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): May 12, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (704) 557-4400
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 12, 2020, Coca-Cola Consolidated, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”).
(b) At the Annual Meeting, the Company’s stockholders (i) elected all 13 of the Company’s nominees for director to serve for a term of one year or until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2019; (iii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2020; and (iv) voted against a stockholder proposal regarding development of a recapitalization plan. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2020.
The final voting results for each of the proposals submitted to the Company’s stockholders at the Annual Meeting are as follows:
1.Election of directors:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| J. Frank Harrison, III | 48,541,815 | 1,902,347 | 804,957 | |||||||||||||||||
| Sharon A. Decker | 50,323,828 | 120,334 | 804,957 | |||||||||||||||||
| Morgan H. Everett | 50,159,860 | 284,302 | 804,957 | |||||||||||||||||
| James R. Helvey, III | 50,395,866 | 48,296 | 804,957 | |||||||||||||||||
| William H. Jones | 50,411,069 | 33,093 | 804,957 | |||||||||||||||||
| Umesh M. Kasbekar | 50,146,948 | 297,214 | 804,957 | |||||||||||||||||
| David M. Katz | 48,372,195 | 2,071,967 | 804,957 | |||||||||||||||||
| Jennifer K. Mann | 50,181,166 | 262,996 | 804,957 | |||||||||||||||||
| James H. Morgan | 49,333,130 | 1,111,032 | 804,957 | |||||||||||||||||
| John W. Murrey, III | 50,336,043 | 108,119 | 804,957 | |||||||||||||||||
| Sue Anne H. Wells | 50,176,781 | 267,381 | 804,957 | |||||||||||||||||
| Dennis A. Wicker | 49,275,593 | 1,168,569 | 804,957 | |||||||||||||||||
| Richard T. Williams | 50,389,545 | 54,617 | 804,957 | |||||||||||||||||
2. Advisory vote to approve the Company’s named executive officer compensation in fiscal 2019:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 49,921,584 | 506,479 | 16,099 | 804,957 | |||||||||||||||||
3. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2020:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 51,103,434 | 140,502 | 5,183 | — | |||||||||||||||||
4. Stockholder proposal regarding development of a recapitalization plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 3,041,865 | 47,380,855 | 21,442 | 804,957 | |||||||||||||||||
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 CONSOLIDATED, INC. | ||||||||||||||
Date: May 13, 2020 | By: | /s/ E. Beauregarde Fisher III | ||||||||||||
| E. Beauregarde Fisher III Executive Vice President, General Counsel and Secretary | ||||||||||||||