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KO > SEC Filings for KO > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for COCA COLA CO


26-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matte


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2013 Annual Meeting of Shareowners of The Coca-Cola Company (the "Company"), the Company's shareowners approved a proposal to amend the Company's By-Laws to permit a person (or group of persons) beneficially owning at least a twenty-five percent (25%) "net long position" of the Company's outstanding shares of Common Stock to call a special meeting of shareowners. On April 25, 2013, the Board of Directors amended and restated the Company's By-Laws to incorporate the amendment approved at the 2013 Annual Meeting of Shareowners.

Additional details of the amendment to the By-Laws are included in the Company's definitive proxy statement for its 2013 Annual Meeting of Shareowners filed with the Securities and Exchange Commission on March 11, 2013. The foregoing description is qualified in its entirety by the By-Laws of the Company, as amended and restated through April 25, 2013, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareowners of the Company was held on Wednesday, April 24, 2013, in Atlanta, Georgia. The results of the matters submitted to a vote of the shareowners at the meeting were as follows:

(a) Votes regarding the election of the persons named below as Directors for a term expiring in 2014 were as follows:

                                                                         BROKER
                              FOR           AGAINST      ABSTENTIONS    NON-VOTES
Herbert A. Allen         3,084,814,867    37,758,078      6,117,480    627,049,333
Ronald W. Allen          2,105,342,224   1,016,775,905    6,555,016    627,049,333
Howard G. Buffett        3,095,947,160    26,829,986      5,916,077    627,049,333
Richard M. Daley         3,090,971,436    30,433,497      7,268,212    627,049,333
Barry Diller             2,630,497,298    491,840,854     6,355,073    627,049,333
Helene D. Gayle          3,089,636,345    32,845,773      6,190,627    627,049,333
Evan G. Greenberg        3,100,070,087    20,685,347      7,917,711    627,049,333
Alexis M. Herman         2,987,414,507    133,825,856     7,432,382    627,049,333
Muhtar Kent              3,026,053,418    86,498,489     16,121,129    627,049,333
Robert A. Kotick         3,109,370,298    10,952,420      8,350,316    627,049,333
Maria Elena Lagomasino   2,982,924,792    138,030,368     7,717,985    627,049,333
Donald F. McHenry        3,075,418,862    45,370,357      7,883,649    627,049,333
Sam Nunn                 3,075,660,796    46,867,736      6,160,397    627,049,333
James D. Robinson III    2,970,417,117    151,461,578     6,811,618    627,049,333
Peter V. Ueberroth       3,078,972,538    43,592,695      6,125,080    627,049,333
Jacob Wallenberg         2,794,487,367    326,155,413     8,030,365    627,049,333


(b) Votes regarding the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending December 31, 2013 were as follows:

                                           BROKER NON-
     FOR         AGAINST     ABSTENTIONS      VOTES
3,709,143,014   38,074,771    8,523,793        --

(c) Votes regarding the advisory vote to approve executive compensation were as follows:

                                            BROKER NON-
     FOR          AGAINST     ABSTENTIONS      VOTES
2,396,277,796   708,951,774   23,441,612    627,049,333

(d) Votes to approve an amendment to the Company's By-Laws to permit shareowners to call special meetings were as follows:

                                           BROKER NON-
     FOR         AGAINST     ABSTENTIONS      VOTES
3,099,322,626   19,625,272    9,744,502    627,049,333

(e) Votes on a shareowner proposal regarding a board committee on human rights were as follows:

                                            BROKER NON-
    FOR          AGAINST      ABSTENTIONS      VOTES
107,460,952   2,921,409,962   99,822,267    627,049,333



Item 9.01. Financial Statements and Exhibits

(d)                 Exhibits



3.1                By-Laws of the Company, as amended and restated through
April 25, 2013.


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