UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2011
COCA-COLA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-34874 | | 27-2197395 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(678) 260-3000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07 | . Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders on April 26, 2011. The certified results of the matters voted upon at the meeting, which are more fully described in our proxy statement, are as follows:
| (1) | Election of twelve (12) directors for terms expiring at the 2012 annual meeting of shareowners |
| DIRECTORS | FOR | WITHHELD | BROKER NON-VOTES |
| Jan Bennink | 271,194,452 | 2,625,437 | 17,954,781 |
| John F. Brock | 266,127,337 | 7,692,552 | 17,954,781 |
| Calvin Darden | 271,161,505 | 2,658,384 | 17,954,781 |
| L. Phillip Humann | 262,854,947 | 10,964,942 | 17,954,781 |
| Orrin H. Ingram II | 266,313,659 | 7,506,230 | 17,954,781 |
| Donna A. James | 269,216,461 | 4,603,428 | 17,954,781 |
| Thomas H. Johnson | 263,092,816 | 10,727,073 | 17,954,781 |
| Suzanne B. Labarge | 271,192,138 | 2,627,751 | 17,954,781 |
| Véronique Morali | 265,666,482 | 8,153,407 | 17,954,781 |
| Garry Watts | 271,197,530 | 2,622,359 | 17,954,781 |
| Curtis R. Welling | 266,346,886 | 7,473,003 | 17,954,781 |
| Phoebe A. Wood | 271,145,913 | 2,673,976 | 17,954,781 |
| (2) | Non-binding advisory vote on the Company’s executive compensation program |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 258,022,774 | 15,494,780 | 302,335 | 17,954,781 |
| (3) | Non-binding advisory vote on the frequency of executive compensation program advisory votes. |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN |
| 243,581,629 | 1,517,539 | 28,199,986 | 520,735 |
In light of these results, the Company’s board of directors has adopted a policy to hold an advisory vote on executive compensation every one year.
| (4) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountant firm for the fiscal year 2011. |
| FOR | AGAINST | ABSTAIN |
| 287,107,960 | 4,622,307 | 44,403 |
| (5) | Shareowner proposal to request shareowner approval of certain severance agreements. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 102,251,621 | 169,305,471 | 2,262,797 | 17,954,781 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | COCA-COLA ENTERPRISES, INC. |
| | | (Registrant) |
| Date: April 27, 2011 | By: | /s/ William T. Plybon |
| | Name: | William T. Plybon |
| | Title: | Vice President, Corporate Secretary and Deputy General Counsel |
| | | |
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