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): December 3, 2015
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 December 3, 2015, the Board of Directors (the “Board”) of Coca-Cola Bottling Co. Consolidated (the “Company”) elected James R. Helvey, III and Umesh M. Kasbekar to the Company’s Board as directors, effective as of January 1, 2016, with a term expiring at the Company’s 2016 annual meeting of stockholders. Mr. Helvey is a director of CTG, a publicly traded information technology solutions and services company, and is a founding managing partner of Cassia Capital Partners, LLC, an asset management firm. Mr. Kasbekar currently serves as Secretary and Senior Vice President, Planning and Administration of the Company. Concurrent with their election as directors, Mr. Helvey was appointed to the Audit Committee of the Board and Mr. Kasbekar was appointed as Vice Chairman of the Board, each effective as of January 1, 2016. Mr. Kasbekar will also continue to serve as Secretary of the Company.
Mr. Helvey will be entitled to receive compensation for his Board and committee service in accordance with the Company’s standard compensation arrangement for non-employee directors, which is described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2015, as adjusted by the Board from time to time. Mr. Kasbekar will not be entitled to receive compensation for his service on the Board as he will also remain an employee of the Company.
There are no arrangements or understandings between either Mr. Helvey or Mr. Kasbekar and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Helvey or Mr. Kasbekar that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the election of Messrs. Helvey and Kasbekar is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description |
Incorporated By Reference To | ||
| 99.1 | News Release, dated December 3, 2015. | Filed herewith. |
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: December 3, 2015 | By: | /s/ Umesh M. Kasbekar | ||||||
| Umesh M. Kasbekar Secretary and Senior Vice President, Planning and Administration | ||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
| Date of Earliest Event Reported: December 3, 2015 |
Commission File No: 0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
| Exhibit No. |
Description |
Incorporated By Reference To | ||
| 99.1 | News Release, dated December 3, 2015. | Filed herewith. |
Exhibit 99.1
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211
News Release
|
Media Contact: | Lauren C. Steele Senior VP - Corporate Affairs 704-557-4551 | ||||
| Investor Contact: | James E. Harris Senior VP - Shared Services & CFO |
| FOR IMMEDIATE RELEASE | Symbol: COKE | |||
| December 3, 2015 | Quoted: The NASDAQ Global Select Market |
James R. Helvey, III and Umesh M. Kasbekar Named to
Coca-Cola Consolidated’s Board of Directors;
Morgan H. Everett Named Vice President and Executive Officer
CHARLOTTE, NC—Coca-Cola Consolidated today announced that James (Jay) R. Helvey, III and Umesh M. Kasbekar have been appointed to the Company’s Board of Directors. Mr. Kasbekar has also been named as Vice Chairman of the Board and Mr. Helvey has been appointed to serve on the Board’s Audit Committee. The Company also announced that Morgan H. Everett has been named as Vice President and an Executive Officer of the Company. Each of these appointments is effective as of January 1, 2016.
Mr. Helvey is the founding managing partner of Cassia Capital Partners, LLC, an asset management firm with offices in Winston-Salem, NC. Mr. Helvey is recognized as a leader in financial risk management with extensive experience in trading cash, futures, and derivatives instruments and many years’ experience overseeing large investment portfolios.
Mr. Kasbekar has been with the Company for over thirty years and has held various positions in the Company’s accounting, finance, distribution, manufacturing, corporate planning and administrative functions. Prior to being named Vice Chairman, he served as the Company’s Senior Vice President, Planning & Administration. He will continue to serve as Secretary of the Company, a position he has held since August 2012.
“We are very pleased to have individuals with Jay’s and Umesh’s leadership qualities, academic credentials and success in managing businesses join our Board,” said Coca-Cola Consolidated Chairman and CEO J. Frank Harrison, III.
Ms. Everett has been with the Company since 2004 and a Board member since 2011. “Morgan’s promotion to Vice President and appointment as an Executive Officer will continue to prepare her for a senior leadership role in the Company,” said Harrison.
Charlotte-based Coca-Cola Consolidated is the nation’s largest independent Coca-Cola bottler operating primarily in the Southeast.
—Enjoy Coca-Cola—