Coca Cola Co DEF 14A, filed Mar 10, 2023

Coca Cola Co (KO)

DEF 14A 2023-03-10

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Added on June 12, 2026

About this DEF 14A

Coca Cola Co filed this DEF 14A on March 10, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1	Notice of 2023 Annual Meeting of Shareowners	1

2	Letter from Our Chairman and Chief Executive Officer	2

3	Refresh the World. Make a Difference.	4

4	Voting Roadmap	9

5	Governance	10
	Letter from Our Lead Independent Director	10

	ITEM 1 ELECTION OF DIRECTORS

	Board Membership Criteria	15
	Director Nomination Process	16
	Biographical Information About Our Director Nominees	18
	Board and Committee Governance	29
	Shareowner Engagement	39
	Additional Governance Matters	40
	Director Compensation	42
	Director Independence and Related Person Transactions	45

6	Share Ownership	47
	Directors and Executive Officers	47
	Principal Shareowners	49
	Delinquent Section 16(a) Reports	49

7	Compensation	50

	ITEM 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

	Message from the Talent and Compensation Committee	51
	Compensation Discussion and Analysis	53
	Compensation Committee Report	69
	Compensation Committee Interlocks and Insider Participation	69

	Compensation Tables	70
	Payments on Termination or Change in Control	80
	Equity Compensation Plan Information	86
	Pay Ratio Disclosure	86
	Pay Versus Performance Disclosure	87

	ITEM 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION

8	Audit Matters	92

	Report of the Audit Committee	92

	ITEM 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

9	Shareowner Proposals	98
	ITEM 5 SHAREOWNER PROPOSAL REQUESTING AN AUDIT OF THE COMPANY’S IMPACT ON NONWHITE STAKEHOLDERS

	ITEM 6 SHAREOWNER PROPOSAL REQUESTING A GLOBAL TRANSPARENCY REPORT

	ITEM 7 SHAREOWNER PROPOSAL REGARDING POLITICAL EXPENDITURES VALUES ALIGNMENT

	ITEM 8 SHAREOWNER PROPOSAL REQUESTING AN INDEPENDENT BOARD CHAIR POLICY

	ITEM 9 SHAREOWNER PROPOSAL REQUESTING A REPORT ON RISKS FROM STATE POLICIES RESTRICTING REPRODUCTIVE RIGHTS

10	Annexes	116
	ANNEX A — Questions and Answers	116
	ANNEX B — Summary of Plans	124
	ANNEX C — Reconciliations of GAAP and Non-GAAP Financial Measures	127

	Shareowners of Record	Beneficial Owners

ADVANCE VOTING	(shares registered on the books of the Company via Computershare)	(shares held through your bank or brokerage account)

Internet	www.investorvote. com/coca-cola	www.proxyvote.com

Telephone	Call 1-800-652- VOTE or the telephone number on your proxy card	Call 1-800-454-8683 or the telephone number on your voting instruction form

Mail	Sign, date and return your proxy card	Sign, date and return your voting instruction form

COMPANY PROPOSALS		OUR BOARD’S RECOMMENDATION		PAGE
1	Elect as Directors the 13 Director nominees named in the attached Proxy Statement to serve until the 2024 Annual Meeting of Shareowners.		FOR each Director Nominee	12
2	Conduct an advisory vote to approve executive compensation.		FOR	50
3	Conduct an advisory vote on the frequency of future advisory votes to approve executive compensation.		For ONE YEAR	91
4	Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2023 fiscal year.		FOR	95
SHAREOWNER PROPOSALS
5	Vote on a shareowner proposal requesting an audit of the Company’s impact on nonwhite stakeholders.		AGAINST	99
6	Vote on a shareowner proposal requesting a global transparency report.		AGAINST	105
7	Vote on a shareowner proposal regarding political expenditures values alignment.		AGAINST	108
8	Vote on a shareowner proposal requesting an independent Board chair policy.		AGAINST	111
9	Vote on a shareowner proposal requesting a report on risks from state policies restricting reproductive rights.		AGAINST	114


SPARKLING SOFT DRINKS		WATER, SPORTS, COFFEE AND TEA
Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes*, Sprite and Thums Up		Aquarius, Ayataka, BODYARMOR, Ciel, Costa, doğadan, Dasani, FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, Ice Dew, I LOHAS, Powerade and Topo Chico


JUICE, VALUE-ADDED DAIRY AND PLANT-BASED BEVERAGES		EMERGING
AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy and Simply		Fresca Mixed, Jack Daniel’s & Coca-Cola, Lemon-Dou, Schweppes Premium Drinks, Simply Spiked and Topo Chico Hard Seltzer**

*	Schweppes is owned by the Company in certain countries outside the United States.
**	In the United States and Canada, the Company authorizes third parties to use certain Topo Chico Hard Seltzer, Simply Spiked and Fresca Mixed trademarks and related intellectual property in the production, distribution, marketing and sale of Topo Chico Hard Seltzer, Simply Spiked and Fresca Mixed, as applicable.

