,500,000 | $6,009,984 5,371,105 | $817,066 545,407 | $ | 31,884,941 30,402,210 | |||||||||
Muhtar Kent President and Chief Operating Officer | 2007 2006 | | 1,000,000 773,077 | 0 0 | | 3,690,544 1,177,850 | | 3,198,868 1,072,533 | 3,797,500 1,809,962 | 1,125,995 532,178 | 749,461 871,563 | | 13,562,368 6,237,163 | |||||||||
Gary P. Fayard Executive Vice President and Chief Financial Officer | 2007 2006 | | 687,387 616,298 | 0 0 | | 3,584,823 4,039,666 | | 3,286,368 2,056,278 | 1,915,900 1,493,588 | 547,014 563,197 | 87,897 69,499 | | 10,109,389 8,838,526 | |||||||||
Irial Finan1 Executive Vice President and President, Bottling Investments and Supply Chain | 2007 | 750,000 | 0 | 1,733,289 | 1,238,752 | 1,598,400 | 155,726 | 372,835 | 5,849,002 | |||||||||||||
José Octavio Reyes | 2007 2006 | | 568,842 543,793 | 0 0 | | 2,776,995 3,263,700 | | 3,434,315 1,693,724 | 1,364,800 1,185,810 | 970,873 708,081 | 544,534 446,839 |
| 9,660,359 7,841,947 | |||||||||
|
|
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
E. Neville Isdell1 | 2008 2007 2006 | $ | 1,650,000 1,612,500 1,500,000 | $ | 4,500,000 0 0 | $ | 2,754,247 9,426,234 10,195,698 | $ | 8,798,041 7,369,657 7,290,000 | $ | 0 6,649,500 5,500,000 | $ | 6,580,733 6,009,984 5,371,105 | $ | 984,299 816,670 545,407 | $ | 25,267,320 31,884,545 30,402,210 | |||||||||||
Muhtar Kent1 | 2008 2007 2006 | 1,100,000 1,000,000 773,077 | 4,500,000 0 0 | 617,978 3,690,544 1,177,850 | 4,231,249 3,198,868 1,072,533 | 0 3,797,500 1,809,962 | 2,792,762 1,125,995 532,178 | 748,182 749,353 871,563 | 13,990,171 13,562,260 6,237,163 | |||||||||||||||||||
Alexander B. Cummings, Jr.2 | 2008 | 643,127 | 950,000 | 1,046,557 | 1,587,834 | 0 | 450,641 | 617,726 | 5,295,885 | |||||||||||||||||||
Gary P. Fayard | 2008 2007 2006 | 732,777 687,387 616,298 | 1,100,000 0 0 | 538,521 3,584,823 4,039,666 | 2,244,478 3,286,368 2,056,278 | 0 1,915,900 1,493,588 | 1,081,237 547,014 563,197 | 98,391 87,789 69,499 | 5,795,404 10,109,281 8,838,526 | |||||||||||||||||||
Irial Finan3 | 2008 2007 | 778,125 750,000 | 1,350,000 0 | 1,322,408 1,733,289 | 1,597,544 1,238,752 | 0 1,598,400 | 310,201 155,726 | 677,479 372,727 | 6,035,757 5,848,894 | |||||||||||||||||||
José Octavio Reyes | 2008 2007 2006 | 606,081 568,842 543,793 | 1,250,000 0 0 | (104,122 2,776,995 3,263,700 | ) | 2,066,165 3,434,315 1,693,724 | 0 1,364,800 1,185,810 | 495,457 970,873 708,081 | 399,036 544,534 446,839 | 4,712,617 9,660,359 7,841,947 | ||||||||||||||||||
Bonus (Column (d))
The As described in the Compensation Discussion and Analysis beginning on page 38, the Company paid no discretionary bonuses to the Named Executive Officers for 2007. All2008. For 2007 and 2006, annual incentive awardsincentives were paid pursuant to the Named Executive Officers for 2007 were performance-based. These payments, which were madeformula under the Company’s annual performance incentive plan, arePerformance Incentive Plan (as set forth in the Company's 2008 Proxy Statement) and reported in the Non-EquityColumn (g) (Non-Equity Incentive Plan Compensation column (column (g))Compensation).
Stock Awards (Column (e))
The amounts reported in the Stock Awards column reflect the accounting expense associated with awards of performance share units (“PSUs”("PSUs"), restricted stock or restricted stock units to each of the Named Executive Officers, calculated in accordance with the Equity Accounting Rules.FAS 123R. Even though the awards may be forfeited, the amounts do not reflect this contingency.
In 2008, accounting expense related to the 2007–2009 PSUs was reversed for all Named Executive Officers as required by FAS 123R. The amounts reversed are detailed below. The total for Mr. Reyes is negative because the amount reversed exceeded the amount expensed for all of his other stock awards in 2008.
The Company cautions that the amounts reported in the 20072008 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’sCompany's performance, stock price, and, except for Mr. Isdell, continued employment. Additional information on all outstanding stock awards is reflected in the 20072008 Outstanding Equity Awards at Fiscal Year-End table on page 60.62.
The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 15 to the Company’sCompany's consolidated financial statements in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 20072008 (the “Form 10-K”"Form 10-K"). The Company grants PSUs and restricted stock under the 1989 Restricted Stock Plan. The material provisions of the 1989 Restricted Stock Plan are described beginning on page 75.80.
The numbers are difficult to compare between the Named Executive Officers and also from year to year. This is mainly because the numbers represent the accounting expense for portions of several awards. The numbers also are affected by whether it appears probable or not that the performance conditions, if any, for outstanding awards will be met. In addition, the numbers are affected by whether a Named Executive Officer is retirement eligible since retirement eligibility reduces the period over which an award is expensed. To see the value of awards made to the Named Executive Officers in 2007,2008, refer to the 20072008 Grants of Plan-Based Awards table on page 58.60. To see the value actually received by the Named Executive Officers in 2007,2008, refer to the 20072008 Option Exercises and Stock Vested table on page 62.
Shown below is the detail of the total amount shown in the Stock Awards column as it relates to specific past awards:
| 2007 | 2006 | |||
Mr. Isdell | • $5,200,017 for February 2007 PSUs • $1,513,600 for February 2006 PSUs • $924,147 for February 2005 PSUs • $1,788,470 for July 2004 restricted stock | • $6,558,934 for February 2006 PSUs • $1,848,294 for February 2005 PSUs • $1,788,470 for July 2004 restricted stock | ||
Mr. Kent | • $2,299,994 for February 2007 PSUs • $410,900 for February 2006 performance-based restricted stock • $979,650 for December 2005 PSUs | • $415,900 for February 2006 performance-based restricted stock • $761,950 for December 2005 PSUs | ||
Mr. Fayard | • $1,702,024 for February 2007 PSUs • $410,900 for February 2006 performance-based restricted stock • $746,400 for December 2005 PSUs • $494,409 for December 2004 PSUs • $186,334 for December 2003 PSUs • $38,250 for October 1998 restricted stock • $6,506 for October 1994 restricted stock | • $415,900 for February 2006 performance-based restricted stock • $1,244,000 for December 2005 PSUs • $1,217,007 for December 2004 PSUs • $1,118,003 for December 2003 PSUs • $38,250 for October 1998 restricted stock • $6,506 for October 1994 restricted stock | ||
Mr. Finan | • $382,800 for February 2007 PSUs • $439,599 for October 2006 performance-based restricted stock • $457,170 for December 2005 PSUs • $453,720 for December 2004 PSUs | Not applicable because Mr. Finan was not a Named Executive Officer in 2006. | ||
Mr. Reyes | • $1,821,608 for February 2007 PSUs • $587,790 for December 2005 PSUs • $367,597 for December 2004 PSUs | • $1,153,810 for December 2005 PSUs • $1,029,272 for December 2004 PSUs • $1,080,618 for December 2003 PSUs |
The amounts reported for 2006 in column (e) have been adjusted from the amounts reported in the 2007 Proxy Statement. The Company changed the period over which a portion of the PSUs are expensed for employees who are retirement eligible. For 2006, amounts were expensed in full for retirement-eligible employees if it became probable that an amount above the target award would be earned. For 2007, the methodology was changed to expense the amount above the target over the remaining performance period, consistent with the Equity Accounting Rules. As a result, the expense for 2006 is lower than the amount reported in the 2007 Proxy Statement. This is merely a timing difference. The total expense for the PSU awards has not changed. The amounts reported in column (e) of the 2006 Summary Compensation Table have been reduced as follows:
Amounts reported for 2006 in the 2007 Proxy Statement | Amounts reported for 2006 in this Proxy Statement | |||
Mr. Isdell | $12,128,912 | $10,195,698 | ||
Mr. Kent | 1,232,275 | 1,177,850 | ||
Mr. Fayard | 4,347,292 | 4,039,666 | ||
Mr. Reyes | 3,563,129 | 3,263,700 |
| Name | 2008 Stock Expense | 2007 Stock Expense | 2006 Stock Expense | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Isdell | • | $3,599,992 for 08-10 PSUs | • | $5,200,017 for 07-09 PSUs | • | $6,558,934 for 06-08 PSUs | ||||||||||||||||
| • | ($2,600,008) for 07-09 PSUs | • | $1,513,600 for 06-08 PSUs | • | $1,848,294 for 05-07 PSUs | |||||||||||||||||
| • | $1,009,067 for 06-08 PSUs | • | $924,147 for 05-07 PSUs | • | $1,788,470 for July 2004 restricted | |||||||||||||||||
| • | $745,196 for July 2004 restricted | • | $1,788,470 for July 2004 restricted | stock | ||||||||||||||||||
| stock | stock | |||||||||||||||||||||
| Mr. Kent | • | $1,286,875 for 08-10 PSUs | • | $2,299,994 for 07-09 PSUs | • | $761,950 for 06-08 PSUs | ||||||||||||||||
| • | ($1,299,997) for 07-09 PSUs | • | $979,650 for 06-08 PSUs | • | $415,900 for February 2006 | |||||||||||||||||
| • | $217,700 for 06-08 PSUs | • | $410,900 for February 2006 | performance-based restricted | ||||||||||||||||||
| • | $413,400 for February 2006 | performance-based restricted | stock | |||||||||||||||||||
| performance-based restricted stock | stock | |||||||||||||||||||||
| Mr. Cummings | • | $164,589 for 08-10 PSUs | Not applicable because | Not applicable because | ||||||||||||||||||
| • | ($124,740) for 07-09 PSUs | Mr. Cummings was not a Named | Mr. Cummings was not a Named | |||||||||||||||||||
| • | $391,860 for 06-08 PSUs | Executive Officer for 2007. | Executive Officer for 2006. | |||||||||||||||||||
| • | $438,104 for 05-07 PSUs | |||||||||||||||||||||
| • | $176,744 for 04-06 PSUs | |||||||||||||||||||||
| Name | 2008 Stock Expense | 2007 Stock Expense | 2006 Stock Expense | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Fayard | • | $793,578 for 08-10 PSUs | • | $1,702,024 for 07-09 PSUs | • | $1,244,000 for 06-08 PSUs | ||||||||||||||||
| • | ($962,014) for 07-09 PSUs | • | $746,400 for 06-08 PSUs | • | $1,217,007 for 05-07 PSUs | |||||||||||||||||
| • | $248,800 for 06-08 PSUs | • | $494,409 for 05-07 PSUs | • | $1,118,003 for 04-06 PSUs | |||||||||||||||||
| • | $413,400 for February 2006 | • | $186,334 for 04-06 PSUs | • | $415,900 for February 2006 | |||||||||||||||||
| performance-based restricted | • | $410,900 for February 2006 | performance-based restricted | |||||||||||||||||||
| stock | performance-based restricted | stock | ||||||||||||||||||||
| • | $38,250 for October 1998 | stock | • | $38,250 for October 1998 | ||||||||||||||||||
| restricted stock | • | $38,250 for October 1998 | restricted stock | |||||||||||||||||||
| • | $6,507 for October 1994 | restricted stock | • | $6,506 for October 1994 | ||||||||||||||||||
| restricted stock | • | $6,506 for October 1994 restricted stock | restricted stock | |||||||||||||||||||
| Mr. Finan | • | $156,028 for 08-10 PSUs | • | $382,800 for 07-09 PSUs | Not applicable because Mr. Finan | |||||||||||||||||
| • | ($118,800) for 07-09 PSUs | • | $457,170 for 06-09 PSUs | was not a Named Executive Officer | ||||||||||||||||||
| • | $391,860 for 06-08 PSUs | • | $453,720 for 05-07 PSUs | for 2006. | ||||||||||||||||||
| • | $453,720 for 05-07 PSUs | • | $439,599 for October 2006 | |||||||||||||||||||
| • | $439,600 for October 2006 performance-based restricted stock | • | performance-based restricted stock | |||||||||||||||||||
| Mr. Reyes | • | $707,783 for 08-10 PSUs | • | $1,821,608 for 07-09 PSUs | • | $1,153,810 for 06-08 PSUs | ||||||||||||||||
| • | ($1,029,605) for 07-09 PSUs | • | $587,790 for 06-08 PSUs | • | $1,029,272 for 05-07 PSUs | |||||||||||||||||
| • | $217,700 for 06-08 PSUs | • | $367,597 for 05-07 PSUs | • | $1,080,618 for 04-06 PSUs | |||||||||||||||||
Option Awards (Column (f))
The amounts reported in the Option Awards column represent the dollar amount ofaccounting expense for option grants to each of the Named Executive Officers, calculated in accordance with the Equity Accounting Rules.FAS 123R. Even though the awards may be forfeited, the amounts do not reflect this contingency.
The Company cautions that the amounts reported in the 20072008 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’sCompany's stock price and, except for Mr. Isdell, continued employment. Additional information on all outstanding option awards is reflected in the 20072008 Outstanding Equity Awards at Fiscal Year-End table on page 60.62.
The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 15 to the Company’sCompany's consolidated financial statements in the Form 10-K. The options were awarded under either The Coca-Cola Company 1999 Stock Option Plan (the “1999"1999 Stock Option Plan”Plan") or, The Coca-Cola Company 2002 Stock Option Plan (the “2002"2002 Stock Option Plan”Plan"), or The Coca-Cola Company 2008 Stock Option Plan (the "2008 Stock Option Plan"). The material provisions of the plans are described on page 75.79.
The numbers are difficult to compare between the Named Executive Officers and also from year to year. This is mainly because the numbers represent accounting expense for portions of several awards. The numbers also are affected by whether a Named Executive Officer is retirement eligible since retirement eligibility reduces the period over which an award is expensed.
To see the value of awards made to the Named Executive Officers in 2007,2008, refer to the 20072008 Grants of Plan-Based Awards table on page 58.60. To see the value actually received by the Named Executive Officers in 2007,2008, refer to the 20072008 Option Exercises and Stock Vested table on page 62.65.
Shown below is the detail of the total amount shown in the Option Awards column as it relates to specific past awards:
| Name | 2008 Option Expense | 2007 Option Expense | 2006 Option Expense | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| • | $8,798,041 for February 2008 options | • | $7,369,657 for February 2007 options | • | $7,290,000 for February 2006 options | ||||||||||||||||
| ||||||||||||||||||||||
| Mr. Kent | • | $689,019 for July 2008 options | • | $2,436,785 for February 2007 | • | $614,250 for December 2005 | ||||||||||||||||
| • | $3,054,873 for February 2008 | options | options | |||||||||||||||||||
| options | • | $614,250 for December 2005 | • | $458,283 for May 2005 options | ||||||||||||||||||
| • | $487,357 for February 2007 | options | ||||||||||||||||||||
| options | • | $147,833 for May 2005 options | ||||||||||||||||||||
| Mr. Cummings | • | $179,398 for July 2008 options | Not applicable because | Not applicable because | ||||||||||||||||||
| • | $369,640 for February 2008 | Mr. Cummings was not a Named | Mr. Cummings was not a Named | |||||||||||||||||||
| options | Executive Officer for 2007. | Executive Officer for 2006. | ||||||||||||||||||||
| • | $506,608 for February 2007 options | |||||||||||||||||||||
| • | $255,938 for December 2005 options
| |||||||||||||||||||||
| • | $276,250 for December 2004 options | |||||||||||||||||||||
| Mr. Fayard | • | $1,883,835 for February 2008 options | • | $1,803,215 for February 2007 options | • | $737,100 for December 2005 options | ||||||||||||||||
| • | $360,643 for February 2007 options | • | $737,100 for December 2005 options
| |||||||||||||||||||
| •
| $368,333 for December 2004 options | ||||||||||||||||||||
| • | $368,333 for December 2004 options | • | $377,720 for December 2003 options | |||||||||||||||||||
| •
| $377,720 for December 2003 options | • | $573,125 for December 2002 options | |||||||||||||||||||
| ||||||||||||||||||||||
| Mr. Finan | • | $369,640 for February options | • | $402,069 for options
| Not applicable because Mr. Finan was not a Named Executive Officer | |||||||||||||||||
| ||||||||||||||||||||||
| • | $482,482 for February 2007 options | • | $286,650 for December 2005 options | for 2006. | ||||||||||||||||||
| • | $286,650 for December 2005 options | • | $276,250 for December 2004 options | |||||||||||||||||||
| • | $276,250 for December 2004 options | • | $273,783 for August 2004 options | |||||||||||||||||||
| • | $182,522 for August 2004 options | |||||||||||||||||||||
| Mr. Reyes | • | $1,680,179 for February 2008 options | • | $1,929,928 for February 2007 options | • | $655,200 for December 2005 options | ||||||||||||||||
| • | $385,986 for February 2007 options | • | $655,200 for December 2005 options | • | $471,467 for December 2004 options | |||||||||||||||||
| • | $471,467 for December 2004 options | • | $377,720 for December 2003 options | |||||||||||||||||||
| •
| $377,720 for December 2003 options | • | $189,337 for December 2002 options | |||||||||||||||||||
Details of each of the grants reflected above can be found in the 20072008 Outstanding Equity Awards at Fiscal Year-End table on page 60.62.
