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 14, 2019
COCA-COLA CONSOLIDATED, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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0-9286 |
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56-0950585 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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4100 Coca-Cola Plaza, Charlotte, NC |
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28211 |
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(Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Common Stock, $1.00 Par Value |
COKE |
The NASDAQ Global Select Market |
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).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for |
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complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Item 5.07.Submission of Matters to a Vote of Security Holders.
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(a) |
On May 14, 2019, Coca‑Cola Consolidated, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). |
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(b) |
At the Annual Meeting, the Company’s stockholders (i) elected all 14 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) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2019; and (iii) voted against a stockholder proposal to develop 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 25, 2019. |
The final voting results for each of the proposals submitted to the Company’s stockholders at the Annual Meeting are as follows:
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1. |
Election of directors: |
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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J. Frank Harrison, III |
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48,781,525 |
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1,743,599 |
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991,511 |
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Sharon A. Decker |
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49,423,407 |
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1,101,717 |
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991,511 |
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Morgan H. Everett |
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49,281,237 |
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1,243,887 |
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991,511 |
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Henry W. Flint |
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49,246,858 |
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1,278,266 |
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991,511 |
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James R. Helvey, III |
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50,455,059 |
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70,065 |
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991,511 |
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William H. Jones |
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50,466,530 |
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58,594 |
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991,511 |
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Umesh M. Kasbekar |
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49,280,788 |
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1,244,336 |
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991,511 |
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David M. Katz |
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48,699,329 |
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1,825,795 |
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991,511 |
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Jennifer K. Mann |
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49,315,253 |
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1,209,871 |
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991,511 |
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James H. Morgan |
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49,409,642 |
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1,115,482 |
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991,511 |
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John W. Murrey, III |
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50,441,150 |
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83,974 |
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991,511 |
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Sue Anne H. Wells |
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49,312,329 |
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1,212,795 |
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991,511 |
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Dennis A. Wicker |
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49,407,074 |
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1,118,050 |
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991,511 |
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Richard T. Williams |
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50,454,823 |
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70,301 |
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991,511 |
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2. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2019: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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51,405,210 |
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98,145 |
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13,280 |
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- |
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3. |
Stockholder proposal to develop a recapitalization plan: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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3,089,935 |
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47,414,007 |
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21,182 |
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991,511 |
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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.
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COCA-COLA CONSOLIDATED, INC. |
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Date: May 15, 2019 |
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By: |
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/s/ E. Beauregarde Fisher III |
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E. Beauregarde Fisher III Executive Vice President, General Counsel and Secretary |