PORTFOLIO	STRATEGY	STRUCTURE
Investing to capture every consumption occasion	Investing in key enablers to spin our flywheels faster	Investing in our networked organization to support future growth

SYSTEM PARTNERS
~200	~950	~30M	~2.2B
Bottling Partners	Production Facilities	Customer Retail Outlets	Servings a Day

		Leadership, Talent and Development
		Our strategy is anchored in helping all employees grow and thrive within, and beyond, the Coca-Cola system. We are prioritizing development, increasing transparency, and introducing more flexibility and choice to help employees achieve their career aspirations and to build a more agile, productive and empowered workforce. We focus on hiring and developing capable and diverse talent that mirrors the markets we serve, along with investing in inspirational leadership, providing learning opportunities, and building capabilities that equip our global workforce with the skills they need, all of which enhance and improve engagement and retention. We support all employees as leaders to be role models, to set the agenda for themselves and their teams, and to help people develop and grow – creating an environment for everyone to thrive.
		Diversity, Equity and Inclusion
		We believe that a diverse, equitable and inclusive workplace that mirrors the markets we serve is a strategic business priority that is critical to the Company’s success. We take a comprehensive view of diversity and inclusion across different races, ethnicities, tribes, religions, socioeconomic backgrounds, generations, abilities and expressions of gender and sexual identity. We continue to invest our resources into strategies and initiatives that create a more equitable and inclusive environment.
		Human Rights
		Respect for human rights is a fundamental value of our Company. We strive to align our policies and practices with the UN Guiding Principles on Business and Human Rights across our value chain. We aim to meaningfully improve the lives we touch around the world.
		Culture and Engagement
		Each employee, leader and function across our Company contributes to our growth culture, which is grounded in our Company’s purpose. Our leaders are the stewards of culture change. We focus on four key growth behaviors –being curious, empowered, inclusive and agile – and we value how we work as much as what we achieve. Through our behaviors, actions and outcomes, we embody and shape the culture of the Company. We believe our culture enables our Company’s business strategy and shapes employee experiences.
		Business Integrity
		Our Codes of Business Conduct are grounded in our commitment to do the right thing. They serve as the foundation of our approach to ethics and compliance, and our anti-corruption compliance program is focused on conducting business in a fair, ethical and legal manner.

		Water Stewardship		We strive to replenish water back to nature and communities, improve efficiency and treat wastewater to high standards. Our ability to grow our business as well as communities’ capacity to thrive depends on access to clean water resources. We know local water resources are impacted by changing weather patterns and climate change. That is why our 2030 Water Security Strategy seeks to build greater resilience in the watersheds where scarcity impacts our business, supply chain and communities.
		Reducing Added Sugar		We are building a total beverage company, which includes offering more choices with less sugar, reducing packaging sizes and providing clear nutrition information. We are listening to consumers, and we understand that people around the world have an increased interest in managing the foods and beverages they consume. Within our portfolio of brands, we are taking action to reduce added sugar by offering consumers more choices with less added sugar, reducing packaging sizes to enable portion control, and promoting our low- and no-calorie beverages, all while responsibly marketing our products and providing clear nutrition information so our consumers can make informed choices.
		Packaging		Our vision is to make packaging part of a circular economy, thereby keeping it out of landfills and our environment. Our World Without Waste program focuses on creating a circular economy for our packaging materials, which means designing waste out and ensuring that our packages are reused and recycled. By using more recycled content, developing plant-based materials, lightweighting our packages and expanding our refillable business model while increasing collection of empty bottles, we are reducing emissions and delivering against both our climate and waste reduction goals since packaging accounts for approximately 30% of our overall carbon footprint.
		Climate		We look for ways to reduce carbon emissions across the Coca-Cola value chain. We are reducing carbon emissions across our system by interconnecting our sustainability goals across the Coca-Cola system and value chain. After achieving our 2020 “drink in your hand” goal to reduce relative carbon emissions by 25% against a 2010 baseline, we have taken it a step further and set a science-based target to reduce greenhouse gas emissions by 25% across the entire value chain by 2030 as compared to a 2015 baseline.
		Sustainable Agriculture		Our goal is to source our priority ingredients sustainably. The agricultural ingredients we use to produce our beverages require significant water resources, produce greenhouse gases, and involve millions of farmers in their value chains. By working with our suppliers to reduce water use, implement regenerative farm practices that protect land and watersheds and ensuring that our Supplier Guiding Principles are being respected, we are enabling the natural ecosystem to sequester carbon – all while building resilience to temperature changes and enabling economic empowerment for rural communities.
		People & Communities		We aim to improve people’s lives and create a better shared future for our communities and the planet. From ingredient sourcing to packaging recovery to creating local economic opportunities, we strive to create shared value through growth, with an ongoing focus on building inclusion and increasing people’s access to equal opportunities.