Non-Equity Incentive Plan Compensation (Column (g))
The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each Named Executive Officer under the Company’sCompany's annual incentive plan in 2007 and 2006, respectively. The material provisions of that plan are described on page 75. These amounts are the actual amounts earned under the awards described79. As discussed in the 2007 Grants of Plan-Based Awards table on page 58. Payments under the annual incentive plan for 2007 were calculated as described in Compensation Discussion and Analysis beginning on page 36.38, discretionary bonuses were paid for 2008, as reported in Column (d).
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2008, 2007 and 2006 are comprised entirely of changes between December 31, 2007 and December 31, 2008, between December 31, 2006 and December 31, 2007, and between December 31, 2005 and December 31, 2006, respectively, in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers.
Mr. Isdell’sIsdell's change in pension value is significant because he was rehired after retirement at a substantially higher rate of pay. As of December 31, 2007,2008, he had 33.534.5 years of service. As a result, each year Mr. Isdell works since rehire replaces an earlier year of lower eligible compensation. This treatment applies to all rehired plan participants. The change in pension value for Mr. Reyes for 2006 has been adjusted because it was over-reported in the 2007 Proxy Statement as $1,535,201 instead of $708,081. The amount reported in the 2007 Proxy Statement was the future value of the Mexico Plan benefit instead of the present value of his pension benefits.
The assumptions used by the Company in calculating the change in pension value are described on page 65.67.
The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (column(Column (h)) are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’sCompany's audited financial statements for the fiscal years ended December 31, 2008, December 31, 2007, December 31, 2006, and December 31, 2007, respectively. The Company’s pension2005. As described on page 67, the Company's retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, which apply to all participants under such plans. The Retirement Plan does not provide for a lump sum. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s pensionCompany's retirement plans during any given year.
None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. In fact, the accounts of the Named Executive Officers who participated in the Deferred Compensation Plan declined substantially in value due to the downturn in world markets in 2008. The material provisions of the Company’s pensionCompany's retirement plans and Deferred Compensation Plan are described beginning on page 7377 and on page 76.80.
All Other Compensation (Column (i))
The amounts reported in the All Other Compensation column reflect, for each Named Executive Officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Thrift
Plan, the thrift portion of the Supplemental Thrift Plan, the International Thrift Plan and the Mexico Plan (collectively, the “Company"Company Thrift Plans”Plans"); and (iv) the dollar value of life insurance premiums paid by the Company. Amounts contributed to the Company Thrift Plans are calculated on the same basis for all participants in the relevant plan, including the Named Executive Officers. The material provisions of the Company Thrift Plans are described beginning on page 73.77.
The following table outlines those (i) perquisites and other personal benefits and (ii) additional all other compensation required by SEC rules to be separately quantified. The narrative following the
table describes in more detail all categories of perquisites and other personal benefits provided by the Company in 2007.2008.
| Perquisites and Other Personal Benefits | Financial Planning | Additional All Other Compensation | ||||||||||||||||||||||||
Name | Aircraft Usage | Car and Driver | Club Member- ships | Security | International Service Program Benefits | Tax Reimbursement | Company Contributions to Company Thrift Plans | Life Insurance Premiums | ||||||||||||||||||
E. Neville Isdell | 2007 2006 | $ | 341,849 172,298 | $ | 80,116 82,097 | 0 0 | $ | 117,065 64,766 | N/A N/A | — 0 | $48,169 43,146 | $213,375 180,000 | $ | 3,492 3,100 | ||||||||||||
Muhtar Kent | 2007 2006 |
| 42,621 — |
| 163,058 71,098 | 0 0 |
| 66,707 68,819 | 361,879 644,449 | — — | 19,385 28,417 | 84,299 47,098 | | 1,512 1,404 | ||||||||||||
Gary P. Fayard | 2007 2006 |
| — — |
| 0 0 | 0 0 |
| 0 0 | N/A N/A | — 0 | 5,825 2,256 | 71,049 65,439 | | 1,512 1,404 | ||||||||||||
Irial Finan | 2007 | 0 | 0 | 0 | 0 | 303,295 | 0 | 5,857 | 62,747 | 936 | ||||||||||||||||
José Octavio Reyes | 2007 2006 |
| 0 — | | 389,939 264,960 | N/A N/A | | 108,484 90,005 | N/A N/A | — 0 | 0 32,818 | 14,947 37,977 | | 22,461 20,679 | ||||||||||||
| | | Perquisites and Other Personal Benefits | | | Additional All Other Compensation | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Year | Aircraft Usage | Car and Driver | Club Memberships | Security | International Service Program Benefits | Financial Planning | | Tax Reimbursement | Company Contributions to Company Thrift Plans | Life Insurance Premiums | ||||||||||||||||||
Mr. Isdell | 2008 2007 2006 | $ | 519,129 341,849 172,298 | $ | 98,399 80,116 82,097 | $0 0 0 | $ | 67,352 117,065 64,766 | N/A N/A N/A | — — $0 | $ | 33,942 48,169 43,146 | $ | 248,985 213,375 180,000 | $ | 3,492 3,096 3,100 | |||||||||||||
Mr. Kent | 2008 2007 2006 | 229,484 42,621 — | 204,754 163,058 71,098 | 0 0 0 | 65,348 66,707 68,819 | $ 61,294 361,879 644,449 | — — — | 27,865 19,385 28,417 | 146,925 84,299 47,098 | 1,512 1,404 1,404 | |||||||||||||||||||
Mr. Cummings | 2008 | 0 | 0 | 0 | 0 | 557,607 | 0 | 2,398 | 56,677 | 1,044 | |||||||||||||||||||
Mr. Fayard | 2008 2007 2006 | — — — | 0 0 0 | 0 0 0 | 0 0 0 | N/A N/A N/A | — — 0 | 7,319 5,825 2,256 | 79,460 71,049 65,439 | 1,512 1,404 1,404 | |||||||||||||||||||
Mr. Finan | 2008 2007 | 0 0 | 0 0 | 0 0 | 0 0 | 599,110 303,295 | 0 0 | 6,137 5,857 | 71,296 62,747 | 936 828 | |||||||||||||||||||
Mr. Reyes | 2008 2007 2006 | 0 0 — | 220,239 389,939 264,960 | N/A N/A N/A | 138,681 108,484 90,005 | N/A N/A N/A | 0 — 0 | 0 0 32,818 | 15,892 14,947 37,977 | 24,224 22,461 20,679 | |||||||||||||||||||
Aircraft Usage
The Company owns and operates business aircraft to allow employees to safely and efficiently travel for business purposes around the world. Given the Company's significant global presence, we believe it is a business imperative for senior leaders to be on the ground at our overseas operations. The Company-owned aircraft allow employees to be far more productive than if commercial flights were utilized, as the aircraft provide a confidential and highly productive environment in which to conduct business without the schedule constraints imposed by commercial airline service. For example, the Company estimates that, in 2008, Mr. Kent was able to visit 75% more business locations than had he been required to rely on commercial airlines. Some of these locations are outside reasonable commercial airline service areas.
The Company aircraft were made available to the Named Executive Officers for their personal use in the following situations:
No other Named Executive Officer used the Company aircraft for personal purposes in 2007.2008.
In determining the incremental cost to the Company of the personal use of Company aircraft, the Company calculates, for each aircraft, the direct variable operating cost on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are:
Direct operating costs in 2008 were higher than in 2007 and 2006 primarily due to fuel prices, resulting in a larger number reported for aircraft usage for 2008. For example, for Mr. Isdell, personal hours were not substantially higher in 2008 than in 2007, but direct operating costs, in particular fuel costs, accounted for most of the increase over 2007.
When the aircraft is already flying to a destination for business purposes, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining the aggregate incremental cost of the use to the Company. While it happens very rarely, if an aircraft flies empty before picking up or after dropping off a passenger flying for personal reasons, this “deadhead”"deadhead" segment would be included in the incremental cost.
Car and Driver
Mr. Isdell and Mr. Kent are provided with a car and driver both for security purposes and to maximize their efficiency during business hours. When not being utilized by Mr. Isdell or Mr. Kent, the cars and drivers are used for other Company business. However, the Company has included the entire cost of the cars and drivers, including all salary, benefits and related employment costs. Mr. Kent also is provided with a car and driver in Turkey for security purposes. Mr. Cummings was provided a Company car and driver while on international assignment in South Africa for security purposes. Mr. Reyes and his spouse are each provided with a specially equipped car and driver for security purposes in Mexico City.
The costscost to the Company for this benefit are as follows:in 2008 was:
Mr. Isdell - - car $9,441;$9,299; driver $70,675;
$89,100;
Mr. Kent - cars $29,830;$57,570; drivers $133,228;$147,184; and
Mr. Reyes - cars $207,521;$27,938; drivers $182,418.$192,301.
Club Memberships
Club memberships are provided to the Named Executive Officers when necessary for business purposes. Mr. Reyes was not provided with a club membership. Monthly dues are paid by the Company; however, the Named Executive Officers are taxed on a pro-rata portion of the dues associated with any
personal use of the clubs, even though the Named Executive Officer pays for the direct cost of any personal use. The Company does not provide any tax reimbursement in connection with the personal use of the clubs. ThereAll Named Executive Officers reimbursed the Company for any
personal costs, including a pro-rata portion of the dues. Therefore, there was no personal benefit to any Named Executive Officer associated with use of clubs in 2007.2008.
Security
The Company provides a comprehensive security program, including monitoring, for Messrs. Isdell and Kent. This includes monitoring equipment at their homes and Company-paid security personnel. Mr. Reyes, based in Mexico City, is provided with security personnel at his residence as well as monitoring of his car and his wife’swife's car. No other Named Executive Officer is provided with Company-paid security, except where necessary when traveling overseas.
International Service Program Benefits
The Company provides benefits to International Service Associates under the International Service Program, the material provisions of which are described on page 76.81. Currently there are approximately 450375 participants in the program. The International Service Program is designed to relocate and support employees who are sent on an assignment outside of their home country. The purpose of the program is to make sure that when the Company requests that an employee move outside his or her home country, economic considerations do not play a role. This helps the Company quickly meet its business needs around the world and develop its employees.
Mr. KentCummings, who was based for part of 2008 in South Africa, participated in the International Service Program in 2006 while based in Hong Kong. Mr. Kent has not participated in the International Service Program since he assumed his current Atlanta-based position; however, certain expenses were incurred in 2007 related to his earlier participation and transition to Atlanta. The amounts reported include payments for tax equalization and transition-related housing and education expenses.
Program. Mr. Finan, who is based in Atlanta, outside his home country, participated in the International Service Program in 2008 and 2007. The amounts reported include payments for housing expenses, auto expenses, home leave, relocation, tax equalization, education, currency protection and other program allowances. Mr. Kent participated in the International Service Program in 2006 when he was based in Hong Kong. All of Mr. Kent's International Service Program benefits relate to his Hong Kong assignment.
Under the tax equalization program, an International Service Associate, economically, pays tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The amount of the tax equalization could be deemed a tax reimbursement; however, since an International Service Associate is subject to hypothetical taxes pursuant to the International Service Program, these amounts are more properly characterized as International Service Program benefits. Note that paymentsPayments for tax equalization mayoften occur in the year following the actual tax year.
The costs to the Company for Mr. Kent in 2008, 2007 and 2006, Mr. Cummings in 2008 and Mr. Finan in 2008 and 2007 were:
| Housing Expenses | Auto Expenses | Home Leave | Host Country Allowance | Relocation | Tax Equalization | Education | Other Program Allowances | |||||||||||||||||||
Mr. Kent | 2007 2006 | $
| 82,500 334,696 | $
| 0 22,251 | $
| 0 11,667 | $
| 0 7,143 | $
| 0 8,077 | $
| 256,429 243,532 | $
| 22,950 0 | $
| 0 17,083 | |||||||||
Mr. Finan | 2007 | 121,394 | 0 | 25,412 | 0 | 0 | 121,904 | 34,105 | 480 | |||||||||||||||||
| Name | Year | Housing Expenses | Auto Expenses | Home Leave | Host Country Allowance | Relocation | Tax Equalization | Education | Other Program Allowances | Currency Protection | Transition Payment | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Kent | 2008 2007 2006 | $ | 0 82,500 334,696 | $ | 4,180 0 22,251 | $ | 0 0 11,667 | $ | 0 0 7,143 | $ | 0 0 8,077 | $ | 57,114 256,429 243,532 | $ | 0 22,950 0 | $ | 0 0 17,083 | $ | 0 0 0 | $ | 0 0 0 | |||||||||||||
| Mr. Cummings | 2008 | 82,064 | 47,221 | 22,554 | 34,900 | 55,491 | 105,392 | 0 | 19,985 | 0 | 190,000 | |||||||||||||||||||||||
| Mr. Finan | 2008 2007 | 158,508 121,394 | 0 0 | 45,748 25,412 | 0 0 | 0 0 | 147,185 121,904 | 9,664 34,105 | 480 480 | 237,525 0 | 0 0 | |||||||||||||||||||||||
Financial Planning
The Company provides a taxable reimbursement to the Named Executive Officers for financial planning services, which may include tax preparation and estate planning services. No tax reimbursements are provided to the Named Executive Officers.Officers for this benefit.
Additional All Other Compensation
Tax ReimbursementsReimbursement.. The amounts reported in the table above on page 5456 represent tax reimbursements paid to each Named Executive Officer. All amounts are related to use of the Company aircraft. As explained above, the Company reimburses Mr. Isdell for taxes incurred because of his personal use of Company aircraft. Mr. Kent is not provided a tax reimbursement for personal use of aircraft, but is provided a tax reimbursement for taxes incurred when his spouse travels for business purposes. For all of the Named Executive Officers, the Company reimburses for taxes incurred when spouses or guests travel for business purposes.
We impute The Company imputes income to the executive when the use of Company aircraft is considered income for tax purposes. To calculate taxable income, the Standard Industry Fare Level rates set by the Internal Revenue Service are used. Where a tax reimbursement is authorized, it is calculated using the highest marginal federal tax rate, applicable state rate and Medicare rates. The rate used to calculate taxable income has no relationship to the incremental cost to the Company associated with the use of the aircraft.
Company Contributions to Company Thrift Plans. The Company makes matching contributions to each Named Executive Officer’sOfficer's account under the Company Thrift Plans, as applicable, on the same terms and using the same formulas as other participating employees.
The amounts reflected above represent the following contributions made by the Company:Company in 2008:
Life Insurance Premiums. The Company provides limited life insurance to all U.SU.S. based employees, including the U.S. based Named Executive Officers, equal to the lesser of their base salary or $300,000. The Company provides life insurance to all Mexico-based employees on the same basis.equal to 30 months of base salary. The amounts reported in the table above on page 5456 represent the Company premiums paid for this insurance, which are on the same terms and the same cost as other employees. The amount reported for life insurance premiums for 2007 for Messrs. Isdell, Kent, Fayard and Finan have been adjusted from the amounts reported in the 2008 Proxy Statement due to a clerical error last year. Life insurance premiums were overreported for 2007 by $396 for Mr. Isdell and $108 for each of Messrs. Kent, Fayard and Finan.
Conversion of Amounts Paid to Mr. Reyes
Compensation for Mr. Reyes, as a Mexico-based employee, is paiddelivered in Mexican Pesos. In calculating the dollar equivalent for disclosure purposes, except for calculating pension value,recurring items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on the average exchange rate in effect for the month in which the payment was made. For purposes of converting the pension value into dollars, the December 31 exchange rate is used.
2007
2008 Grants of Plan-Based Awards
Name (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Closing Price on Grant Date | Grant Date Fair Value of Stock and Option Awards (l) | |||||||||||||||||||
| Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | |||||||||||||||||||||
E. Neville Isdell | 2/22/2007 | 57,408 | 114,816 | 172,224 | $5,200,017 | |||||||||||||||||||||
| 2/22/2007 | 896,552 | $47.84 | $47.30 | 7,369,657 | ||||||||||||||||||||||
| 2/15/2007 | $0 | $ | 3,300,000 | $ | 10,560,000 | |||||||||||||||||||||
Muhtar Kent | 2/15/2007 | 22,878 | 45,756 | 68,634 | 1,999,995 | |||||||||||||||||||||
| 2/15/2007 | 344,828 | 47.84 | 47.85 | 2,924,141 | ||||||||||||||||||||||
| 2/15/2007 | 0 | 1,750,000 | 5,600,000 | |||||||||||||||||||||||
Gary P. Fayard | 2/15/2007 | 16,930 | 33,860 | 50,790 | 1,480,021 | |||||||||||||||||||||
| 2/15/2007 | 255,172 | 47.84 | 47.85 | 2,163,859 | ||||||||||||||||||||||
| 2/15/2007 | 0 | 882,882 | 2,825,222 | |||||||||||||||||||||||
Irial Finan | 2/15/2007 | 15,100 | 30,199 | 45,299 | 1,319,998 | |||||||||||||||||||||
| 2/15/2007 | 227,586 | 47.84 | 47.85 | 1,929,929 | ||||||||||||||||||||||
| 2/15/2007 | 0 | 937,500 | 3,000,000 | |||||||||||||||||||||||
José Octavio Reyes | 2/15/2007 | 18,120 | 36,239 | 54,359 | 1,584,007 | |||||||||||||||||||||
| 2/15/2007 | 273,103 | 47.84 | 47.85 | 2,315,913 | ||||||||||||||||||||||
| 2/15/2007 | 0 | 699,876 | 2,239,605 | |||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Incentive)
The amounts represent the awards made under the annual incentive plan in February 2007 to each of the Named Executive Officers. Actual payments under these awards have already been determined, will be paid on March 15, 2008 and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the 2007 Summary Compensation Table.
