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)
Delaware |
| 0-9286 |
| 56-0950585 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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4100 Coca-Cola Plaza, Charlotte, NC |
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| 28211 |
(Address of Principal Executive Offices) |
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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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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).
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 | ||
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 14, 2019, Coca‑Cola Consolidated, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). |
(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:
| 1. | Election of directors: |
| Nominee |
| 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: |
| 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: |
| 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: |
| /s/ E. Beauregarde Fisher III | ||
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| E. Beauregarde Fisher III Executive Vice President, General Counsel and Secretary |