1		Election of Directors
The Board of Directors and the Corporate Governance and Sustainability Committee believe that the 13 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners.

	Our Board recommends a vote FOR each Director nominee See page 12 for further information

2		Advisory Vote to Approve Executive Compensation
The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 53 and the Compensation Tables beginning on page 70.

	Our Board recommends a vote FOR this item See page 50 for further information

3		Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
Shareowners are being provided the opportunity to vote on how often they believe we should hold an advisory vote to approve executive compensation in the future. The frequency options are to hold the advisory vote to approve executive compensation each year, every two years or every three years. The Board believes that an annual advisory vote on executive compensation is the most appropriate policy for our shareowners and the Company at this time, which is consistent with current practice.

	Our Board recommends a vote for ONE YEAR See page 91 for further information

4		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

6		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

8		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

4		Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
The Board of Directors and the Audit Committee believe that the retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending December 31, 2023 is in the best interests of the Company and its shareowners. As a matter of good corporate governance, shareowners are being asked to ratify the Audit Committee’s selection of the Independent Auditors.

	Our Board recommends a vote FOR this item See page 95 for further information

	5-9	Shareowner Proposals
	Five proposals were submitted by shareowners: ● Proposal requesting an audit of the Company’s impact on nonwhite stakeholders ● Proposal requesting a global transparency report ● Proposal regarding political expenditures values alignment ● Proposal requesting an independent Board chair policy ● Proposal requesting a report on risks from state policies restricting reproductive rights If a shareowner proponent, or a representative who is qualified under state law, is present and submits a proposal for a vote, then the proposal will be voted on at the 2023 Annual Meeting.

	Our Board recommends a vote AGAINST each of the shareowner proposals See page 98 for further information


		Election of Directors
	1	WHAT AM I VOTING ON? The Board of Directors, upon the recommendation of the Corporate Governance and Sustainability Committee, has nominated the following 13 individuals for election to the Board for a one-year term. If elected, each Director nominee will hold office until the 2024 Annual Meeting of Shareowners and until his or her successor is elected and qualified. • Herb Allen • Marc Bolland • Ana Botín • Christopher C. Davis • Barry Diller • Carolyn Everson • Helene D. Gayle • Alexis M. Herman • Maria Elena Lagomasino • Amity Millhiser • James Quincey • Caroline J. Tsay • David B. Weinberg

		The Board of Directors recommends a vote FOR each nominee

⁽¹⁾	Includes Banco Santander, S.A. and its wholly owned subsidiary, Santander Holdings USA, Inc.

⁽²⁾	Includes investment company directorships in Selected Funds, Davis Funds and Clipper Funds Trust, three fund complexes which are advised by Davis Selected Advisers, L.P. and other entities controlled by Davis Selected Advisers, L.P.

⁽³⁾	If elected, Ms. Millhiser will join the Board on July 1, 2023 after her retirement from her current role, at which time she will join the Audit Committee.

BUILDING THE RIGHT BOARD FOR THE COCA-COLA COMPANY
BUILDING THE RIGHT BOARD FOR THE COCA-COLA COMPANY
Nominee Demographics
The Board strives to maintain an appropriate balance of tenure, diversity and skills on the Board. In 2022, the Board achieved a significant milestone by achieving gender parity.