For a detailed discussion of the annual incentive award for 2007, see the Compensation Discussion and Analysis beginning on page 36.
| | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | | Grant Date Fair Value of Stock and Option Awards (l) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Closing Price on Grant Date | |||||||||||||||||||||||
| Name (a) | Grant Date (b) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | |||||||||||||||||||||
E. Neville Isdell | 02/21/2008 02/21/2008 | 67,822 | 135,644 | 203,466 | 878,048 | $ | 58.1450 | $ | 57.99 | $ | 7,199,984 8,798,041 | ||||||||||||||
Muhtar Kent | 02/21/2008 02/21/2008 07/17/2008 07/17/2008 | 28,259 | 56,518 | 84,777 | 365,853 632,911 289,352 | 58.1450 50.5300 58.1095 | 57.99 50.34 50.34 | 2,999,975 3,665,847 4,999,997 1,614,584 | |||||||||||||||||
Alexander B. Cummings, Jr. | 02/21/2008 02/21/2008 07/17/2008 | 13,677 | 27,354 | 41,031 | 177,073 231,481 | 58.1450 58.1095 | 57.99 50.34 | 1,451,950 1,774,271 1,291,664 | |||||||||||||||||
Gary P. Fayard | 02/21/2008 02/21/2008 | 17,427 | 34,853 | 52,280 | 225,609 | 58.1450 | 57.99 | 1,849,997 2,260,602 | |||||||||||||||||
Irial Finan | 02/21/2008 02/21/2008 | 13,677 | 27,354 | 41,031 | 177,073 | 58.1450 | 57.99 | 1,451,950 1,774,271 | |||||||||||||||||
José Octavio Reyes | 02/21/2008 02/21/2008 | 15,543 | 31,085 | 46,628 | 201,219 | 58.1450 | 57.99 | 1,649,992 2,016,214 | |||||||||||||||||
Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs)
The awards represent PSUs granted in 20072008 under the 1989 Restricted Stock Plan. The performance period for the awards is January 1, 20072008 to December 31, 2009.2010. The amount recognized under the Equity Accounting RulesFAS 123R is included in the Stock Awards column (column(Column (e)) of the 20072008 Summary Compensation Table. For a detailed discussion of the PSU awards for 2007,2008, see the Compensation Discussion and Analysis beginning on page 40.41.
No dividends are paid or accrued during the performance period, except in the event of retirement.period. At the end of the three-year performance period, shares of restricted stock are issued to the individual based on the level of performance. These shares are restricted for an additional two yearsyear and subject to the participant’sparticipant's continued employment, unless the participant retires, dies or becomes disabled. Dividends are paid during the additional restriction period at the same rate and at the same time as paid to all shareowners. The participants have voting rights during the restriction period.
The awards have specific rules related to the treatment of the award, either during or after the performance period, in such events as death, disability and retirement. All of these provisions are described beginning on page 68.71. In addition, Mr. Isdell’sIsdell's grant also contains specific provisions in the event of his retirement, which are described beginning on page 72.
The Company cautions that the amounts reported in the 20072008 Summary Compensation Table for these awards reflect the Company’sCompany's accounting expense and may not represent the amounts that the
Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’sCompany's performance, the stock price and, except for Mr. Isdell, continued employment.
All Other Option Awards (Stock Options)
The awards represent stock option grants made in 2007.
Mr. Isdell’s2008. All options were granted under the 2002 Stock Option Plan. The otherin February 2008 to Named Executive Officers’ optionsOfficers were granted under the 1999 Stock Option Plan or the 2002 Stock Option Plan. Messrs. Kent's and Cummings' July 2008 awards were granted under the 2008 Stock Option Plan, which was approved by shareowners in April 2008. All options granted in 2007February 2008 to Named Executive Officers have a term of ten years from the grant date and vest one-fourth25% on the first, second, third and fourth anniversaries of the grant date. Mr. Isdell’sIsdell's grant also contains specific vesting and exercise provisions in the event of his retirement, which are described beginning on page 72.76. In July 2008, Mr. Kent was awarded two sets of stock options. The first grant of 632,911 options was awarded to bring Mr. Kent's total compensation to a competitive level for a chief executive officer position and commensurate with his responsibilities. These options were granted at a price of $50.53, the average of the high and low prices of the Common Stock on the date of grant. These options vest 25% on the first, second, third and fourth anniversaries of the grant date, and vesting does not accelerate upon Mr. Kent's retirement. The second grant was a special, one-time grant of 289,352 options. This grant is a special incentive for Mr. Kent and was designed so that Mr. Kent cannot realize value from the options until shareowners have first recognized value. These options were granted at a price of $58.1095, which is a 15% premium over the price of the Common Stock on the grant date. These options vest 100% on the fourth anniversary of the grant date and vesting does not accelerate upon Mr. Kent's retirement. The retirement provision of Mr. Kent's July 2008 awards is more stringent than the provision applied to the awards to the general population of employees. For both July 2008 grants, Mr. Kent is required to retain all shares acquired upon exercise until separation from the Company, except to pay the option exercise price and/or to pay taxes related to the option.
The amount recognized under the Equity Accounting RulesFAS 123R is included in the Option Awards column (column(Column (f)) of the 20072008 Summary Compensation Table.
Under the 1999 and2008 Stock Option Plan, the 2002 Stock Option Plans,Plan and the 1999 Stock Option Plan, the option exercise price may not be less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value of a share of the Common Stock is based on the average of the high and low prices of the Common Stock on the date of grant. The Company believes that using the high and low prices of the Common Stock is more representative of the fair value than an arbitrarythe closing price.
The Company cautions that the amounts reported in the 20072008 Summary Compensation Table for these awards reflect the Company’sCompany's accounting expense and may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’sCompany's stock price and, except for Mr. Isdell, continued employment.
2007 2008 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | Stock Awards | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g)* | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)33 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)* | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)33 | |||||||||||||||||||
E. Neville Isdell | 450,000 | 1 | $ | 48.8900 | 07/21/2014 | 589,610 | 21 | $ | 26,691,644 | 125,230 | 27 | $ | 5,669,162 | ||||||||||||||
| 465,518 | 2 | 155,172 | 2 | 43.0800 | 02/16/2015 | ||||||||||||||||||||||
| 450,000 | 3 | 450,000 | 3 | 41.3900 | 02/15/2016 | ||||||||||||||||||||||
| 224,138 | 4 | 672,414 | 4 | 47.8400 | 02/21/2017 | ||||||||||||||||||||||
| 878,048 | 5 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
Muhtar Kent | 60,000 | 6 | 20,000 | 6 | 43.4300 | 05/01/2015 | 52,500 | 22 | 2,376,675 | 101,137 | 28 | 4,578,472 | |||||||||||||||
| 112,500 | 7 | 37,500 | 7 | 41.1850 | 12/13/2015 | ||||||||||||||||||||||
| 86,207 | 8 | 258,621 | 8 | 47.8400 | 02/14/2017 | ||||||||||||||||||||||
| 365,853 | 9 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
| 632,911 | 10 | 50.5300 | 07/16/2018 | ||||||||||||||||||||||||
| 289,352 | 11 | 58.1095 | 07/16/2018 | ||||||||||||||||||||||||
Alexander B. Cummings, Jr. | 9,880 | 12 | 53.4063 | 10/20/2014 | 110,435 | 23 | 4,999,392 | 29,532 | 29 | 1,336,914 | |||||||||||||||||
| 10,000 | 13 | 54.3438 | 02/15/2015 | ||||||||||||||||||||||||
| 38,860 | 14 | 57.8438 | 10/17/2015 | ||||||||||||||||||||||||
| 125,000 | 15 | 48.2100 | 05/29/2016 | ||||||||||||||||||||||||
| 85,313 | 16 | 44.6550 | 12/17/2017 | ||||||||||||||||||||||||
| 112,000 | 17 | 49.8000 | 12/17/2013 | ||||||||||||||||||||||||
| 125,000 | 18 | 41.2700 | 12/15/2014 | ||||||||||||||||||||||||
| 93,750 | 7 | 31,250 | 7 | 41.1850 | 12/13/2015 | ||||||||||||||||||||||
| 59,742 | 8 | 179,224 | 8 | 47.8400 | 02/14/2017 | ||||||||||||||||||||||
| 177,073 | 9 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
| 231,481 | 19 | 58.1095 | 07/16/2018 | ||||||||||||||||||||||||
Gary P. Fayard | 31,250 | 12 | 53.4063 | 10/20/2014 | 137,369 | 24 | 6,218,695 | 84,357 | 30 | 3,818,841 | |||||||||||||||||
| 50,000 | 13 | 54.3438 | 02/15/2015 | ||||||||||||||||||||||||
| 83,000 | 14 | 57.8438 | 10/17/2015 | ||||||||||||||||||||||||
| 300,000 | 15 | 48.2100 | 05/29/2016 | ||||||||||||||||||||||||
| 175,000 | 16 | 44.6550 | 12/17/2017 | ||||||||||||||||||||||||
| 112,000 | 17 | 49.8000 | 12/17/2013 | ||||||||||||||||||||||||
| 125,000 | 18 | 41.2700 | 12/15/2014 | ||||||||||||||||||||||||
| 135,000 | 7 | 45,000 | 7 | 41.1850 | 12/13/2015 | ||||||||||||||||||||||
| 63,793 | 8 | 191,379 | 8 | 47.8400 | 02/14/2017 | ||||||||||||||||||||||
| 225,609 | 9 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
Irial Finan | 97,000 | 20 | 44.1350 | 08/01/2014 | 112,500 | 25 | 5,092,875 | 78,777 | 31 | 3,566,235 | |||||||||||||||||
| 125,000 | 18 | 41.2700 | 12/15/2014 | ||||||||||||||||||||||||
| 105,000 | 7 | 35,000 | 7 | 41.1850 | 12/13/2015 | ||||||||||||||||||||||
| 56,897 | 8 | 170,689 | 8 | 47.8400 | 02/14/2017 | ||||||||||||||||||||||
| 177,073 | 9 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
José Octavio Reyes | 33,750 | 12 | 53.4063 | 10/20/2014 | 105,000 | 26 | 4,753,350 | 33,663 | 32 | 1,523,924 | |||||||||||||||||
| 35,000 | 13 | 54.3438 | 02/15/2015 | ||||||||||||||||||||||||
| 50,000 | 14 | 57.8438 | 10/17/2015 | ||||||||||||||||||||||||
| 90,000 | 15 | 48.2100 | 05/29/2016 | ||||||||||||||||||||||||
| 57,813 | 16 | 44.6550 | 12/17/2017 | ||||||||||||||||||||||||
| 112,000 | 17 | 49.8000 | 12/17/2013 | ||||||||||||||||||||||||
| 160,000 | 18 | 41.2700 | 12/15/2014 | ||||||||||||||||||||||||
| 120,000 | 7 | 40,000 | 7 | 41.1850 | 12/13/2015 | ||||||||||||||||||||||
| 68,276 | 8 | 204,827 | 8 | 47.8400 | 02/14/2017 | ||||||||||||||||||||||
| 201,219 | 9 | 58.1450 | 02/20/2018 | ||||||||||||||||||||||||
* Column (g) reflects time-based restricted stock and restricted stock or restricted stock units issued upon satisfaction of the performance criteria under the 2005–2007 and 2006–2008 PSU programs. Column (i) reflects performance-based restricted stock and PSUs. The PSUs in Column (i) reflect the threshold award level for 2007–2009 PSUs and the 2008–2010 PSUs, as performance under those programs is tracking at the threshold level.
| Option Awards | Stock Awards | ||||||||||||||||||||||||
Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option ($) (e) | Option (f) | Number of (#) (g) | Market Value ($) (h)26 | Equity Incentive (#) (i) | Equity Incentive ($) (j)26 | |||||||||||||||||
E. Neville Isdell | 337,500 | 1 | 112,500 | 1 | $ | 48.8900 | 7/21/2014 | 349,610 | 17 | $ | 21,455,566 | 412,224 | 21 | $ | 25,298,187 | ||||||||||
| 310,345 | 2 | 310,345 | 2 | $ | 43.0800 | 2/16/2015 | |||||||||||||||||||
| 225,000 | 3 | 675,000 | 3 | $ | 41.3900 | 2/15/2016 | |||||||||||||||||||
| 896,552 | 4 | $ | 47.8400 | 2/21/2017 | |||||||||||||||||||||
Muhtar Kent | 40,000 | 5 | 40,000 | 5 | $ | 43.4300 | 5/1/2015 | 171,134 | 22 | 10,502,494 | |||||||||||||||
| 75,000 | 6 | 75,000 | 6 | $ | 41.1850 | 12/13/2015 | |||||||||||||||||||
| 344,828 | 7 | $ | 47.8400 | 2/14/2017 | |||||||||||||||||||||
Gary P. Fayard | 31,250 | 8 | $ | 53.4063 | 10/20/2014 | 105,251 | 18 | 6,459,254 | 160,790 | 23 | 9,867,682 | ||||||||||||||
| 50,000 | 9 | $ | 54.3438 | 2/15/2015 | |||||||||||||||||||||
| 83,000 | 10 | $ | 57.8438 | 10/17/2015 | |||||||||||||||||||||
| 300,000 | 11 | $ | 48.2100 | 5/29/2016 | |||||||||||||||||||||
| 175,000 | 12 | $ | 44.6550 | 12/17/2017 | |||||||||||||||||||||
| 112,000 | 13 | $ | 49.8000 | 12/17/2013 | |||||||||||||||||||||
| 93,750 | 14 | 31,250 | 14 | $ | 41.2700 | 12/15/2014 | |||||||||||||||||||
| 90,000 | 6 | 90,000 | 6 | $ | 41.1850 | 12/13/2015 | |||||||||||||||||||
| 255,172 | 7 | $ | 47.8400 | 2/14/2017 | |||||||||||||||||||||
Irial Finan | 72,750 | 15 | 24,250 | 15 | $ | 44.1350 | 8/1/2014 | 60,000 | 19 | 3,682,200 | 147,799 | 24 | 9,070,425 | ||||||||||||
| 93,750 | 14 | 31,250 | 14 | $ | 41.2700 | 12/15/2014 | |||||||||||||||||||
| 70,000 | 6 | 70,000 | 6 | $ | 41.1850 | 12/13/2015 | |||||||||||||||||||
| 227,586 | 7 | $ | 47.8400 | 2/14/2017 | |||||||||||||||||||||
José Octavio Reyes | 27,000 | 16 | $ | 65.8750 | 10/14/2008 | 75,600 | 20 | 4,639,572 | 106,859 | 25 | 6,557,937 | ||||||||||||||
| 33,750 | 8 | $ | 53.4063 | 10/20/2014 | |||||||||||||||||||||
| 35,000 | 9 | $ | 54.3438 | 2/15/2015 | |||||||||||||||||||||
| 50,000 | 10 | $ | 57.8438 | 10/17/2015 | |||||||||||||||||||||
| 90,000 | 11 | $ | 48.2100 | 5/29/2016 | |||||||||||||||||||||
| 57,813 | 12 | $ | 44.6550 | 12/17/2017 | |||||||||||||||||||||
| 112,000 | 13 | $ | 49.8000 | 12/17/2013 | |||||||||||||||||||||
| 120,000 | 14 | 40,000 | 14 | $ | 41.2700 | 12/15/2014 | |||||||||||||||||||
| 80,000 | 6 | 80,000 | 6 | $ | 41.1850 | 12/13/2015 | |||||||||||||||||||
| 273,103 | 7 | $ | 47.8400 | 2/14/2017 | |||||||||||||||||||||
4 These options were granted on February 22, 2007. The options are not forfeitable, but become exercisable 25% on the first, second, third and fourth anniversaries of the grant date.
5 These options were granted on February 21, 2008. The options are not forfeitable, but become exercisable 25% on the first, second, third and fourth anniversaries of the grant date.
6 These options were granted on May 2, 2005. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
7 These options were granted on December 14, 2005. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
8 These options were granted on February 15, 2007. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
9 These options were granted on February 21, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
10 These options were granted on July 17, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
11 These options were granted on July 17, 2008. The options vest 100% on the fourth anniversary of the grant date.
12 These options were granted on October 21, 1999. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
13 These options were granted on February 16, 2000. The options vested 100% on the third anniversary of the grant date.
14 These options were granted on October 18, 2000. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
15 These options were granted on May 30, 2001. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
16 These options were granted on December 18, 2002. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
17 These options were granted on December 18, 2003. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
18 These options were granted on December 16, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
19 These options were granted on July 17, 2008. The options vest 100% on the third anniversary of the grant date.
20 These options were granted on August 2, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
21 Reflects 140,000 shares of restricted stock which vest six months after Mr. Isdell's retirement; 209,610 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 240,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.
22 Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.
23 Reflects 57,935 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.
24 Reflects 14,000 shares of restricted stock which vest on Mr. Fayard's retirement but no earlier than age 62; 63,369 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.
25 Reflects 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under 2006–2008 PSU program.
26 Reflects 52,500 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 52,500 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.
27 Reflects 57,408 PSUs for 2007–2009; and 67,822 PSUs for 2008–2010.
28 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; 22,878 PSUs for 2007–2009; and 28,259 PSUs for 2008–2010.
29 Reflects 15,855 PSUs for 2007–2009; and 13,677 PSUs for 2008–2010.
30 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; 16,930 PSUs for 2007–2009; and 17,427 PSUs for 2008–2010.
31 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2012 if the performance criterion is satisfied; 15,100 PSUs for 2007–2009; and 13,677 PSUs for 2008–2010.
32 Reflects 18,120 PSUs for 2007–2009; and 15,543 PSUs for 2008–2010.
33 Market value was determined by multiplying the number of shares of stock or units, as applicable, by $45.27, the closing price of the Common Stock on December 31, 2008.
2008 Option Exercises and Stock Vested
| | Option Awards | Stock Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | |||||||
| E. Neville Isdell | 0 | $0 | 0 | $ | 0 | ||||||
| Muhtar Kent | 0 | 0 | 0 | 0 | |||||||
| Alexander B. Cummings, Jr. | 0 | 0 | 18,891 | 861,619 | |||||||
| Gary P. Fayard | 0 | 0 | 27,882 | 1,271,698 | |||||||
| Irial Finan | 0 | 0 | 0 | 0 | |||||||
| José Octavio Reyes | 0 | 0 | 23,100 | 1,053,591 | |||||||
| Option Awards | Stock Awards | |||||||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | ||||
E. Neville Isdell | 0 | $ 0 | 0 | $ 0 | ||||
Muhtar Kent | 0 | 0 | 0 | 0 | ||||
Gary P. Fayard | 0 | 0 | 0 | 0 | ||||
Irial Finan | 0 | 0 | 0 | 0 | ||||
José Octavio Reyes | 0 | 0 | 0 | 0 | ||||
None of the Named Executive Officers exercised any stock options during 2007.2008. The Named Executive Officers as a group held optionsamounts in Column (e) for Messrs. Cummings, Fayard and Reyes represent shares underlying the PSUs for the 2004–2006 performance period. Net shares, after withholding for taxes, were released to acquire 118,000 sharesMessrs. Cummings, Fayard and Reyes on December 18, 2008. Messrs. Cummings, Fayard and Reyes have not sold these shares. The amount reflected is based upon $45.61 per share, the average of the high and low prices of the Common Stock granted in 1997, which expired in 2007. These optionson the date the shares were not exercised because the exercise price exceeded the market price of Common Stock. As a result, in keeping with our pay for performance compensation policies, the Named Executive Officers did not realize any value from these options.released.
