UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):
February 27, 2008
COCA-COLA BOTTLING CO. CONSOLIDATED
(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
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(Commission File Number)
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(IRS Employer Identification No.) |
of incorporation) |
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4100 Coca-Cola Plaza,
Charlotte, North Carolina 28211 |
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(Address of principal
executive offices) (Zip Code) |
(704) 557-4400
(Registrants 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:
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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)) |
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director. On February 27, 2008, the Board of Directors of Coca-Cola Bottling
Co. Consolidated (the Company) appointed James H. Morgan to the Companys Board of Directors.
Mr. Morgan will serve on the Audit Committee, Finance Committee and Special Committee of the Board
of Directors.
Annual Bonus Plan. On February 27, 2008, the Compensation Committee of the Board of Directors
approved performance criteria and target incentive awards under the Companys Annual Bonus Plan for
fiscal year 2008. For fiscal year 2008, each participant in the Annual Bonus Plan will be eligible
to receive a cash incentive award based on the Companys achievement of specified performance goals
with respect to (1) franchise sales revenue (weighted at 25%), (2) earnings before interest and
taxes (weighted at 50%) and (3) net debt reduction (weighted at 25%).
With respect to each performance measure, the Compensation Committee established (1) a
threshold level of performance under which each participant will be entitled to 50% of the weighted
target incentive award, (2) a target level of performance under which each participant will be
entitled to 100% of the weighted target incentive award and (3) a maximum level of performance
under which each participant will be entitled to a maximum payment of 140% of the weighted target
incentive award. Any awards under the Annual Bonus Plan will be paid in early 2009 based on the
Companys audited financial statements for fiscal year 2008.
Each participant is assigned a target incentive award based on a percentage of base salary.
The Compensation Committee approved the following base salary percentages for the named executive
officers: Mr. Harrison100%, Mr. Elmore100%, Mr. Flint75%, Mr. Westphal60% and Mr.
Harris50%.
Long-Term Performance Plan. On February 27, 2008, the Compensation Committee of the Board of
Directors approved performance criteria and target incentive awards under the Companys Long-Term
Performance Plan. Each participant in the Long-Term Performance Plan will be eligible to receive a
cash incentive award based on the Companys achievement of specified performance goals for fiscal
years 2008 through 2010 with respect to the following performance measures: (1) average revenue
(weighted at 20%), (2) average earnings per share (weighted at 30%), (3) average return on total
assets (weighted at 20%) and (4) average debt/operating cash flow (weighted at 30%).
With respect to each performance measure, the Compensation Committee established (1) a
threshold level of performance under which each participant will be entitled to 50% of the weighted
target incentive award, (2) a target level of performance under which each participant will be
entitled to 100% of the weighted target incentive award and (3) a maximum level of performance
under which each participant will be entitled to a maximum payment of 150% of the weighted target
incentive award. Any awards under the Long-Term Performance Plan will be paid in early 2011 based
on the Companys audited financial statements for fiscal years 2008 through 2010.
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Each participant is assigned a target incentive award based on a percentage of base salary.
The Compensation Committee approved the following base salary percentages for the named executive
officers: Mr. Elmore85%, Mr. Flint60%, Mr. Westphal60% and Mr. Harris50%.
Additional information
about the Companys Annual Bonus Plan and Long-Term Performance Plan is
available in the Companys Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 27, 2007.
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