DIVERSITY	AGE	TENURE


Nominee Attributes and Skills

THE RIGHT ATTRIBUTES TO OVERSEE THE BUSINESS	THE RIGHT SKILLS TO GUIDE OUR BUSINESS STRATEGY AND CONSTRUCTIVELY CHALLENGE MANAGEMENT
All Director nominees exhibit: ● High integrity ● An appreciation of multiple cultures ● A commitment to sustainability and to dealing responsibly with social issues ● Innovative thinking ● A proven record of success ● Knowledge of corporate governance requirements and practices	13 out of 13 High Level of Strategic and Financial Experience	8 out of 13 Marketing Experience	7 out of 13 Innovation/ Technology Experience
	11 out of 13 Broad International Exposure/Emerging Market Experience	8 out of 13 Sustainability Experience	7 out of 13 Governmental or Geopolitical Expertise
	13 out of 13 Risk Oversight/ Management Expertise	5 out of 13 Extensive Knowledge of the Company’s Business and/or Industry	13 out of 13 Relevant Senior Leadership/Chief Executive Officer Experience

	BOARD PRACTICES	SHAREOWNER MATTERS
	BOARD PRACTICES	SHAREOWNER MATTERS

● 12 of 13 Director nominees independent ● Demonstrated commitment to Board refreshment (in past five years, assuming election of all current nominees, five new Directors have joined and six Directors have rolled off the Board) ● Demonstrated commitment to periodic committee refreshment and committee chair succession (since 2019, new chairs have been appointed on four of our committees) ● Robust Director nominee selection process ● Regular Board, committee and Director evaluations ● Annual election of Directors with majority voting standard ● Lead Independent Director elected by the independent Directors, with robust duties and oversight responsibilities ● Independent Audit, Compensation, Governance and Finance Committees ● Regular executive sessions of non-employee Directors ● Strategy and risk oversight by full Board and committees ● Regular review and assessment of committee responsibilities		● Long-standing, active shareowner engagement ● Annual “say-on-pay” advisory vote ● Majority voting with resignation policy for Directors in uncontested elections ● Proxy access right ● Shareowner right to call special meetings OTHER BEST PRACTICES ● Long-standing commitment to sustainability matters ● Board oversight of human capital management, including culture and DEI ● Transparent public policy engagement ● Stock ownership guidelines for executive officers and stock holding requirements for Directors ● Anti-hedging, anti-short sale and anti-pledging policies ● Clawback policy for incentive awards

Core Business Needs and Priorities	Key Qualifications and Experiences
The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies.		High level of strategic and financial experience
		Relevant senior leadership/Chief Executive Officer experience
Marketing and innovation are focus areas of the Company’s business, and the Company seeks to develop and deploy the world’s most effective marketing and innovative products and technology.		Marketing experience

		Innovation/technology experience
The Company’s business is truly global and multicultural, with its products sold in more than 200 countries and territories around the world. The Company’s business requires compliance with a variety of regulatory requirements across a number of countries and the ability to maintain relationships with various governmental entities and nongovernmental organizations.		Broad international exposure/ emerging market experience
		Governmental or geopolitical expertise
The Company’s business is a complicated global enterprise, and most of the Company’s products are manufactured and sold by bottling partners around the world.		Extensive knowledge of the Company’s business and/or industry
The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.		Risk oversight/management expertise
As a foundational step in how we conduct business and develop our corporate strategy, our Company focuses on advancing high-priority sustainability initiatives, including key initiatives around such issues as sustainable packaging; climate; water stewardship; health and nutrition; human rights; and people and communities, including DEI.		Sustainability experience



	Herb Allen INDEPENDENT	Age: 55 Director since: 2021 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Extensive experience supervising business operations, including providing strategic and financial advisory and investment banking services to public and private companies at Allen & Company LLC. Supervises Allen & Company LLC’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations as well as the presentation of its financial statements.
			Relevant Senior Leadership/Chief Executive Officer Experience President of Allen & Company LLC, a privately held investment banking firm, and its affiliate, Allen Investment Management LLC, a privately held investment advisory firm, since 2002.
			Innovation/Technology Experience Extensive entrepreneurial experience overseeing investments by Allen & Company LLC into early-stage companies focusing on technologies, including e-commerce, data analytics, cybersecurity, artificial intelligence, biotechnology and SaaS technologies.
			Broad International Exposure/Emerging Market Experience Considerable international experience as President of Allen & Company LLC working with international clients on mergers and acquisitions, capital markets and other advisory assignments with a focus on European and Latin American clients.
			Risk Oversight/Management Expertise Extensive risk and management experience as President of Allen & Company LLC, including overseeing and assessing the performance of companies and public accountants with respect to matters related to the preparation, audit and evaluation of financial statements.