No stock awards vested in 2007.
20072008 Pension Benefits
| Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
E. Neville Isdell | Retirement Plan | 14.0833 | $ | 301,850 | $0 | |||||
| Supplemental Pension Plan | — | 1 | 11,177,840 | 0 | ||||||
| Overseas Plan2 | 20.4167 | 8,962,011 | 0 | |||||||
Muhtar Kent | Retirement Plan | 20.9167 | 502,868 | 0 | ||||||
| Supplemental Pension Plan | — | 1 | 4,490,630 | 0 | ||||||
Alexander B. Cummings, Jr. | Retirement Plan | 11.5000 | 217,136 | 0 | ||||||
| Supplemental Pension Plan | — | 1 | 1,354,049 | 0 | ||||||
Gary P. Fayard | Retirement Plan | 14.7500 | 370,651 | 0 | ||||||
| Supplemental Pension Plan | — | 1 | 3,253,484 | 0 | ||||||
Irial Finan | Overseas Plan2 | 4.4167 | 735,504 | 0 | ||||||
José Octavio Reyes | Mexico Plan | 22.1000 | 2,926,192 | 0 | ||||||
| Overseas Plan2 | 12.5000 | 3 | 1,339,190 | 0 | ||||||
1 For each person, the same years of service apply to both the Retirement Plan and the Supplemental Pension Plan, which work in tandem.
2 The Overseas Plan benefit may be subject to offset by amounts payable from other Company-sponsored retirement plans, statutory payments and social security that are not currently determinable.
3 Mr. Reyes has 28.3 years of total service with the Company and its affiliates. There are 6.3 years of credited service that overlap between the Mexico Plan and Overseas Plan. Mr. Reyes' Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of overlapping service.
Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | ||||
E. Neville Isdell | Retirement Plan | 13.0833 | $ 284,438 | $ 0 | ||||
| Supplemental Plan | 13.0833 | 7,451,469 | 0 | |||||
| Overseas Plan | 20.4167 | 6,125,061 | 0 | |||||
Muhtar Kent | Retirement Plan | 19.9167 | 393,615 | 0 | ||||
| Supplemental Plan | 19.9167 | 1,807,121 | 0 | |||||
Gary P. Fayard | Retirement Plan | 13.7500 | 284,790 | 0 | ||||
| Supplemental Plan | 13.7500 | 2,258,108 | 0 | |||||
Irial Finan | Overseas Plan | 3.4167 | 425,303 | 0 | ||||
José Octavio Reyes | Mexico Plan | 21.1000 | 2,788,3471 | 0 | ||||
| Overseas Plan | 12.5000 | 981,5782 | 0 |
The formulas used to calculate benefits under the Retirement Plan, the retirement portion of the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan are the same for each participant in each plan.
�� The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’sCompany's global operations, it maintains different plans to address different market conditions, various legal and tax requirements and different groups of employees.
The table reflects the present value of benefits accrued by each of the Named Executive Officers from the various plans in which they participate. As a result of the Tax Code limitations on the amount of compensation that may be considered under the Retirement Plan, a portion of the benefit that would be payable under the Retirement Plan without those limitations is paid from the retirement portion of the Supplemental Pension Plan. The material terms of the Retirement Plan, the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan are described beginning on page 73.77.
Compensation used for determining pension formula purposesbenefits under the Retirement Plan, the retirement portion of the Supplemental Pension Plan and the Overseas Plan generally includes only salary and cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plan. In some cases the payments may be reduced by benefits paid by other Company-sponsored retirement plans, statutory payments, or statutory payments.social security.
Under the Mexico Plan, compensation utilizedused for determining pension formula purposesbenefits generally includes salary, annual incentive, savings fund and other payments made in accordance with Mexican law and customary business practice.
The Company’s pensionCompany's retirement plans operate in the same manner for all participants and there is no special formula for the Chief Executive Officer or any other Named Executive Officer. The Company’s U.S. plans
Retirement Plan, the Supplemental Pension Plan and the Overseas Plan take into account the employee’semployee's career at the Company as a whole and calculate the pension benefit based on years of credited service and the average eligible compensation inusing the five highest consecutive years out of the last 11 years of vesting service. In the case where a participant retires and then later is rehired by the Company, the calculation is as follows:
Mr. Isdell initially retired in 1998. He received payments from Company pensionretirement plans during his retirement. Upon his subsequent retirement, his retirementpension benefits under the applicable plans will be calculated based on the methodology described above and will be paid only after he retires.
As of December 31, 2007,2008, Mr. Isdell had a total of 33.5 total34.5 years of service with the Company and its affiliates that are eligible to be credited for pension purposes. The Retirement Plan and the
Supplemental Pension Plan, on the one hand, and the Overseas Plan, on the other hand, are separate plans that may recognize service for different periods. In Mr. Isdell’sIsdell's case, 13.114.1 of his total 33.534.5 years are recognized under the Retirement Plan and the Supplemental Pension Plan and the remaining 20.4 years are recognized under the Overseas Plan. There is no overlap in the years and no additional years of service are credited.credited under each plan. In Mr. Reyes’Reyes' case, 21.122.1 years are recognized under the Mexico Plan and 12.5 years are recognized under the Overseas Plan. There are 6.3 years of credited service that overlap between the Mexico Plan and the Overseas Plan. Mr. Reyes’Reyes' Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of concurrentoverlapping service.
Mr. Isdell’sIsdell's benefit under the Retirement Plan and the retirement portion of the Supplemental Pension Plan will increase as a result of (i) being re-employed by the Company and (ii) his new, higher five consecutive years of compensation out of his last 11 years of service (ignoring the period he was retired as the plans provide). Mr. Isdell’sIsdell's benefit under the Overseas Plan will increase only as a result of the new compensation described in (ii) above. He is not eligible for additional years of credited service in the Overseas Plan. Mr. Reyes’Reyes' benefit under the Overseas Plan will increase only as a result of newchanges in compensation.
The Company generally does not grant additional years of benefit service. In rare circumstances, the Company may give credit to a new hire to compensate for pension amounts forfeited at a previous employer or as a hiring incentive. No Named Executive Officer has been credited with additional years of benefit service.
The assumptions used by the Company in calculating the pensionpresent value of accumulated benefits value are incorporated herein by reference to Note 16 to the Company’sCompany's consolidated financial statements in the Form 10-K. The calculations assume that the Named Executive Officer continues to live until the earliest age at which an unreduced benefit is payable.
The Company cautions that the values reported in the Present Value of Accumulated Benefit column (column(Column (d) of the table on page 63)65) are theoretical and are calculated and presented pursuant to SEC requirements. The Company’s pensionCompany's retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, which apply to all participants under the plan.
For example, the Overseas Retirement Plan generally pays benefits in a lump sum. The benefit is converted to a lump sum, for all participants, using the interest rates and mortality tables prescribed under the Pension Protection Act of 2006, a U.S. pension law. The Supplemental Pension Plan pays benefits in the form of an annuity if the employee has reached at least age 55 with 10 years of service at the time of his or her separation from the Company. Therefore, Messrs. Isdell, Kent, and Fayard will be required to take their Supplemental Pension Plan benefit in the form of an annuity.
The change in pension value from year to year is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s pensionCompany's retirement plans during any given year when based on the pension plan’s current definition of actuarial present value.year.
2007 2008 Nonqualified Deferred Compensation
Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
E. Neville Isdell | $5,390,000 | $0 | $701,577 | $0 | $14,160,914 | $ | 6,516,510 | $0 | ($ | 3,961,231 | ) | $0 | $ | 16,716,193 | ||||||||||
Muhtar Kent | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
| Alexander B. Cummings, Jr. | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
Gary P. Fayard | 448,076 | 0 | 42,208 | 0 | 1,423,724 | 957,950 | 0 | (797,358 | ) | 0 | 1,584,316 | |||||||||||||
Irial Finan | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
José Octavio Reyes | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
The amounts reflected in column (b) above reflect each Named Executive Officer’sOfficer's individual contributions to the Deferred Compensation Plan, the material provisions of which are described on page 76.80. The Companydoes not match any employee deferral or guarantee a return on deferred amounts. The returns for most participants in the Deferred Compensation Plan, including the Named Executive Officers, were negative for 2008 due to the downturn in world markets.
The entire amounts reported in columnColumn (b) for Messrs. Isdell and Fayard represent non-equity incentive plan compensation for 20062007 that would have been paid in March 2007.2008. All amounts were reported in the Non-Equity Incentive Plan Compensation column of the 20062007 Summary Compensation Table in the 20072008 Proxy Statement. No amounts reported in columnColumn (b) are reported in the 20072008 Summary Compensation Table. No amounts reported in columnColumn (d) are reported in the 20072008 Summary Compensation Table because the plan does not provide for above-market returns.
Of All of the amountamounts reported in columnColumn (f) for Mr.Messrs. Isdell $12,708,541 hasand Fayard have been reported as bonus or non-equity incentive plan compensation in prior Company annual proxy statements. For Mr. Fayard, $1,202,201 has been reported as bonus or non-equity incentive plan compensation in prior Company annual proxy statements. The remaining amounts constitute earnings over time.
Mr. Reyes, who is not based in the U.S.,United States, and Mr. Finan, who is an International Service Associate, are not eligible to participate in the Deferred Compensation Plan. Mr. Cummings, who was based overseas for most of 2008, was not eligible for the Deferred Compensation Plan in 2008. Mr. Kent is eligible, but currently does not participate in the Deferred Compensation Plan.
The Deferred Compensation Plan allows eligible U.S. based employees to elect, before earned, to save on a tax-deferred basis a portion of their salary and/or annual incentive. Up to 80% of base salary and, for 2008, 100% of annual incentive can becould have been deferred. We chose these percentages to provide maximum deferral flexibility, while requiring a portion of salary to be available to meet tax and certain other payroll-based items. The employee then becomes an unsecured creditor of the Company when these amounts, fully earned, would otherwise have been paid. Amounts to be deferred by the employee are shown in the Summary Compensation Table when earned. The employee elects when he or she will be paid out, which can be during or after employment, subject to the provisions of Section 409A of the Tax Code. The employee earns a deferred return based on deemed investments in mutual funds selected by the employee from a list provided by the Company. The categories of investment options are similar to those in the Thrift & Investment Plan, although the number of fund choices is smaller in the Deferred Compensation Plan. Participants may change deemed investment elections daily. The investment risk is borne entirely by the employee. The cash deferred is retained by the Company. The program is designed to be as broad as permitted under tax and labor regulations.
Gains and losses are credited based on the participant’sparticipant's deemed investment choices. Participants’Participants' accounts may or may not appreciate and may even depreciate depending on the performance of their
deemed investment choices. Due to the downturn in world markets, the weighted average return of the various deemed investment choices under the Deferred Compensation Plan was negative 25% for 2008. None of the deemed investment choices provide interest at above-market rates (as that term is defined by the SEC). All deferrals are paid out in cash upon distribution and subject to income tax at that time.
All contributions by the Named Executive Officers are voluntary elections to defer receipt of compensation that they were entitled to be paid in the current year. None of the Named Executive Officers has ever received a Company contribution to his account in the Deferred Compensation Plan. Accordingly, the earnings reflected in columnColumn (d) of the table above represent deemed investment returnsearnings or losses solely from voluntary deferrals.
The Company has the benefit of full unrestricted use of all amounts deferred under the Deferred Compensation Plan until such amounts are required to be distributed to the plan participants.
Payments on Termination or Change in Control
General
Most of the Company’sCompany's plans and programs contain specific provisions detailing how payments are treated upon termination or change in control. Generally, other than the Company’sCompany's broad-based Severance Plan, the Company does not have any separation or severance agreements with senior executives, including the Named Executive Officers (other than certain arrangements with Mr. Isdell discussed beginning on page 72)76). The Company’s U.S.Company's Severance Plan applies to all U.S. based non-union, non-manufacturing employees and International Service Associates and pays benefits in the event that an employee is involuntarily terminated without cause or in connection with a position elimination. The amount of severance varies based on the employee’semployee's grade level and/or length of service and the reason for termination. The maximum amount of severance, which applies to all U.S. based Named Executive Officers, is two years of base pay.
Mr. Reyes’Reyes' separation arrangements are determined by Mexican law.
The change in control provisions in the various Company plans are designed so that employees are neither harmed nor given a windfall in the event of a change in control. The provisions are intended to ensure that executives evaluate business opportunities in the best interests of shareowners. The change in control provisions under these plans generally provide for accelerated vesting, and do not provide for extra payments. The Company does not have individual change in control agreements.agreements and no tax gross-up is provided for any taxes incurred as a result of change in control payment.
The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred. Generally, the Company’sCompany's plans provide that a change in control is deemed to have occurred upon:
The results of specific termination and change in control events under the plans are described below. These provisions apply to all participants in each plan.
Annual Incentive Plan
Change in Control
Upon a change in control, employees generally receive the target amount of the incentive after the end of the performance year. This amount is prorated if the employee leaves during the year.
Termination Provisions
Generally, employees must be employed on December 31 to receive a cash incentive for the year. If an employee is eligible for retirement, he or she generally receives a prorated incentive based on actual business unit performance and the portion of the year actually worked.
Deferred Compensation Plan
Change in Control
Upon a change in control, any Company contributions to deferred compensation accounts vest. None of the Named Executive Officers has received a Company contribution. There are no other special change in control provisions.
Termination Provisions
Employees who terminate employment after age 50 with five years of service receive payments based on elections made at the time they elected to defer compensation. Other employees receive a lump sum at termination. Individuals who are designated as “specified employees”"specified employees" under Section 409A of the Tax Code may not receive payments from the Deferred Compensation Plan for at least six months following termination of employment, to the extent the amounts were deferred after January 1, 2005.
Equity Plans
Change in Control
All unvested options and restricted shares vest upon a change in control. For performance share units that have not yet been converted to shares, there is no provision for a change in control and, as a result, the terms of the performance share units continue to apply.
Termination Provisions
The treatment of equity upon termination of employment depends on the reason for the termination. The chart below details the treatmenttermination provisions of the various equity plans upon termination, depending on the reason for the termination and assuming termination occurred on December 31, 2007. In general, if termination is voluntary and not for retirement, unvested equity is forfeited either immediately or within six months of the termination date.plans.
Summary of Separation Provisions in Equity Plans
| Plan | Voluntary Resignation Prior to Retirement | Involuntary Termination | Retirement | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stock Option | Employees have six months to exercise vested options. Unvested options are forfeited. | Employees generally have six months to exercise vested options. Unvested options are forfeited. | All options held at least 12 months vest. Employees retain the full remaining term to exercise the options. | ||||||||||
| |||||||||||||
Restricted Stock Plans | Shares are forfeited unless held until the time specified in the | Shares are forfeited unless held until the time specified in the | Shares are forfeited unless held until the time specified in the | ||||||||||
and 2005-2007 PSUs | All shares are forfeited. | A prorated number of the shares earned are released. | Any shares granted upon certification of results are released after retirement. | ||||||||||
| and 2007-2009 PSUs |
| |||||||||||
| All PSUs are forfeited. | All PSUs are forfeited. | For grants held at least 12 months, the target number of PSUs are converted to shares prior to retirement. The shares remain restricted. If the performance criterion is met, the shares are released. | ||||||||||
| 2008-2010 PSUs | All PSUs are forfeited. | All PSUs are forfeited. | For grants held at least 12 months, the employee receives the same number of earned shares as active employees when the results are certified. | ||||||||||
For the PSUs granted in 2008, retirement is age 55 with at least ten years of service.
Death
If an employee dies, all options from all option plans vest. For options granted prior to 2007, the employee’semployee's estate has 12 months from the date of death to exercise the options. For options granted in 2007 and after, the employee’semployee's estate has five years from the date of death to exercise the options. Restricted stock granted from both restricted stock plans vests and is released to the employee’semployee's estate. For all PSUs, the performance period is shortened to the end of the year of death and the performance is calculated. The employee’s
employee's estate receives a cash payment prorated for the number of months worked in the performance period, based on the performance results for the shortened period. For PSUs granted prior to 2008, this payment is prorated for time worked in the performance period. For PSUs granted in 2008, this payment is not prorated.
Disability
If an employee terminates because of disability, all options from all option plans vest. The employee retains the full original term to exercise the options. Restricted stock granted from both restricted stock plans vests and is released to the employee. For all PSUs, the employee receives shares or a cash payment after the end of the performance period equal to the value of the number of shares prorated for the number of months worked in the performance period, that the employee would have earned based on actual performance.performance after the end of the performance period. For PSUs granted prior to 2008, this amount is prorated for time worked in the performance period. For PSUs granted in 2008, this amount is not prorated.
Retirement and Thrift Plans
Change in Control
The Retirement Plan, the Supplemental Pension Plan and the retirement portion of the SupplementalOverseas Plan, the material provisions of which are described beginning on page 73,77, contain special provisions for change in control. Upon change in control,To receive these benefits, the age requirements for earliest retirement are lowered from 55 (with ten years of service) to 50 (with ten years of service) if a participant terminates employmentemployee must actually leave the Company within two years of a change in control. There are no additional credited years of service. Upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. This means that employees terminating prior to earliest retirement age will receive an early retirement subsidy calculated as if they had reached earliest retirement age. In addition, the Overseas Plan contains a provision reducing the normal retirement date to age 60, which also increases the value of the benefit.
The Thrift Plan and thrift portion of the Supplemental Thrift Plan, the material provisions of which are described beginning on page 73,77, do not have a special provision for change in control.
Under the International Thrift Plan, participants vest upon a change in control.
