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):
August 15, 2012
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
| Delaware |
0-9286 |
56-0950585 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 16, 2012, Coca-Cola Bottling Co. Consolidated (the “Company”) announced that Henry W. Flint was elected President and Chief Operating Officer of the Company by the Board of Directors on August 15, 2012. Mr. Flint succeeds William B. Elmore, who was elected Vice Chairman of the Board. Both of them will continue to serve as members of the Company’s Board of Directors.
Previously, Mr. Flint, served as the Company’s Vice Chairman of the Board and Secretary, a position he has held since April 2007. Mr. Flint served as Executive Vice President from July 2004, when he joined the Company, to April 2007. He has been a director since 2007.
Mr. Elmore has been the President and Chief Operating Officer of the Company since January 2001. He has served the Company in numerous capacities, including high-level leadership roles, for over twenty-seven years.
In connection with Mr. Flint’s election to his new position, the Compensation Committee of the board of directors approved certain changes to his compensation. Mr. Flint’s base salary was increased from $548,000 to $600,000 effective September 1, 2012. In addition, his 2012 target bonus percentage for the Company’s Annual Bonus Plan was increased from 85% to 100% of his base salary starting September 1, 2012. His annual bonus for 2012 will be prorated based upon the number of days he will have held his current and new positions, respectively, during the year.
The Company also has an Officer Retention Plan (“ORP”) that provides executive officers and certain key employees of the Company with a supplemental retirement benefit that increases each year pursuant to a pre-determined schedule. The amount of the benefit is based on each participant’s position and level of responsibility, performance and job tenure. In connection with his election as President and Chief Operating Officer, Mr. Flint’s annual accrual amount under the ORP will be increased from $370,000 to $500,000 beginning in 2013 and will continue through 2019, the year in which Mr. Flint will attain age 65.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | News release dated August 16, 2012 announcing executive appointments |
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 BOTTLING CO. CONSOLIDATED (REGISTRANT) | ||||||
| Date: August 16, 2012 | BY: | /s/ Umesh M. Kasbekar | ||||
| Umesh M. Kasbekar Senior Vice President, Planning and Administration and Secretary | ||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
| Date of Event Reported: August 15, 2012 |
Commission File No: 0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 99.1 |
News release dated August 16, 2012 announcing executive appointments | |
Exhibit 99.1
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211
News Release
|
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| Media Contact: | Lauren C. Steele | |||
| Senior VP Corporate Affairs | ||||
| 704-557-4551 | ||||
|
Investor Contact: |
James E. Harris | |||
| Senior VP – Shared Services & CFO | ||||
| 704-557-4582 |
| FOR IMMEDIATE RELEASE | Symbol: COKE | |
| August 16, 2012 | Quoted: The NASDAQ Stock Market (Global Select Market) |
Henry W. Flint named President and COO
William B. Elmore named Vice Chairman
Charlotte, NC— Coca-Cola Bottling Co. Consolidated announced today that Henry W. (Hank) Flint was appointed President and Chief Operating Officer by the Board of Directors. The Company also announced that William B. (Bill) Elmore has been appointed Vice Chairman of the Board. Both Mr. Flint and Mr. Elmore will continue to be members of the Board. Mr. Flint will serve on the Executive, Finance and Employee Benefit Committees. Mr. Elmore will serve on and Chair the Employee Benefits Committee.
“We are very fortunate to have two very capable leaders as a part of our leadership team. These changes in roles for Hank and Bill are a result of a planned succession process. Both Hank and Bill will play a critical and active role in leading the Company over the next few years” Coca-Cola Consolidated Chairman and CEO J. Frank Harrison III said.
Mr. Flint joined the Company in 2004 as Executive Vice President and has been a member and Vice Chairman of the Board since April 2007. Prior to joining the Company, Mr. Flint was co-managing partner of the firm of Kennedy Covington Lobdell & Hickman, L.L.P., a firm with which he was associated since 1980. He is a native of Charleston, SC and a graduate of the University of Virginia law and business schools.
Mr. Elmore has been the President and Chief Operating Officer of the Company since January 2001. He has served Coke Consolidated in numerous capacities, including high-level leadership roles, for over twenty-seven years. Mr. Elmore is a graduate of Emory University and Duke University business school.
Charlotte-based Coca-Cola Consolidated is the nation’s largest independent Coca-Cola bottler operating in parts of eleven states primarily in the southeast.
—Enjoy Coca-Cola—