	Chair		Audit Committee		Talent and Compensation Committee		Corporate Governance and Sustainability Committee
	Member		Finance Committee		Executive Committee



	Marc Bolland INDEPENDENT	Age: 63 Director since: 2015 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Extensive operational, strategic and financial experience as Chief Executive Officer of Marks & Spencer Group p.l.c., Chief Executive Officer of WM Morrison Supermarkets PLC, Chief Operating Officer of Heineken N.V. and Head of European Portfolio Operations of Blackstone Inc., all public companies, including as current Chairman of Blackstone Europe.
			Broad International Exposure/Emerging Market Experience Served as lead non-executive director of the U.K. Department for International Development from 2018-2020; led international expansion of Marks & Spencer Group p.l.c.; and held several international management positions while at Heineken N.V.
			Extensive Knowledge of the Company’s Business and/or Industry Nineteen years in the global beverage industry, with significant operations experience, including service as Chief Operating Officer of Heineken N.V. Ten years of experience in the retail industry, including service as Chief Executive Officer of a supermarket chain in the U.K.
			Risk Oversight/Management Expertise Extensive experience overseeing risk as Chief Executive Officer of Marks & Spencer Group p.l.c. and WM Morrison Supermarkets PLC, as Chief Operating Officer of Heineken N.V. and as a Director of International Consolidated Airlines Group, S.A., which offers international and domestic air passenger and cargo transportation services. Additional risk management experience as head of European Portfolio Operations of Blackstone Inc., one of the world’s leading investment firms, as Chairman of The Blackstone Group International Partners LLP, a subsidiary, which acts as a sub-advisor to Blackstone U.S. affiliates in relation to the investment and re-investment of Europe, Middle East and Africa-based assets of Blackstone funds, and as Chairman of Blackstone Europe.
			Sustainability Experience Chair of Polymateria, a privately owned British company specializing in breakthrough plastic biotransformation technology, since September 2019. Won “World Sustainable Retailer of the Year” three times while CEO of Marks & Spencer Group p.l.c. Founder of the Movement to Work charity, which has provided over 100,000 underprivileged young people with work experience.



	Ana Botín INDEPENDENT	Age: 62 Director since: 2013 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 40 years of experience in investment and commercial banking.
			Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since September 2014 and Chief Executive Officer of Santander UK plc from 2010 to September 2014.
			Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry, since 2015 and Chair since January 2023. Co-founder and Chair of Fundación Empresa y Crecimiento, which finances small and medium-sized companies in Latin America. Founder and President of Fundación Empieza Por Educar, the Spanish member of the global Teach for All network.
			Governmental or Geopolitical Expertise Extensive experience with the regulatory framework applicable to banking institutions throughout the globe. President of the European Banking Federation from 2021 to February 2023. From 2020 to 2022, Vice Chair of the Executive Committee of the World Business Council of Sustainable Development, a CEO-led community of over 200 of the world’s leading sustainable businesses that works closely with a number of non-governmental organizations.
			Risk Oversight/Management Expertise Extensive experience from her work with Banco Santander, S.A., Santander UK plc and Banco Español de Crédito, S.A. in the oversight and management of risk associated with retail and commercial banking activities. Experience with the regulated insurance industry as director of Assicurazioni Generali S.p.A., a global insurance company based in Italy, from 2004 to 2011.



	Christopher C. Davis INDEPENDENT	Age: 57 Director since: 2018 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience More than 30 years of experience in investment management and securities research at Davis Advisors. Also serves as a portfolio manager for the Davis Large Cap Value Portfolios and a member of the research team for other portfolios.
			Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman of Davis Selected Advisers, L.P. (“Selected Advisers”), and as a Director and officer of several mutual funds advised by Selected Advisers, as well as other entities controlled by Selected Advisers.
			Marketing Experience Under the leadership of Mr. Davis, Selected Advisers is widely recognized as a premier investment manager serving individual investors worldwide, identifying investment opportunities both within and outside the United States in developed and developing markets and providing investors access to these investment opportunities.
			Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Davis, Selected Advisers seeks investment growth opportunities and diversification potential that international companies in both developed and developing markets provide.
			Risk Oversight/Management Expertise Extensive experience evaluating strategic investments and transactions and managing risk against the volatility of equity markets during his more than 30-year career at Davis Advisors. Serves on the Audit Committee and as lead independent director of Graham Holdings Company and serves on the Audit Committee of Berkshire Hathaway Inc.