Termination Provisions
No payments may be made under the Retirement Plan, or the retirement portion of the Supplemental Pension Plan and the Overseas Plan until an employee has separated from service and met eligibility requirements. No payment may be made under the Thrift Plan, the Supplemental Thrift Plan or the thrift portion of the SupplementalInternational Thrift Plan until separation from service, except distributions may be taken from the Thrift Plan after age 591/2, whether or not the employee has terminated. Employees
Prior to January 1, 2009, employees who terminateterminated employment prior to earliest retirement age forfeit the retirement portion ofgenerally forfeited the Supplemental Pension Plan benefit that makes up for limits imposed by the Internal Revenue Service. For participants who separate from service on or after January 1, 2009, the benefit under the Supplemental Pension Plan vests according to the same schedule as the Retirement Plan, which is after five years of service. However, if a participant separates prior to age 55 with 10 years of service, the maximum compensation that is considered in calculating the benefit is four times the compensation limit set by the Tax Code ($245,000 for 2009). If a participant separates after age 55 with 10 years of service, all eligible compensation is taken into account.
Individuals who are designated as “specified employees”"specified employees" under Section 409A of the Tax Code, which include the U.S. based Named Executive Officers, may not receive payments from the Supplemental Pension Plan, the Supplemental Thrift Plan, the Overseas Plan or the International Thrift Plan for at least six months following termination of employment.
Quantification of Termination/Change in Control Payments
The amounts shown in the tables below assume that the event that triggered the payment occurred on December 31, 2007. Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement and thus are deemed to have retired rather than been terminated.2008. The tables do not include the value of pension benefits that are disclosed in the 20072008 Pension Benefits table on page 63.65, but do include any pension enhancement triggered by the event, if applicable. The tables also do not include the value of any benefits (such as retiree health coverage) provided on the same basis to substantially all other employees in the country in which the Named Executive Officer works.
Voluntary Retirement/Voluntary Resignation
Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement, as it is defined in the Company's equity plans in effect on December 31, 2008. For these retirement eligible Named Executive Officers, the amounts below reflect (i) the intrinsic value of the acceleration of vesting of any stock options that vest on retirement (intrinsic value is the difference between the exercise price of an unvested stock option and the closing price of a share of Common Stock, which was $45.27 on December 31, 2008); and (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-2007 and 2006-2008 PSU programs, which would be released early upon retirement. For Mr. Reyes, the total also includes an amount required under Mexican law to be paid upon separation. No amounts are included for the 2007-2009 or 2008-2010 PSU programs because the PSUs remain subject to performance requirements even after retirement. For Messrs. Cummings and Finan, who are not eligible for retirement, no additional payments would be triggered upon their voluntary resignation.
| Retirement/Voluntary Resignation | ||||||||||||
| Severance Payments (1) | Acceleration of Vesting of Stock Options (2) | Restricted Stock (3) | Total | |||||||||
Mr. Isdell | $ | 0 | $ | 0 | $ | 6,110,604 | $ | 6,110,604 | ||||
Mr. Kent | 0 | 2,231,475 | 0 | 2,231,475 | ||||||||
Mr. Fayard | 0 | 2,444,775 | 0 | 2,444,775 | ||||||||
Mr. Finan | 0 | 0 | 0 | 0 | ||||||||
Mr. Reyes | 2,335 | 2,418,800 | 0 | 2,421,135 | ||||||||
| Involuntary Termination with Severance | ||||||||||||
| Severance Payments (1) | Acceleration of Vesting of Stock Options (2) | Restricted Stock (3) | Total | |||||||||
Mr. Isdell | $ | 3,300,000 | $ | 0 | $ | 6,110,604 | $ | 9,410,604 | ||||
Mr. Kent | 2,000,000 | 2,231,475 | 0 | 4,231,475 | ||||||||
Mr. Fayard | 1,412,611 | 2,444,775 | 0 | 3,857,386 | ||||||||
Mr. Finan | 1,500,000 | 0 | 0 | 1,500,000 | ||||||||
Mr. Reyes | 2,518,675 | 2,418,800 | 0 | 4,937,475 | ||||||||
| Involuntary Termination for Cause | ||||||||||||
Severance Payments (1) | Acceleration of Options (2) | Restricted Stock (3) | Total | |||||||||
Mr. Isdell | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||
Mr. Kent | 0 | 0 | 0 | 0 | ||||||||
Mr. Fayard | 0 | 0 | 0 | 0 | ||||||||
Mr. Finan | 0 | 0 | 0 | 0 | ||||||||
Mr. Reyes | 2,335 | 0 | 0 | 2,335 | ||||||||
| Disability | ||||||||||||
| Severance Payments (1) | Acceleration of Vesting of Stock Options (2) | Restricted Stock (3) | Total | |||||||||
Mr. Isdell | $ | 0 | $ | 0 | $ | 8,591,800 | $ | 8,591,800 | ||||
Mr. Kent | 0 | 6,896,998 | 3,068,500 | 9,965,498 | ||||||||
Mr. Fayard | 0 | 5,897,252 | 3,927,680 | 9,824,932 | ||||||||
Mr. Finan | 0 | 5,538,262 | 3,068,500 | 8,606,762 | ||||||||
Mr. Reyes | 0 | 6,113,884 | 0 | 6,113,884 | ||||||||
| Voluntary Retirement/Voluntary Resignation | ||||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||||
| Mr. Isdell | $ | 0 | $ | 0 | $ | 20,353,845 | $0 | $ | 20,353,845 | |||||||||||||||||||
| Mr. Kent | 0 | 189,988 | 2,376,675 | 0 | 2,566,663 | |||||||||||||||||||||||
| Mr. Cummings | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
| Mr. Fayard | 0 | 183,825 | 5,584,915 | 0 | 5,768,740 | |||||||||||||||||||||||
| Mr. Finan | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
| Mr. Reyes | 54,624 | 163,400 | 4,753,350 | 0 | 4,971,374 | |||||||||||||||||||||||
Involuntary Termination with Severance
Mr. Isdell Mr. Kent Mr. Fayard Mr. Finan Mr. Reyes Acceleration of Options (2) Mr. Isdell Mr. Kent Mr. Fayard Mr. Finan Mr. ReyesDeath Severance
Payments (1) Acceleration of
Vesting of Stock
Options (2) Restricted
Stock and
PSUs (3) Total $ 0 $ 0 $ 34,680,457 $ 34,680,457 0 6,896,998 6,573,672 13,470,670 0 5,897,252 11,275,796 17,173,048 0 5,538,262 9,794,427 15,332,689 0 6,113,884 6,444,811 12,558,695 Change in Control Severance
Payments (1)
Vesting of Stock Restricted
Stock (3) Total $ 0 $ 0 $ 8,591,800 $ 8,591,800 0 6,896,998 3,068,500 9,965,498 0 5,897,252 3,927,680 9,824,932 0 5,538,262 3,068,500 8,606,762 0 6,113,884 0 6,113,884
| Involuntary Termination with Severance | ||||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||||
| Mr. Isdell | $ | 3,300,000 | $ | 0 | $ | 20,353,845 | $0 | $ | 23,653,845 | |||||||||||||||||||
| Mr. Kent | 2,400,000 | 189,988 | 2,376,675 | 0 | 4,966,663 | |||||||||||||||||||||||
| Mr. Cummings | 1,400,000 | 0 | 2,098,174 | 0 | 3,498,174 | |||||||||||||||||||||||
| Mr. Fayard | 1,483,200 | 183,825 | 5,584,915 | 0 | 7,251,940 | |||||||||||||||||||||||
| Mr. Finan | 1,575,000 | 0 | 2,172,960 | 0 | 3,747,960 | |||||||||||||||||||||||
| Mr. Reyes | 2,565,015 | 163,400 | 4,753,350 | 0 | 7,481,765 | |||||||||||||||||||||||
Involuntary Termination for Cause
No Named Executive Officer would receive any additional payments upon termination for cause, except Mr. Reyes, for whom an amount is required to be paid under Mexican law in the event of any termination. Even though Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement as it is defined in the Company's equity plans in effect on December 31, 2008, since 2004, the equity awards have contained provisions under which awards would be forfeited in the event of involuntary termination for cause.
| Involuntary Termination For Cause | ||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||
| Mr. Isdell | $ | 0 | $0 | $0 | $0 | $ | 0 | |||||||||||||||||||
| Mr. Kent | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Mr. Cummings | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Mr. Fayard | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Mr. Finan | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Mr. Reyes | 54,624 | 0 | 0 | 0 | 54,624 | |||||||||||||||||||||
Disability
Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement, as it is defined in the Company's equity plans in effect on December 31, 2008. Therefore, in the event of disability, they also would be treated as retired. For these retirement eligible Named Executive Officers, the amounts below reflect (i) all of the amounts described above under "Voluntary Retirement/Voluntary Resignation"; (ii) for Messrs. Kent and Fayard, the value of performance-based restricted shares that would be released early upon disability; (iii) for Mr. Fayard, the value of time-based restricted shares that would be released early upon disability; and (iv) for Mr. Reyes, a severance amount required under Mexican law. For Messrs. Finan and Cummings, the amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-2007 and 2006-2008 PSU programs, which would be released early upon disability; and (iii) for Mr. Finan, the value of performance-based restricted shares that would be released early upon disability. No amounts are included for the
2007-2009 and 2008-2010 PSUs because the PSUs remain subject to performance criteria even after disability.
| Disability | ||||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||||
| Mr. Isdell | $ | 0 | $ | 0 | $ | 20,353,845 | $0 | $ | 20,353,845 | |||||||||||||||||||
| Mr. Kent | 0 | 189,988 | 4,640,175 | 0 | 4,830,163 | |||||||||||||||||||||||
| Mr. Cummings | 0 | 127,656 | 4,999,392 | 0 | 5,127,048 | |||||||||||||||||||||||
| Mr. Fayard | 0 | 183,825 | 8,482,195 | 0 | 8,666,020 | |||||||||||||||||||||||
| Mr. Finan | 0 | 142,975 | 7,356,375 | 0 | 7,499,350 | |||||||||||||||||||||||
| Mr. Reyes | 148,602 | 163,400 | 4,753,350 | 0 | 5,065,352 | |||||||||||||||||||||||
Death
The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-2007 and 2006-2008 PSU programs, which would be released early upon death; (iii) the value of a prorated number of shares under the 2007-2009 PSU program, based on Company performance through 2008, which would be paid to the Named Executive Officer's estate upon death; (iv) the value of the target number of shares under the 2008-2010 PSU program, which would be paid to the Named Executive Officer's estate upon death; (v) for Messrs. Kent, Fayard and Finan, the value of performance-based restricted shares that would be released early upon death; (vi) for Mr. Fayard, the value of time-based restricted shares that would be released early upon death; and (vii) for Mr. Reyes, amounts required to be paid under Mexican law.
| Death | ||||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||||
| Mr. Isdell | $ | 0 | $ | 0 | $ | 28,227,022 | $0 | $ | 28,227,022 | |||||||||||||||||||
| Mr. Kent | 0 | 189,988 | 7,889,203 | 0 | 8,079,191 | |||||||||||||||||||||||
| Mr. Cummings | 0 | 127,656 | 6,716,212 | 0 | 6,843,868 | |||||||||||||||||||||||
| Mr. Fayard | 0 | 183,825 | 10,570,937 | 0 | 10,754,762 | |||||||||||||||||||||||
| Mr. Finan | 0 | 142,975 | 9,050,424 | 0 | 9,193,399 | |||||||||||||||||||||||
| Mr. Reyes | 54,624 | 163,400 | 6,707,430 | 0 | 6,925,454 | |||||||||||||||||||||||
Change in Control
The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-2007 and 2006-2008 PSU programs, which would be released early upon a change in control; (iii) for Messrs. Kent, Fayard and Finan, the value of performance-based restricted shares that would be released early upon change in control; (iv) for Mr. Fayard, the value of time-based restricted
shares that would be released early upon a change in control; (v) for Mr. Cummings, the value of the more favorable early retirement subsidy provided for employees between ages 50 and 55 with at least ten years of service in the event of a change in control and subsequent termination; and (vi) for Mr. Reyes, the value of the more favorable early retirement subsidy provided under the Overseas Plan for certain participants under age 60 in the event of a change in control and subsequent termination. No amounts are included for the 2007-2009 or 2008-2010 PSU programs because the PSU grants contain no special change in control provision and remain subject to performance requirements. The Company has no separate change in control agreements with any Named Executive Officer and no tax gross-up is provided for any taxes incurred as a result of change in control payments.
| Change in Control | ||||||||||||||||||||||||||||
| Name | Severance Payments | Acceleration of Vesting of Stock Options | Restricted Stock and PSUs | Pension Enhancement | Total | |||||||||||||||||||||||
| Mr. Isdell | $0 | $ | 0 | $ | 20,353,845 | $ | 0 | $ | 20,353,845 | |||||||||||||||||||
| Mr. Kent | 0 | 189,988 | 4,640,175 | 0 | 4,830,163 | |||||||||||||||||||||||
| Mr. Cummings | 0 | 127,656 | 4,999,393 | 783,517 | 5,910,566 | |||||||||||||||||||||||
| Mr. Fayard | 0 | 183,825 | 8,482,195 | 0 | 8,666,020 | |||||||||||||||||||||||
| Mr. Finan | 0 | 142,975 | 7,356,375 | 0 | 7,499,350 | |||||||||||||||||||||||
| Mr. Reyes | 0 | 163,400 | 4,753,350 | 869,705 | 5,786,455 | |||||||||||||||||||||||
Arrangements with Mr. Isdell
In connection with Mr. Isdell’sIsdell's becoming Chairman of the Board and Chief Executive Officer, he was granted a restricted stock award of 140,000 shares on July 22, 2004. This grant was intended to make him whole for additional taxes incurred on incomenot related to his employment with the Company. The restrictions on the restricted stock award will lapse six months following retirement (with the consent of the Board), as long as retirement occurs after June 1, 2008. In the event that the 140,000 shares of restricted stock are forfeited for any reason other than termination for cause, Mr. Isdell will receive a special cash payment. Under the terms of the award, the cash payment cannot exceed the amount that the Company has accrued for the restricted shares on the date of forfeiture. In becoming a U.S. resident in connection with accepting the positions of Chairman of the Board and Chief Executive Officer, Mr. Isdell incurred significant additional taxes on income not related to his current employment with the Company. This cash payment is intended to make him whole for the period of time he is a U.S. resident and employed by the Company.
Additionally, the Compensation Committee in 2004 agreed to the following special provisions upon Mr. Isdell’sIsdell's subsequent retirement:
The Compensation Committee in February 2009 also approved certain perquisites for Mr. Isdell following his retirement in April 2009. The Company will provide secretarial assistance to Mr. Isdell for a period of 12 months after retirement. The secretary will be a full-time Company employee who will also handle other Company business. The secretary will assist Mr. Isdell with remaining Company business as well as personal matters. It is estimated that, at most, 50% of the secretary's time will be dedicated to Mr. Isdell. The estimated incremental cost of providing secretarial services for one year is $36,400. In addition, the Company will continue to provide security systems and security monitoring at Mr. Isdell's residences for only 12 months following retirement, at an estimated cost to the Company of $39,000.
Summary of Plans
The following section provides information on Company-sponsored plans noted in the Compensation Discussion and Analysis or in the tables. For the convenience of our shareowners, we are putting the descriptions of the plans are in one location.
Retirement Plans
The Retirement PlanPlan..The Retirement Plan is a broad-based tax-qualified defined benefit plan that applies on the same terms for substantially all U.S. non-union employees. Generally, pension benefits are based on a percentage of (i) the employee’semployee's final average compensation (the five highest consecutive calendar years of compensation out of the employee’semployee's last eleven years) or (ii) $225,000up to the limit for 2007 (the limiteach year as set by the Tax Code)Code ($230,000 for 2008), whichever is lower, multiplied by the employee’semployee's years of credited service. The term “compensation”"compensation" for determining the pension benefit includes salary, overtime, commissions and cash incentive awards, butexcludesany amounts related to stock options, performance share units or restricted stock. It also excludes deferred compensation and any extraordinary payments related to hiring or termination of employment.
Under the Retirement Plan, a participant becomes vested after five years of service or age 60 with one year of service. Normal retirement is age 65. The Retirement Plan allows retirement with a partiallyFor employees terminating prior to 2009, reduced benefitbenefits became payable as early as age 55 with 10 years of service or age 60.60 with one year of service. Effective for employees terminating in 2009, the Retirement Plan provides for payment of a reduced benefit prior to age 55 after termination of employment.
In 2007,2008, an employee could receive no more than $180,000$185,000 annually from the Retirement Plan and no compensation in excess of $225,000$230,000 per year could be taken into account for calculating benefits under the Retirement Plan.
The Thrift PlanPlan..The Thrift Plan is a broad-based tax-qualified defined contribution plan that applies on the same terms for most U.S. non-union employees. The Company contributes to each participant’sparticipant's account an amount equal to 100% of the participant’sparticipant's contributions but not more than (i) 3% of the participant’s earningsparticipant's compensation or (ii) the amount allowable under the limits imposed under the Tax Code, whichever is lower. For 2007,2008, compensation over $225,000$230,000 may not be taken into account under the Thrift Plan. The Company’sCompany's matching contribution is invested originally in Common Stock.Stock but participants may move the contribution to any other available investment option. Employees hired after March 31, 2002 are vested in Company matching contributions1/3 per year over three years. Employees hired on or before March 31, 2002 are immediately vested in all Company matching contributions.
The Supplemental PlanPension Plan..The Supplemental Pension Plan makes employees whole when the Tax Code limits the amountsbenefit that would otherwise be credited to themaccrue under the Retirement Plan or the Thrift Plan. The Supplemental Pension Plan applies on the same terms for all U.S. non-union employees who exceed the limits set by the Tax Code. The Supplemental Pension Plan also operates to keep employees whole when they defer part of their salary or bonus.bonus under the Deferred Compensation Plan. Otherwise, electing to defer would reduce an employee’semployee's retirement and thrift benefits.
Generally, For participants who separate from service on or after January 1, 2009, the pension benefit under the retirement portionSupplemental Pension Plan vests according to the same schedule as the Retirement Plan, which is after five years of service. However, if a participant separates prior to age 55 with 10 years of service, the Supplemental Planmaximum compensation that is forfeited unlessconsidered in calculating the employee remains withbenefit is four times the Company until his or her earliest retirement date.
Similarly, when limitscompensation limit set by the Tax Code. If a participant separates after age 55 with 10 years of service, all eligible compensation is taken into account. Prior to 2009, the Supplemental Pension Plan benefit attributable to
compensation exceeding the Tax Code are reachedlimits generally did not vest until a participant's earliest retirement date.
The Supplemental Thrift Plan. The Supplemental Thrift Plan makes employees whole when the Tax Code limits the Company matching contributions that would otherwise be credited to them under the Thrift Plan. The Supplemental Thrift Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan. The Company makes up for amounts that cannot be credited under the Thrift Plan the Company continues to creditby crediting the employee with the Company matching contributioncontributions in hypothetical share units. The value of the accumulated share units, including dividend equivalents, is paid in cash on termination of employment.after separation from service. Participants are immediately vested in their Supplemental Thrift Plan benefit. Employees are not permitted to make contributions to the Supplemental Thrift Plan.
The Overseas PlanPlan..The Overseas Plan provides a retirement benefit to International Service Associates of the Company who are not U.S. citizens, who cannot participate in the Retirement Plan during their international assignments and who do not participate in a local pension plan.citizens. The Overseas Plan applies on the same terms to the general population of International Service Associates worldwide. Payments under the Overseas Plan are reduced by benefits paid by other Company-sponsored plans, statutory payments and statutory payments.social security. Generally, the Overseas Plan pays benefits in a lump sum.
sum after separation from service. Under the Overseas Plan, a participant becomes vested after five years of service or attainment of age 60 while employed. The Overseas Plan allows retirement with a partially reduced benefit as early as age 55 with 10 years of service or age 60.
The International Thrift PlanPlan..The International Thrift Plan provides a benefit similar to that received by U.S. citizens under the thrift portion of the Supplemental Thrift Plan to International Service Associates who are not U.S. citizens. The International Thrift Plan applies on the same terms to the general population of International Service Associates worldwide. The International Thrift Plan provides a credit in hypothetical Company share units equivalent to 3% of the International Service Associate’sAssociate's eligible compensation. The value of the accumulated share units, including dividend equivalents, is paid in cash to the individual at terminationafter separation from service. Employees are vested in their International Thrift Plan benefit after four years of employment.service. Employees are not permitted to make contributions to the International Thrift Plan.
The Mexico Plan.The Mexico Plan consists of a traditional defined benefit plan, a pension equity plan, and a defined contribution plan. Eligible employees receive whichever plan formula (either the traditional defined benefit plan or the sum of the pension equity plan and the defined contribution plan) results in the larger benefit. For Mr. Reyes, the traditional defined benefit plan currently results in the larger benefit.
The traditional defined benefit plan is based on a percentage of the employee’semployee's final eligible earnings, determined over the last 36 months prior to retirement, multiplied by the employee’semployee's years of credited service. The benefit is then reduced by an offset for the benefit provided under the Savings Systems for Retirement. The monthly pension benefit cannot be less than the pension that is provided by the termination indemnity required by Mexican law. The monthly pension benefit cannot exceed 70% of the final salary at retirement. The term “eligible earnings”"eligible earnings" for determining the pension benefit includes salary, vacation bonus, savings fund, and long-term incentive program. No stock options or restricted stock are included in the pension earnings.
The pension equity plan pays a lump sum amount at retirement, based on the employee’semployee's final average salary and points accumulated during employment. An employee earns points for each year of service based on age. The defined contribution plan is a savings plan in which employees can contribute up to 5% of their compensation on a pre-tax basis. The Company makes a matching contribution equal to 50% of the employee’semployee's contribution.
Under the Mexico Plan, a participant becomes eligible for a reduced benefit as early as age 55 with at least 10 years of service.
Incentive Plans
Annual Incentive PlanPlan.. The Company maintains an annual incentive programthe Performance Incentive Plan for employees.
Approximately 8,7009,000 employees participated in the incentive plan in 2007.2008. The Compensation Committee may designate one or more performance criteria from the list contained in the plan. Possible performance measures, which have been approved by shareowners, are:
• | net revenue | • | earnings per share | |||
• | net income | • | increase in cash flow | |||
• | return on assets | • | increase in shareowner value | |||
• | operating income | • | return on invested capital | |||
• |
| |||||
| • | |||||
| return on shareowners' equity | |||||
| • | gross profit | • | revenue growth | |||
| • | operating expenses | • | operating profit or operating margins | |||
• | profit before tax | • | goals relating to acquisitions or | |||
• | economic profit | divestitures | ||||
| • | return on capital | • | value share of | |||
• | unit case volume | segment | ||||
| • | earnings before interest, taxes, | • | volume share of | |||
| depreciation and amortization | ready-to-drink segment | ||||
| • | quality as determined by the | |||||
|
Target annual incentives are established for each participant. Below a threshold level of performance no payments can be made under the incentive plan. The program is designed to satisfy the requirements of Section 162(m) of the Tax Code. As described in the Compensation Discussion and Analysis beginning on page 38, Named Executive Officers were paid discretionary incentives from this plan for 2008.
Long-Term Incentive Plans
Stock Option PlansPlans..Stock option plans provide equity compensation, which depends on the increase in the price of Common Stock and the creation of shareowner value. For 2007, stock options comprised the long-term equity component of compensation for approximately 6,800 employees below the senior executive level and a part of the long-term equity component for senior executives. Beginning in 2008, all employees eligible for long-term equity grants will be given a mix of stock options and performance share units.
The Company currently grants options from the 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan. These plans generally provide that the option price must be not less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value of a share of Common Stock is the average of the high and low prices on the date of grant. In certain foreign jurisdictions, the law requires additional restrictions on the calculation of the option price. The grants provide that stock options generally may not be exercised during the first twelve months after the date of grant. Generally, options vest 25% on the first, second, third and fourth anniversaries of the grant date and have a term of ten years.
The 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan each allow shares of Common Stock to be used to satisfy any resulting federal, state and local tax liabilities. Change of control, death, disability and retirement after a specified age, with certain exceptions, cause the acceleration of vesting.
Restricted Stock PlanPlan..The 1989 Restricted Stock Plan is designed to focus executives on the long-term performance of the Company. The 1989 Restricted Stock Plan allows flexibility related to grant terms and conditions.
There are currently three types of awards under the 1989 Restricted Stock Plan that are outstanding:
Restricted StockStock. . Awards of restricted stock are generally limited to our senior executives. The awardawards may be performance-based or time-based. Shares of stock are granted and transferred into the employee’semployee's name. Shares remain subject to forfeiture until the shares are released under the terms of the award.awards. The Compensation Committee uses time-based restricted stock sparingly for purposes of attraction and retention and, in certain grants to senior executives, these also include minimal performance criteria.
Promise to Grant Restricted StockStock. . The award may be performance-based or time-based. Restricted stock is granted after pre-determined performance criteria are met or on a certain date in the future. This contractual arrangement is used primarily outside the U.S. Employees may or may not receive dividend equivalents during the term. No Named Executive Officers have such promises.
Performance Share UnitsUnits. . Performance share units provide an opportunity for employees to receive restricted stock when certain Company performance-related criteria are met. The performance period is generally three years and if performance targets are met, shares are granted with an additional restriction period of one or two years. For some executives overseas, due to international tax considerations, the restricted shares are not issued until the end of the additional two-year restriction period. Dividends or, when applicable, dividend equivalents are paid during the additional restriction period. The possible performance criteria,measures, which have been approved by shareowners, are the same as those listed above for the AnnualPerformance Incentive Plan.
The majority of outstanding grants are performance share units tied to Company long-term performance measures.
Other Plans
The Deferred Compensation PlanPlan..The Deferred Compensation Plan is a non-qualified and unfunded deferred compensation program offered to approximately 600 U.S. based employees who are not International Service Associates. Eligible participants may defer up to 80% of base salary and, for 2008, up to 100% of their incentive. Gains and losses are credited based on the participant’sparticipant's election of a variety of deemed investment choices. The Companydoes not match any employee deferral or guarantee a return. Participants’In fact, due to the downturn in world markets, the weighted average return of the various deemed investment choices under the plan as of December 31, 2008 was negative 25%. Participants' accounts may or may not appreciate and may even depreciate depending on the performance of their deemed investment choices. None of the deemed investment choices provide interest at above-market rates. All deferrals are paid out in cash upon distribution. Participants may schedule a distribution during employment, or may opt to receive their balance after separation from service. Participants who are considered “specified employees”"specified employees" under the Tax Code (generally, the top 50 highest paid executives) may not receive a post-termination distribution for at least six months following separation from the Company. On occasion, the Company may provide a one-time credit to make up for benefits lost at a prior employer. The Company has not provided any credits for any of the Named Executive Officers.
The International Service Program.Currently, there are approximately 450375 International Service Associates. The International Service Program benefits include a housing allowance and, where appropriate, a host country allowance (a cash adjustment designed to provide equivalent purchasing power), a cash allowance recognizing differences in living conditions in the host location, a home leave allowance and currency protection. The program also provides tax preparation services and tax equalization. Under the tax equalization program, an International Service Associate, economically, pays
tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The Company assumes responsibility for foreign taxes while on assignment. This is to ensure that there is no undue hardship or windfall due to taxes while on assignment in a foreign location.
The Severance PlanPlan.. The Severance Plan provides cash severance benefits to eligible employees who are involuntarily terminated. Eligible employees include regular, full-time, non-union, non-manufacturing U.S. employees and International Service Associates. Generally, benefits are payable when an employee is terminated involuntarily due to specific circumstances such as when an employee’semployee's position is eliminated. Benefits are not payable if the employee is offered substantially equivalent employment with the Company or its affiliates, is terminated for cause, or has entered into a separate agreement. In the case of a reorganization where the employee’semployee's position is eliminated, the benefit payable is determined based on job grade level and/or length of service. The minimum benefit is four weeks of base pay and the maximum benefit is two years of base pay.
EQUITY COMPENSATION PLAN INFORMATION
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c) | |||||||||||||||
Equity Compensation Plans | 181,875,0791 | $48.292 | 58,115,6343 | |||||||||||||||
Equity Compensation Plans Not | 0 | N/A | 0 | |||||||||||||||
Total | 181,875,079 | 58,115,634 |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Equity Compensation Plans Approved by Security Holders | 176,140,020 | 1 | $ | 48.56 | 2 | 179,826,6183 | ||||
Equity Compensation Plans Not Approved by Security Holders | 0 | N/A | 0 | |||||||
Total | 176,140,020 | 179,826,618 | ||||||||
1Represents shares issuable pursuant to outstanding options under The Coca-Cola Company 1991 Stock Option Plan, the 1999 Stock Option Plan, and the 2002 Stock Option Plan, (collectively,and the “Stock2008 Stock Option Plans”).Plan. In addition, there are 3,968,8306,060,084 full-value awards of shares outstanding under the 1989 Restricted Stock Plan and the 1983 Restricted Stock Award Plan of The Coca-Cola Company (the “1983"1983 Restricted Stock Plan”Plan") (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met).
2The weighted-average term of the outstanding options is 7.67.2 years.
3Represents 30,083,412154,659,399 options which may be issued pursuant to future awards under the 1999 Stock Option Plan, and the 2002 Stock Option Plan and 28,032,222the 2008 Stock Option Plan, and 25,167,219 shares of Common Stock that may be issued pursuant to the 1983 Restricted Stock Plan and the 1989 Restricted Stock Plan (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met). The maximum term of the options is 10 years.
All numbers in the table above are as of December 31, 2007.2008.
Share units credited under the thrift portion of the Supplemental Thrift Plan, the International Thrift Plan, the Prior Directors' Plan and the Directors’ DeferralDirectors' Plan are not included since they are paid in cash.
The Company provides a matching contribution in Common Stock under various plans throughout the world. No shares are issued by the Company under any of these plans. Shares are purchased on the open market by a third-party trustee. These plans are exempt from the shareowner approval requirements of the NYSE. These plans are as follows:
The Thrift Plan (U.S.).Under the Thrift Plan, the Company matches employee contributions to a maximum of 3% of an employee’semployee's compensation, subject to limits imposed by the Tax Code. Employees hired prior to April 1, 2002 are immediately vested in the matching contributions and employees hired after that date vest in the matching contributions over three years. Generally, employees may not withdraw the matching contributions until termination of employment.
The Coca-Cola Export Corporation Employee Share Plan (UK).Under this plan, the Company matches employee contributions to a maximum of £1,500 per year. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn before a five-year holding period without adverse tax consequences.
Employees’ Employees' Savings and Share Ownership Plan of Coca-Cola Ltd. (Canada).Under this plan, the Company matches 50% of an employee’semployee's contributions to a maximum of 4% of the employee’semployee's salary.
The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment.
Employee Stockholding Program (Japan).Under this plan, the Company matches contributions up to 3% of an employee’semployee's pay. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment or at specified limited periods.
Share Savings Plan (Denmark).Under this plan, the Company matches contributions up to 3% of an employee’semployee's pay. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn for five years without tax liability.
The Company also sponsors employee share purchase plans in several jurisdictions outside the U.S.United States. The Company does not grant or issue Common Stock pursuant to these plans, but does facilitate the acquisition of Common Stock by employees in a cost-efficient manner. These plans are not equity compensation plans.
The Company and its subsidiaries together currently hold approximately 35% of the issued and outstanding shares of Coca-Cola Enterprises Inc. (“CCE”("CCE"). as of February 23, 2009.
Certain Related Person Transactions with CCE
James D. Robinson III
A daughter-in-law of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. In 2007,2008, Delaware North and its subsidiaries made payments totaling approximately $3.2$4.6 million to CCE to purchase products in the ordinary course of business. Also in 2007,2008, CCE paid Delaware North approximately $969,000$957,000 in marketing related payments in the ordinary course of business.
Berkshire Hathaway
Berkshire Hathaway is a significant shareownerHathaway's holdings constituted approximately 8.64% of the Company.Company's outstanding Common Stock as of February 23, 2009. IDQ, McLane and XTRA Corporation are wholly owned subsidiaries of Berkshire Hathaway. In 2007,2008, IDQ and its subsidiaries made payments totallingtotaling approximately $2.0$1.3 million to CCE to purchase products in the ordinary course of business. In 2007,2008, McLane made payments totaling approximately $3.4$4.0 million to CCE to purchase products in the ordinary course of business. In 2007,2008, CCE paid XTRA Corporation and its subsidiaries approximately $2.2$2.4 million for equipment leases of trailers used to store and transport finished product in the ordinary course of business. Berkshire Hathaway holds a significant equity interest in Moody’s Corporation to whichMoody's. In 2008, CCE paid approximately $415,000 in 2007$619,000 to a subsidiary of Moody's for providing long-term and short-term credit ratingsrating services.
Ownership of Equity Securities in CCE
The following table sets forth information regarding beneficial ownership of the common stock of CCE, if any, by each Director, each Director nominee, each Named Executive Officer, and our Directors and executive officersExecutive Officers as a group, all as of February 22, 2008.23, 2009.
Name | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Donald R. Keough | 25,508 | * | ||||||||
Donald F. McHenry | 1,035 | * | ||||||||
Gary P. Fayard | 47,865 | 1 | * | |||||||
| Irial Finan | 34,744 | 2 | * | |||||||
| ||||||||||
All Directors and Executive Officers as a Group | 275,056 | |||||||||
|
|
| 3 |
* Less than 1% of issued and outstanding shares of common stock.
1 Includes 31,000 shares that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.
2 Includes stock units credited under the Coca-Cola Enterprises Inc. Deferred Compensation Plan for Nonemployee Directors (the "CCE Plan") that will be paid in 12,024 shares of CCE common stock upon distribution, 14,220 deferred stock units that represent shares that may be acquired on or before April 24, 2009, and 8,500 shares that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.
3 Includes stock units credited under the CCE Plan that will be paid in 12,024 shares of CCE common stock upon distribution, 14,220 deferred stock units that represent shares that may be acquired on or before April 24, 2009, and 175,100 shares that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.
For many years, the Company’sCompany's Audit Committee (the “Audit Committee”"Audit Committee") has been composed entirely of non-management Directors. The members of the Audit Committee meet the independence and experience requirements of the NYSE and the SEC. In 2007,2008, the Audit Committee held nineeight meetings. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements. Additionally, the Committee has continued its long-standing practice of having independent legal counsel.
During 2007,2008, at each of its regularly scheduled meetings, the Audit Committee met with the senior members of the Company’sCompany's financial management team. Additionally, the Audit Committee had separate private sessions, during its regularly scheduled meetings, with the Company’sCompany's general counsel or his designee, independent auditors, and the director of internal audit, at which candid discussions regarding financial management, legal, accounting, auditing, and internal control issues took place. The Audit Committee’sCommittee's agenda is established by the Audit Committee’sCommittee's chairman and the director of internal audit.
The Audit Committee has been updated quarterly on management’smanagement's process to assess the adequacy of the Company’sCompany's system of internal control over financial reporting, the framework used to make the assessment, and management’smanagement's conclusions on the effectiveness of the Company’sCompany's internal control over financial reporting. The Audit Committee has also discussed with the independent auditors the Company’sCompany's internal control assessment process, management’smanagement's assessment with respect thereto and the independent auditors’auditors' evaluation of the Company’sCompany's system of internal control over financial reporting.
The Audit Committee reviewed with senior members of management, including the director of internal audit and general counsel, and the independent auditors, the Company’sCompany's policies and procedures with respect to risk assessment and risk management. The overall adequacy and effectiveness of the Company’sCompany's legal, regulatory and ethical compliance programs, including the Company’sCompany's Codes of Business Conduct were also reviewed.
The Audit Committee recommendeddecided to the Board of Directors the engagement ofengage Ernst & Young LLP as our independent auditors for the year ended December 31, 2007,2008, and reviewed with senior members of the Company’sCompany's financial management team, the independent auditors, and the director of internal audit, the overall audit scope and plans, the results of internal and external audit examinations, evaluations by management and the independent auditors of the Company’sCompany's internal controls over financial reporting and the quality of the Company’sCompany's financial reporting. Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue its long-standing practice of recommending that the Board ask the shareowners, at their annual meeting, to ratify their appointment of the independent auditors.