	Barry Diller INDEPENDENT	Age: 81 Director since: 2002 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company.
			Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman and Senior Executive of IAC Inc. Served as Chief Executive Officer of Fox, Inc. from 1984 to 1992, responsible for the creation of Fox Broadcasting Company, and Fox’s motion picture operations. Prior to Fox, served for ten years as Chief Executive Officer of Paramount Pictures Corporation.
			Marketing Experience Serves as Chairman and Senior Executive at IAC Inc., comprised of category-leading businesses including Angi Inc., Dotdash Meredith and Care.com, and at Expedia Group, Inc., which markets a variety of leisure and business travel products.
			Innovation/Technology Experience Extensive experience in the media and Internet sectors, including experience at IAC Inc., with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands.
			Broad International Exposure/Emerging Market Experience Service at IAC Inc., a leading media and Internet company that is home to dozens of popular digital brands and services used by millions of consumers each day, and at online travel company Expedia Group, Inc., and a member of The Business Council.



	Carolyn Everson INDEPENDENT	Age: 51 Director since: 2022 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			Marketing Experience Extensive experience and understanding of marketing and innovation strategies. As President of Instacart, oversaw Instacart’s Retail, Business Development and Advertising businesses. As Vice President of Global Business Solutions at Facebook, Inc. (now known as Meta), led the global marketing solutions team focused on top strategic accounts and global agencies and oversaw media strategy, advertising sales and account management. As Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft, led the advertising business across Bing, MSN, Windows Live, Mobile, Gaming Atlas and the Microsoft Media Network. As Executive Vice President and Chief Operating Officer of MTV Networks, oversaw strategic planning, operations and finance for its U.S. Ad Sales department. Prior to MTV, served in roles of increasing responsibility with respect to business development and advertising at Primedia Inc., Zagat Surveys LLC and Walt Disney Imagineering. Serves as a Board member of The Walt Disney Company. Served as Chairman of the Board of Directors of Effie Worldwide, a nonprofit that champions the practice and practitioners of marketing effectiveness globally. In 2015, named to the top of Business Insider’s list of the Most Powerful Women in Advertising. Former Director of Creative Artists Agency.
			Innovation/Technology Experience Extensive experience in senior operating roles in consumer-facing technology and media companies, including at two of the world’s largest technology companies. As Vice President of Global Business Solutions at Facebook, led the company’s relationships with top marketers and agencies for its family of apps, including Facebook, Instagram, Messenger and WhatsApp and oversaw the Creative Shop, offering creative guidance on mobile marketing. At MTV Networks, oversaw strategic planning and was responsible for its Direct Response businesses and for Generator, a cross-platform, cross-brand strategic sales and marketing group. Served on the Technology Committee of Hertz Global Holdings, Inc., a global vehicle rental business.
			Broad International Exposure/Emerging Market Experience Extensive experience leading at-scale, global consumer technology teams with a focus on growing global partnerships, global agencies and industry-leading business development. As Vice President of Global Business Solutions at Facebook, led a team of over 4,000 people in over 55 countries and was responsible for over $80 billion in revenue. Served as Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft. Member of the Council on Foreign Relations and member of the 2017 Class of Henry Crown Fellows within the Aspen Global Leadership Network at the Aspen Institute. Served as a board member of Hertz Global Holdings, Inc., which, through its subsidiary The Hertz Corporation, operates a global vehicle rental business.
			Risk Oversight/Management Expertise Extensive experience overseeing risk associated with leading the development of business, marketing and innovation strategies as Vice President of Global Business Solutions at Facebook, Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft and Executive Vice President and Chief Operating Officer of MTV Networks.
			Sustainability Experience Served as Chair of We Day, New York, which encourages and supports young people who are creating transformational social change. At Facebook, oversaw the development of an employee program that prioritized overall well-being to improve employee engagement and performance. Member of the Board of Advisors of Columbia University Irving Medical Center since 2022.