Management has reviewed and discussed the audited financial statements in the Company’sCompany's Annual Report on Form 10-K with the Audit Committee including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’smanagement's accounting judgments, members of the Audit Committee asked for management’smanagement's representations and reviewed certifications prepared by the Chief Executive Officer and Chief Financial Officer that the unaudited quarterly and audited consolidated financial statements of the Company fairly present, in all material respects, the financial condition, results of operations and cash flows of the
Company, and have expressed to both management and the auditors their general preference for conservative policies when a range of accounting options is available.
In its meetings with representatives of the independent auditors, the Audit Committee asks them to address, and discusses their responses to several questions that the Audit Committee believes are particularly relevant to its oversight. These questions include:
The Audit Committee believes that, by thus focusing its discussions with the independent auditors, it can promote a meaningful dialogue that provides a basis for its oversight judgments.
The Audit Committee also discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”"PCAOB"). The Audit Committee received and discussed with the independent auditors their annual written report on their independence from the Company and its management, as required by the PCAOB rules. The Audit Committee considered with the independent auditors whether the provision of non-audit services provided by them to the Company during 20072008 was compatible with their independence.
In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company’sCompany's quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company’sCompany's management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent auditors, who are engaged to audit and report on the consolidated financial statements of the Company and subsidiaries management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the Company’sCompany's internal control over financial reporting.
In reliance on these reviews and discussions, and the reports of the independent auditors, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2007,2008, for filing with the SEC.
Peter V. Ueberroth, Chair
Ronald W. Allen
Donald F. McHenry
James B. Williams
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS
(Item 2)
The Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, 2008,2009, subject to ratification of the appointment by the shareowners. Ernst & Young LLP has served as the Company’sCompany's independent auditors for many years and is considered by management to be well qualified.
Audit Fees and All Other Fees
Audit Fees. Fees for audit services totaled approximately $27.3 million in 2008 and $27.2 million in 2007, and $23.5 million in 2006, including fees associated with the annual audit and the audit of internal control over financial reporting, the reviews of the Company’sCompany's quarterly reports on Form 10-Q, and statutory audits required internationally.
Audit-Related Fees.Fees for audit-related services totaled approximately $3.8 million in 2008 and $7.7 million in 2007 and $6.8 million in 2006.2007. Audit-related services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.
Tax Fees.Fees for tax services, including tax compliance, tax advice and tax planning, totaled approximately $3.7 million in 2008 and $4.8 million in 2007 and $6.5 million in 2006.2007.
All Other Fees. In 2008, fees for all other services not described above totaled $90,000 for training services in certain international locations. In 2007, Ernst & Young LLP did not provide any services notother than those described above in 2007 or 2006.above.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors.
Under the policy, pre-approval is generally provided for work associated with the following:
For each proposed service, the independent auditors are required to provide detailed back-up documentation at the time of approval to permit the Audit Committee to make a determination whether the provision of such services would impair the independent auditors’auditors' independence.
The Audit Committee has approved in advance certain permitted services whose scope is routine across business units, including statutory or other financial audit work for non-U.S. subsidiaries that is not required for the 1934 Act audits.
Other Information
The Company has been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.
One or more representatives of Ernst & Young LLP will be present at this year’syear's Annual Meeting of Shareowners. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. If the shareowners should not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.
The Board of Directors recommends a vote
FOR
the ratification of the appointment of Ernst & Young LLP as independent auditors.
APPROVAL OF THE COCA-COLA COMPANY 2008 STOCK OPTION PLAN
Description of the Plan and Vote Required
On February 20, 2008 the Compensation Committee recommended to the Board of Directors that it adopt the 2008 Stock Option Plan of The Coca-Cola Company (the “2008 Plan”). On February 21, 2008, the Board of Directors adopted the 2008 Plan and directed that it be submitted to the shareowners for approval at the 2008 Annual Meeting. The 2008 Plan will become effective upon the affirmative vote of a majority of the votes cast by holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting.
We are requesting shareowner approval of the 2008 Plan because there are not enough shares remaining under the existing stock option plans to support the long-term equity incentive component of our overall compensation philosophy. As discussed in the Compensation Discussion & Analysis, options are a part of the long-term incentive compensation for senior executives and other key employees.
The purpose of the 2008 Plan is to advance the interests of the Company by encouraging and enabling acquisition of a financial interest in the Company by its officers and other key employees. The 2008 Plan is intended to aid the Company in attracting, retaining and motivating employees.
Summary of the 2008 Plan
The following summary of the 2008 Plan is qualified in its entirety by reference to the text of the 2008 Plan, which is attached as Appendix I. The 2008 Plan will be administered by the Compensation Committee, which is comprised entirely of independent Directors. The Compensation Committee has full and final authority, in its discretion, to select the key employees who would be granted stock options and would determine the number of shares subject to each option, the duration of each option and the terms and conditions of each option granted. The 2008 Stock Option Plan allows grants of both non-statutory options (NSOs) and incentive stock options (ISOs), as defined under Section 422 of the Tax Code. However, the Company currently intends to grant only NSOs.
The major provisions of the 2008 Plan are as follows:
Eligibility. Options may be granted to any officer, including officers who are also Directors of the Company, and to other key employees of the Company and its Majority-Owned Related Companies (as defined in the 2008 Plan). Approximately 4,600 employees, including executive officers, currently may be considered for awards. Options are not transferable, except in the case of death.
Option Price. The option price shall be no less than 100% of the fair market value of the Common Stock on the date the option is granted. Fair market value for purposes of the 2008 Plan is the average of the high and low market price of the Common Stock as reported on the New York Stock Exchange Composite Transactions listing on the date of grant.
Duration of Options. Options will terminate on the date fixed by the Compensation Committee at the time of grant, but no later than ten years from the date of grant.
Vesting. Vesting means that an option is not forfeitable. The Compensation Committee shall specify the relevant vesting provisions at the time of the grant. Options generally vest 25% each year over four years on the anniversary of the grant date. No options shall be exercisable for at least twelve months from the date of grant. All options automatically vest in full upon a Change in Control (as defined in the 2008 Plan), death, or disability. In the event of retirement, in most cases, options held at least one year shall vest.
Exercise Period. The exercise period for options may not exceed 10 years from the date of grant. If an optionee’s employment by the Company is terminated for any reason, except death, disability or retirement, the optionee has six months to exercise any vested options unless the option expires earlier. The Compensation Committee has the authority to alter the terms of any option at grant or while outstanding, provided that such amendment is not detrimental to the optionee. The occurrence of a Change in Control while an optionee is an employee has no effect on the duration of the exercise period.
Payment. The exercise price must be paid in full at the time the option is exercised. Cashless exercises are permitted. In a cashless exercise, the plan administrator sells some of the shares acquired upon exercise and delivers the proceeds to the Company within three business days of the exercise. In addition, Common Stock held by the optionee for at least six months may be used to pay the exercise price. The 2008 Plan allows U.S. taxpayers to use shares of Common Stock withheld upon exercise to satisfy U.S. Federal, state and local income tax liabilities due on exercise.
Shares That May Be Issued under the 2008 Plan. A maximum of 140,000,000 shares of Common Stock, subject to adjustment as described below, may be issued or transferred pursuant to options granted under the 2008 Plan. If any option is forfeited, expires unexercised or is canceled for any reason without having been exercised in full, the shares of stock not issued or transferred will again become available for grants of options. The number of shares available under the 2008 Plan is subject to adjustment in the event of any stock split, stock dividend, recapitalization, spin-off or other similar action. No individual may be awarded options in an amount equal to more than 5% of the shares authorized under the 2008 Plan, as adjusted.
Federal Income Tax Consequences to the Company and the Optionee
Nonstatutory Options. Currently, the Company intends to grant only NSOs from the 2008 Plan. Under present Federal income tax regulations, there will be no Federal income tax consequences to either the Company or the optionee upon the grant of a nonstatutory option. The optionee will realize ordinary income upon the exercise of a nonstatutory option in an amount equal to the excess of fair market value of the Common Stock acquired upon the exercise of such option over the option price, and the Company will receive a corresponding deduction. The gain, if any, realized upon a subsequent disposition of such Common Stock will constitute short- or long-term capital gain, depending on the optionee’s holding period. For individuals resident outside the United States, the tax consequences to the individual and to the Company and/or its subsidiaries are determined by the applicable tax laws of the foreign jurisdiction.
Incentive Stock Options. Some of the options granted under the 2008 Plan may be ISOs within the meaning of Section 422 of the Tax Code. Under present Federal tax laws, there will be no Federal income tax consequences to either the Company or an optionee upon the grant of an ISO, nor will an optionee’s exercise of an ISO result in Federal income tax consequences to the Company. Although an optionee will
not realize ordinary income upon his exercise of an ISO, the excess of the fair market value of the Common Stock acquired at the time of exercise over the option price may constitute an adjustment in computing alternative minimum taxable income under Section 56 of the Tax Code and, thus, may result in the imposition of the “alternative minimum tax” pursuant to Section 55 of the Tax Code on the optionee. If an optionee does not dispose of Common Stock acquired through an ISO within one year of the ISO’s date of exercise, any gain realized upon a subsequent disposition of Common Stock will constitute long-term capital gain to the optionee. If an optionee disposes of the Common Stock within such one-year period, an amount equal to the lesser of (i) the excess of the fair market value of the Common Stock on the date of exercise over the option price or (ii) the actual gain realized upon a subsequent disposition will constitute ordinary income to the optionee in the year of the disposition. Any additional gain upon such disposition will be taxed as short-term capital gain. The Company will receive a deduction in an amount equal to the amount constituting ordinary income to an optionee.
The Federal income tax consequences described in this section are based on U.S. laws and regulations in effect on February 22, 2008, and there is no assurance that the laws and regulations will not change in the future and affect the tax consequences of the matters discussed in this section.
Term
The 2008 Plan will become effective if approved by the shareowners at the Annual Meeting, and unless earlier terminated by the Board, will terminate when all shares under the 2008 Plan have been issued.
Termination of and Amendments to the 2008 Plan; No Repricing or Replacing Options without Shareowner Approval
The Board of Directors may terminate or amend the 2008 Plan from time to time in any manner permitted by applicable laws and regulations, except that no additional shares of the Company’s Common Stock may be allocated to the 2008 Plan, and no outstanding option may be repriced or replaced, without the approval of the shareowners.
New Plan Benefit
The benefits or amounts to be received by or allocated to participants and the number of options to be granted under the 2008 Plan cannot be determined at this time because the amount and type of grant to be made to any eligible participant in any year is to be determined at the discretion of the Compensation Committee.
The Board of Directors recommends a vote
FOR
the proposal to approve The Coca-Cola Company 2008 Stock Option Plan
PROPOSALS OF SHAREOWNERS
Items 3 through 6
Items 4 through 6
The following threefour proposals were submitted by shareowners. If the shareowner proponent, or a representative who is qualified under state law, is present and submits such proposal for a vote, then the proposal will be voted upon at the Annual Meeting of Shareowners. Approval of each of the following threefour proposals requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. In accordance with federal securities regulations, we include the shareowner proposals plus any supporting statements exactly as submitted by the proponents. To make sure readers can easily distinguish between material provided by the proponents and material provided by the Company, we have put a box around material provided by the proponents. If proposals are submitted by more than one shareowner, we will list only list the primary filer’sfiler's name, address and number of shares held. We will provide the information regarding co-filers to shareowners promptly if we receive an oral or written request for the information.
Shareowner Proposal Regarding an Advisory Vote on Executive Compensation (Item 4)3)
The Congregation of Benedictine Sisters, 285 Oblate Drive, San Antonio, Texas 78216, owner of 500 shares of Common Stock, and other co-filers, submitted the following proposal:
| ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||||
| RESOLVED, that shareholders of | |||
SUPPORTING STATEMENT | ||||
| Investors are increasingly concerned about mushrooming executive compensation | |||
| An Advisory Vote establishes an annual referendum process for shareholders about senior executive compensation. We believe the results of this vote would provide the board and management useful information about shareholder views on the company's senior executive compensation. | |||
In | ||||
To date, ten companies have also agreed to an Advisory Vote, including Verizon, MBIA, H&R Block, Blockbuster, Ingersoll Rand and Tech Data. TIAA-CREF, the country's largest pension fund, has successfully held an Advisory Vote twice. | ||||
Influential proxy voting service RiskMetrics Group, recommends votes in favor, noting: "RiskMetrics encourages companies to allow shareholders to express their opinions of executive compensation practices by | ||||
The Council of Institutional Investors endorsed advisory votes and a |
| We believe that existing U.S. | |||
|
| |||
|
| |||
Statement Against Shareowner Proposal Regarding an Advisory Vote on Executive Compensation
The Board of Directors of The Coca-Cola Company believes that good corporate governance and accountability to shareowners are not only marks of good management, but critical to a successful enterprise. We are strongly supportive of advancing appropriate and effective mechanisms to enhance constructive dialogue between shareowners and Directors.
This proposal calls for a non-binding advisory votestates that an annual up-or-down referendum with respect to ratify the compensation of the Named Executive Officers. However, we believeOfficers ("NEO") "would provide the board and management with useful information about shareholder views on the company's senior executive compensation." The proposal further suggests that more effective and meaningfulour shareowners are not provided with sufficient mechanisms are already available for our Company’s shareowners to communicate concernsproviding input to the Board abouton executive compensation. We respectfully disagree.
First, our shareowners already have several effective mechanisms available to allow them to communicate, or register dissatisfaction, with the Board regarding executive compensation or any other matters.matter. These include a majority vote by-law, shareowner proposals, letters to individual Directors or the entire Board and voicing opinions at the Annual Meeting of Shareowners.
We believe the best mechanism foravailable to our shareowners to reflectvoice their confidence or lack of confidence inopinion about the Compensation Committee’sCommittee's work is through the election of Directors.Directors, pursuant to the Company's majority vote by-law. This vote is more impactfulsubstantive because it determines pursuant to the Company’s majority vote by-law, who will serve on the Board and ultimately make decisions about compensation. In contrast, the advisory vote would not change the contentscontent of the Committee’sCommittee's report nor have legal bearing on any compensation arrangement.
Second, the development of effective executive compensation policies and practices is complex and in doing so the Compensation Committee takes into account numerous factors. But an annual "For" or "Against" ratification on NEO compensation, as called for in this proposal, simply would not provide meaningful input into this process. It would not identify the particular elements of compensation with which our shareowners are concerned nor would it provide our Board with meaningful input regarding our shareowners' various positions on complex executive compensation matters.
For example, in any given year, are all shareowners who vote "For" ratification of NEO compensation telling the Board that they are pleasedwith all aspects of NEO compensation? Does the "For" ratification mean that some shareowners were pleased with only certain aspects of NEO compensation, but were more pleased than dissatisfied? Conversely, in any given year, are the shareowners who vote "Against" ratification of NEO compensation displeased with all aspects of NEO compensation?
We believe that The Board encourages shareowners to take advantage of the Company's current disclosure of our compensation practices, combinedpolicies and procedures for communicating with the SEC’s disclosure requirements, provideBoard and remains open to meaningful improvements in Board/shareowner communications. However, we believe this proposal advocates a thorough basis for our shareownersless effective mechanism than those already in place and one which will fail to evaluate the Company’s use ofexpress meaningful input regarding executive compensation to drive business results and to make an informed choice in their vote for the election of Directors. Our Compensation Committee provides in the proxy statement detailed disclosure of compensation for executive officers, includinghow and why compensation decisions are made. The Company also publishes a detailed report setting forth its approach and philosophy with respect to executive compensation.matters.
The Board of Directors recommends a vote
AGAINST
the proposal regarding an advisory vote on executive compensation.
Shareowner Proposal Regarding an Independent Board Chair (Item 5)4)
International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, N.W., Washington D.C. 20001, owner of 100 shares of Common Stock, submitted the following proposal:
| RESOLVED: That stockholders of The Coca-Cola Company | ||||
SUPPORTING STATEMENT: It is the responsibility of the Board of Directors to protect
management. By setting agendas, priorities and procedures, the position of Chair is critical in shaping the work of the | ||||
An independent Chairman can also provide stability and continuity during senior management transitions, a major concern at our Company. Coca-Cola has churned through three Chairman/CEOs in just the past decade, creating a leadership vacuum at the Board and management levels. | ||||
This past year Coca-Cola appointed its fifth chief executive in 12 years, this time separating the positions of Chairman and CEO as part of the transition. Effective July 1, 2008, Muhtar Kent (former President and Chief Operating Officer) succeeded Isdell as CEO, and Isdell continues as Chairman until the 2009 Annual Meeting. | ||||
While we acknowledge Coca-Cola's temporary separation of the positions of Chairman and CEO, our Company has not adopted a clear corporate governance policy barring the CEO from simultaneously serving as Chairman. | ||||
Furthermore, merely separating the positions of Chairman and CEO fails to ensure independent board leadership and, therefore, stops short of instituting rigorous independent oversight of management. Chairman Isdell, our Company's former CEO who has been with the Coca-Cola system since 1966, is not independent. | ||||
| We believe that an independent Chairman would better ease management transitions and serve Coca-Cola shareholders over the long-term, particularly given our Company's excessive executive pay practices and lackluster performance. | |||
Over Isdell's four-year tenure as Chairman/CEO, Coca-Cola significantly trailed its direct competitor PepsiCo in terms of total return to shareholders. However, based on Coca-Cola and PepsiCo's respective proxy statement summary compensation tables for 2004-2007, Isdell made $20 million more than PepsiCo's Chairmen and CEOs over the | ||||
The Corporate Library (TCL), a leading provider of independent corporate governance research and analysis, rates our Company's executive compensation and board composition as areas of "very high concern," noting "concerns about the alignment of executive interests with shareholder interests" and concerns regarding "the perception of an entrenched board...." | ||||
We believe that instituting an independent Chairman is crucial to
vote by investors supported this proposal. | ||||
We | ||||
Statement Against Shareowner Proposal Regarding an Independent Board Chair
The proposal seeks the separation ofto permanently separate the roles of Chairman of the Board and Chief Executive Officer and requests that the Board Chairman be an independent director who has not previously served as an executive officer of the Company.
Our existing governance structure allows the Board to make changes in the Company’sCompany's leadership structure when and if they believeit believes circumstances so warrant it and shareowner interests would be better served by a different leadership structure.
Late last year, the Board of Directors approved the recommendation of Chairman and Chief Executive Officer Neville Isdell for an evolution of the Company’s leadership structure. Under the new structure, President and Chief Operating Officer Muhtar Kent will succeed Mr. Isdell as Chief Executive Officer as of July 1, 2008. Mr. Isdell will remain Chairman of the Board of Directors until the Company’s Annual Meeting of Shareowners in April 2009.
This was seen as the appropriate structure to take the Company forward and ensure a successful transition. It also reflects the flexibility available to the Board under the existing governance structure.
This flexibility to ensure the right structure based on the specific needs of the business is critical, and it is part of the judgment a board should exercise and we believe should continue to exercise in the future.
The Board of Directors has demonstrated that it will prudently exercise this judgment when shareowner interests are best served and, in fact, recently separated the roles of Chairman and CEO. In 2007, the Board approved a new structure wherein President and Chief Operating Officer Muhtar Kent succeeded E. Neville Isdell as Chief Executive Officer on July 1, 2008. It is the intent of the Board that Mr. Isdell remain as Chairman of the Board of Directors until the Company's Annual Meeting of Shareowners in April 2009.
This was seen as the appropriate structure to take the Company forward and ensure a successful leadership transition. It also reflects the flexibility available to the Board under the existing governance structure. In addition, the Chairman of the Committee on Directors and Corporate Governance of the Board, Mr. James D. Robinson III, presides over all meetings of non-management Directors.
A specifically defined approach that ties the Board’sBoard's hands will not serve shareowners well over time.
We encourage shareowners to learn more about the Company’sCompany's governance practices at our website,www.thecoca-colacompany.comwww.thecoca-colacompany.com..
The Board of Directors recommends a vote
AGAINST
the proposal regarding an independent board chair.
Shareowner Proposal Regarding a Board Committee on Human Rights (Item 6)5)
William C. Wardlaw III, 6704 Allegheny Avenue, Takoma Park, MD 20912,c/o Harrington Investments, Inc., P.O. Box 6108, Napa, California 94581, direct owner of 15,2057,464 shares of Common Stock, submitted the following proposal:
| RESOLVED: | ||||
| Shareholders amend the Bylaws, by adding the following new section at the end of Article III: | ||||
Section | ||||
The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said | ||||
Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors. | ||||
Supporting Statement: | ||||
The Coca-Cola Company, its bottlers, and suppliers have been associated with human rights controversies, leading to:
| ||||
* The Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) divesting the Coca-Cola Co. stock from and banning further investments in its $9 billion CREF Social Choice Account, the | ||||
| ||||
* BBC News reporting that our company has been accused of benefiting from prison labor in China (5/21/07).
| ||||
* A May 2007 report by The International Environmental Law Research Centre accused the company of detrimental impacts on drinking and agricultural water supplies in India, violating human rights. |
In the opinion of the proponents, the | ||||
| In defining | ||||
Statement Against Shareowner Proposal Regarding a Board Committee on Human Rights
The Company’sCompany's Board of Directors hasalready established a Committee with the authority to review the implications of the Company’sCompany's policies on human rights issues:issues. That Committee is the Public Issues and Diversity Review Committee.
The Public Issues and Diversity Review Committee’s charter empowers the Committee is authorized to review Company policy and address human rights issues andpractice relating to significant public issues of concern to the shareowners, the Company, the business community and the general public.
Inpublic, including Company policy and practice this Committee has regularly reviewed the Company policies, procedures and positions relating to the human rights issues, including the following three human rights issues identifiedof individuals in the Proponent’s own supporting statement:United States and abroad.
water stewardship generally, and specifically the Company’s activities in India;
workplace rights generally, and specifically relating to Coca-Cola bottling operations in Colombia; and
workplace accountability generally, and specifically relating to employees of the Company and its suppliers in China.
The formation of a new Board Committee on Human Rights, as this proposal would require, would add nothing to the range of substantial issues currently considered by the existing Committee and would, in fact, create an overlap between the respective oversight of the two committees of the Board.
In practice, the Public Issues and Diversity Review Committee has regularly reviewed the Company policies, procedures and positions relating to human rights issues, including the following which are specifically identified in the Proponent's own supporting statement:
Shareowners can be assured that our Company respects international human rights principles aimed at promoting and protecting human rights. These include the United Nations Universal Declaration of Human Rights and the International Labor Organization’sLabour Organization's Declaration on Fundamental Principles and Rights at Work, and we actively participate in the United Nations Global Compact. The Company also has also joinedbeen part of the Business Leaders Initiative on Human Rights (BLIHR), a group of 1314 leading global companies committed to identifying practical ways to uphold human rights in their workplaces.
The Company’s acknowledgmentCompany's acknowledgement of these principles is consistent with our dedication to enriching the workplace, preserving the environment, strengthening the communities where we operate and engaging with stakeholders to pursue progress toward these goals. We are committed to earning the trust of our stakeholders with a set of values that represent the highest standards of quality, integrity, excellence, compliance with the law and respect for the unique customs and cultures in communities where we operate.
To view the Company’s Statement onCompany's Human Rights Statement, go to the Company’sCompany's website at
www.thecoca-colacompany.com, click on “Corporate Responsibility,”"Sustainability", then click on “Workplace,”"Respecting People", then click on “Global"Global Workplace Rights.”Rights", and then click on "Human Rights Statement". To view the Charter for the Public Issues and Diversity Review Committee, go to the Company’sCompany's website atwww.thecoca-colacompany.com, click on “Investors,” click on “Corporate Governance,”"Investors", then click on “Committee Charters.”"Corporate Governance", and then click on "Committee Charters".
The Board of Directors recommends a vote
AGAINST
the proposal regarding a board committee on human rights.
Shareowner Proposal Regarding Restricted Stock (Item 6)
Elton W. Shepherd, 720 Buff Drive, N.E., Atlanta, Georgia 30342, owner of 26,342 shares of Common Stock, submitted the following proposal:
In 1983, Coca-Cola Established A Restricted Stock Program.
I Believe Restricted Stock Is Antithetical To Corporate Governance "Best Practices."
It isfree.
Hasno performance requirements.
Includes dividends and voting rights.
Dilutes the ownership of common shareowners.
And, guarantees recipients a profit,even if Coca-Cola's stock price decreases.
Two Former Executives Received Nearly 14,000,000 Free Restricted Shares.
| Executive | Market Value of Free Restricted Shares On October 10, 2008 | |||||||||
| Goizueta | $ | 466,000,000 | ||||||||
| Keough | $ | 110,000,000 | ||||||||
| Total | $ | 576,000,000 | ||||||||
Although Free Restricted Shares Vest At Age 62, After A 5 Year Restriction Period, Coca-Cola Has Repeatedly Released Unvested Shares To Departing Executives.
| Executive | Market Value of Unvested Free Shares Upon Departure | |||||||||
| Ivester | $ | 98,000,000 | . . . | Under Ivester our stock dropped from $58 to $52. | ||||||
| Stahl | $ | 19,100,000 | . . . | Stahl also received a $3,500,000 cash severance. | ||||||
| Daft | $ | 8,320,000 | . . . | Under Daft our stock fell from $52 to $51. | ||||||
| Chestnut | $ | 5,190,000 | ||||||||
| Frenette | $ | 3,600,000 | ||||||||
| Isdell | $ | 3,050,000 | . . . | Isdell left in 1998, returned as CEO in 2004. | ||||||
| Dunn | $ | 2,500,000 | ||||||||
| Ware | $ | 1,600,000 | . . . | Ware also received a $1,275,000 special bonus and consulting contract. | ||||||
| Total | $ | 141,360,000 | ||||||||
Other Departing Executives Received Free Shares Under Employment Contracts.
| Executive | Market Value of Free Shares Upon Departure | ||||||||||
| Patrick | $ | 3,490,000 | . . . | Patrick also received a $2,000,000 consulting contract which, according to the Atlanta Journal-Constitution, required "no obligation to work any hours during any period of time." | |||||||
Heyer | $ | 2,080,000 | . . . | Heyer also received an $8,000,000 cash severance. | |||||||
In 2003, Coca-Cola Established A Performance Share Unit Program.
Performance Share Units, Another Form Of Free Stock, Are Forfeited Unless Compound Earnings Per Share Growth Targets Are Acheived. However, Earnings Per Share Can Be Manipulated.
In 2005, the Securities & Exchange Commission determined that Coca-Cola inflated earnings per share by "channel stuffing" concentrate from 1997-1999 in Japan.
In July 2008, the Wall Street Journal reported that Coca-Cola reached a $137 million dollar settlement of a lawsuit "filed by investors who claim the global beverage giantartificially inflated sales to boost its stock price."
The Wall Street Journal report also stated that "the suit named Coca-Cola andfour former executives as defendants."
Former CEO Isdell Received Over $42,000,000 In Free Stock.
| Restricted shares upon departure in 1998 | $ | 22,490,000 | ||||||||
Restricted shares upon return in July 2004 | $ | 3,580,000 | ||||||||
Performance Share Units, 2005-2007 | $ | 16,045,000 | ||||||||
Total | $ | 42,115,000 | ||||||||
During CEO Isdell's Tenure, Coca-Cola Stock Rose From $51 To $52.
Robert Woodruff Never Received Free Stock.
Since 2002, PepsiCo Has Outperformed Coca-Cola By + 38%.
| $100 Investment-Stock Price Appreciation Plus Dividends | |||||||||||||||||
| 12-31-2002 | 12-31-2007 | Return | |||||||||||||||
| Coca-Cola* | $100 | $158 | +58% | ||||||||||||||
| PepsiCo | $100 | $196 | +96% | ||||||||||||||
* Coca-Cola's stock price peaked at $89 in 1998. | |||||||||||||||||
My 2007 Shareowner Proposal Regarding Free Restricted Stock Received 532,000,000 Votes Or 32%. Thanks.
Resolved That Shareowners Urge Coca-Cola's Board That A Significant Percentage Of Future Awards Of Free Restricted Stock And Performance Share Units To Senior Executives And Board Members ...
| Are performance based; | ||||||
Are tied to company specific performance metrics, performance targets and timeframes clearly communicated to shareowners; | ||||||
And, can not be prematurely released or substantially alteredwithout a shareowners vote. | ||||||
Statement Against Shareowner Proposal Regarding Restricted Stock
The proposal calls for "a significant percentage of future awards of free restricted stock and performance share units" issued "to senior executives and Board members" to be performance based and tied to Company specific performance metrics, performance targets and timeframes clearly communicated to shareowners.
The Company has already substantially implemented the proposal.
For the last eight years, the great majority of the restricted stock and performance share units that were awarded to the Company's senior executives have had substantial performance criteria tied to the Company's long-term performance measures. Consequently, the proposal inaccurately characterizes these awards. This stock is not "free."
The proposal lists twelve individuals who received "free" restricted shares. The restricted stock awards made to ten of these individuals were the result of decisions made prior to May 2001. In 2001, the Company's shareowners approved an amendment to the 1989 Restricted Stock Plan to allow for performance-based awards to key Company employees. This amendment lists the performance criteria from which the Compensation Committee may choose to grant an award. The performance measures established by the Compensation Committee are communicated to shareowners in the Company's proxy statements. Where performance is not met, the awards are forfeited, in whole or in part. For example, all of the performance-based restricted stock granted in May 2001, which had a compound annual growth in earning per share target of 11% over the performance period, was forfeited because the performance was not achieved. One-third of the performance share units awarded for the 2004-2006 performance period were forfeited because the performance target for the three-year period was not fully met. The Compensation Committee has not waived required performance criteria for any performance share units. The Compensation Committee only uses time-based restricted stock sparingly in hiring situations and for retention.
In the last four years, no restricted stock awards to Named Executive Officers have been released prior to the lapse of restrictions established by the award. In fact, the Compensation Committee has adopted a policy that would limit the release of unvested restricted shares. The policy provides for seeking shareowner approval of any severance arrangements for senior executives that result in payments in excess of 2.99 times total salary and bonus. The policy contains a specific provision addressing the early vesting of equity compensation.
The Company has and continues to pay for performance. The Companyalready makes a significant portion of executive compensation at-risk, subject to performance criteria aligned with creating return for our shareowners, andalready ties awards of restricted stock and performance share units to specific performance targets and timeframes that are clearly communicated to shareowners. Therefore, the Company hasalready substantially implemented the proposal, making a vote for the proposal unnecessary.
The Board of Directors recommends a vote
AGAINST
the proposal regarding restricted stock.
COMMUNICATIONS, SHAREOWNER PROPOSALS AND COMPANY DOCUMENTS
1. How do I submit a proposal for action at the 2010 Annual Meeting of Shareowners?
According to the requirements of the SEC pursuant to Rule 14a-8 under the 1934 Act and our By-Laws, aA proposal for action to be presented by any shareowner at the 20092010 Annual Meeting of Shareowners will not be acted upon unless:only:
In addition, the shareowner proponent, or a representative who is qualified under state law, must appear in person at the Annual Meeting of Shareowners to present such proposal.
Proposals should be sent to the Office of the Secretary by fax to (404) 676-8409 or by mail to the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by e-mail toshareownerservices@na.ko.com.
2. How does a person communicate with the Company's Directors?
Mail can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. At the direction of the Board, all mail received may be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be forwarded. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to “Outside Directors”"Outside Directors" or “Non-Management Directors”"Non-Management Directors" will be forwarded or delivered to the Chairman of the Committee on Directors and Corporate Governance. Mail addressed to the “Board"Board of Directors”Directors" will be forwarded or delivered to the Chairman of the Board.
3. What is householding?
As permitted by the 1934 Act, only one copy of this proxy statement is being delivered to shareowners residing at the same address, unless the shareowners have notified the Company of their desire to receive multiple copies of the proxy statement. This is known as householding.
The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any shareowner residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to the Office of the Secretary as described in the response to question 1.
Shareowners of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, Computershare Trust Company, N.A. (“Computershare”("Computershare"), to request that only a single copy of the proxy statement be mailed in the future.
Contact Computershare by phone at (888) 265-3747 or by mail at 250 Royall Street, Canton, MA 02021.02021.
Shareowners who hold their shares in street name, Beneficial owners, as described in the response to question 3 on page 2, should contact their broker or bank.
4. Where can I see the Company's corporate documents and SEC filings?
The Company’sCompany's website contains the Company’sCompany's Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, the Committee Charters, the Codes of Business Conduct and the Company’sCompany's SEC filings. To view the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee Charters or Codes of Business Conduct, go towww.thecoca-colacompany.com, click on “Investors”"Investors" and then click on “Corporate"Corporate Governance.”" To view the Company’sCompany's SEC filings and Forms 3, 4 and 5 filed by the Company’sCompany's Directors and executive officers,Executive Officers, go towww.thecoca-colacompany.com,, click on “Investors”"Investors" and then click on “SEC"SEC Filings.”"
The Company will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct to any shareowner requesting a copy. Requests should be directed to the Office of the Secretary as described in the response to question 1.
You can also print copies of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct from the Company’sCompany's website atwww.thecoca-colacompany.com.
6. How can I obtain copies of the Company's Annual Report on Form 10-K?
The Company will promptly deliver free of charge, upon request, a copy of the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 20072008 to any shareowner requesting a copy.Requestscopy. Requests should be directed to the Company’sCompany's Consumer and Industry Affairs Department, The
Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301.
The Company has made previous filings under the Securities Act of 1933, as amended, or the 1934 Act that incorporate future filings, including this proxy statement, in whole or in part. However, the Report of the Compensation Committee and the Report of the Audit Committee shall not be incorporated by reference into any such filings.
Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of Shareowners, which may properly come before the meeting or other matters incident to the conduct of the meeting.
As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this proxy statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.
The form of proxy and this proxy statement have been approved by the Board of Directors and are being provided to shareowners by its authority.
CAROL CROFOOT HAYESCAROL CROFOOT HAYES
Associate General Counsel and Secretary
Atlanta, Georgia
March 3, 20085, 2009
The 20072008 Annual Report on Form 10-K includes our financial statements for the fiscal year ended December 31, 2007.2008. We have furnished the 20072008 Annual Report on Form 10-K to all shareowners. The 20072008 Annual Report on Form 10-K does not form any part of the material for the solicitation of proxies.
| 002CS40013 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 123456 C0123456789 12345 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C123456789 C 1234567890 J N T 0 2 0 8 4 9 1 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 0106ME 1 U PX + Annual Meeting Proxy Card . + Proposals — You must sign the card on the reverse side for your vote to be counted. The Board of Directors recommends a vote FOR Proposal 2. The Board of Directors recommends a vote AGAINST Proposals 3, 4, 5 and 6. 01 - Herbert A. Allen 02 - Ronald W. Allen 03 - Cathleen P. Black 06 - Muhtar Kent 07 - Donald R. Keough 08 - Maria Elena Lagomasino 11 - James D. Robinson III 12 - Peter V. Ueberroth 13 - Jacob Wallenberg 1. Election of Directors: For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as Independent Auditors 3. Shareowner Proposal regarding an Advisory Vote on Executive Compensation For Against Abstain For Against Abstain 5. Shareowner Proposal regarding a Board Committee on Human Rights 6. Shareowner Proposal regarding Restricted Stock 4. Shareowner Proposal regarding an Independent Board Chair For Against Abstain For Against Abstain 04 - Barry Diller 09 - Donald F. McHenry For Against Abstain A The Board of Directors recommends a vote FOR all the nominees listed. 05 - Alexis M. Herman 10 - Sam Nunn 14 - James B. Williams Admission Ticket IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Electronic Voting Instructions You can vote by Internet or telephone Available 24 hours a day, 7 days a week Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 21, 2009. Vote by Internet • Log on to the Internet and go to www.envisionreports.com/coca-cola • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message. |
THE COCA-COLA COMPANY
2008 STOCK OPTION PLAN
Section 1. Purpose
The purpose of The Coca-Cola Company 2008 Stock Option Plan (the “Plan”)
| + Please sign exactly as name(s) appears hereon. Joint owners should each sign. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. Date and sign below. B Non-Voting Items This Proxy is solicited on behalf of the Board of Directors of The Coca-Cola Company The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby (i) appoints Gary P. Fayard, Geoffrey J. Kelly and Cynthia P. McCague, and each of them, proxies with full power of substitution, for and in the name of the undersigned, to
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