	Helene D. Gayle INDEPENDENT	Age: 67 Director since: 2013 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			Relevant Senior Leadership/Chief Executive Officer Experience President of Spelman College. Former Chief Executive Officer of The Chicago Community Trust, former Chief Executive Officer of McKinsey Social Initiative and former President and Chief Executive Officer of CARE USA.
			Broad International Exposure/Emerging Market Experience Implemented the McKinsey Social Initiative’s Generation program. Experience managing international operations at CARE USA. Helped develop global health initiatives in leadership roles at the CDC and the Bill & Melinda Gates Foundation. Director of Organon & Co., a global health care company whose focus is on women’s health as its primary therapy area. Serves on the Board of Trustees of the Center for Strategic and International Studies and the Brookings Institution. Member of the National Academy of Medicine and of the Council on Foreign Relations.
			Governmental or Geopolitical Expertise Extensive leadership experience in the global public health and development fields. Served as Chair of the Obama administration’s Presidential Advisory Council on HIV/AIDS. Member of the U.S. Department of State’s Advisory Committee on International Economic Policy and the Secretary of State’s Advisory Committee on Public-Private Partnerships. Served on the President’s Commission on White House Fellowships. Achieved the rank of Assistant Surgeon General and Rear Admiral in the U.S. Public Health Service. Serves as a Director of New America and ONE.
			Risk Oversight/Management Expertise Extensive risk oversight and management experience with the delivery of emergency relief and long-term international development projects in the global public health field. Former Director of the Federal Reserve Bank of Chicago, which participates in the formulation of monetary policy, one of 12 regional reserve banks across the United States that, together with the Board of Governors in Washington, D.C., serves as the central bank for the United States. Director of Palo Alto Networks, Inc., a global cybersecurity provider. Former Director of GoHealth, Inc., a leading health insurance marketplace and Medicare-focused digital health company.
			Sustainability Experience As CEO of The Chicago Community Trust, led the Trust’s efforts to close the racial and ethnic wealth gap in the Chicago region. Significant experience in public health initiatives and humanitarian efforts from over 20 years of leadership positions at various nonprofit organizations.



	Alexis M. Herman INDEPENDENT	Age: 75 Director since: 2007 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Significant strategic and financial experience as Chief Executive Officer of New Ventures LLC and as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”), an intergovernmental economic organization. Additional financial experience through former service on the Audit Committee of MGM Resorts International, a global hospitality company.
			Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of New Ventures LLC. Former U.S. Secretary of Labor from 1997 to 2001.
			Governmental or Geopolitical Expertise Former U.S. Secretary of Labor. Former White House Assistant to President Clinton and Director of the White House Office of Public Liaison. Served as Director of the Labor Department’s Women’s Bureau under President Jimmy Carter. Former Chief of Staff and former Vice Chair of the Democratic National Committee. Served as a Trustee of the Clinton Bush Haiti Fund and as Chair of the Working Party for the Role of Women in the Economy for the OECD. Serves on the Corporate Social Responsibility Committee for MGM Resorts International.
			Risk Oversight/Management Expertise Significant expertise in management and oversight of labor and human relations risks, including handling the United Parcel Service workers’ strike in 1997 while U.S. Secretary of Labor. Served as Chair of the Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit. Served as Lead Director and was a member of the Finance Committee of Cummins Inc. and served as Chair of the Business Advisory Board at Sodexo, Inc.
			Sustainability Experience Serves as Chair of Toyota’s Diversity Advisory Board. Served as Chair of the Working Party for the Role of Women in the Economy for the OECD. Former U.S. Secretary of Labor.



	Maria Elena Lagomasino INDEPENDENT	Age: 73 Director since: 2008 Committees: Lead Independent Director since: 2019

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Over 39 years of experience in the financial industry and a recognized leader in the wealth management industry. Chief Executive Officer and Managing Partner of WE Family Offices. Former Chief Executive Officer of GenSpring Family Offices, LLC. Founding member of the Institute for the Fiduciary Standard, a nonprofit formed in 2011 to provide research, education and advocacy of the fiduciary standard’s importance to investors receiving investment and financial advice.
			Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of WE Family Offices and served as Chief Executive Officer of GenSpring Family Offices, LLC and JPMorgan Private Bank.
			Broad International Exposure/Emerging Market Experience Significant international experience in GenSpring Family Offices, LLC and JPMorgan Private Bank. During her tenure with The Chase Manhattan Bank, served as Managing Director of the Global Private Banking Group, Vice President of private banking in the Latin America region and head of private banking for the western hemisphere. Over 40 years of experience working with Latin America. Exposure to international issues as a former Board member of the Americas Society and the Cuba Study Group, as a former Trustee of the National Geographic Society and as a member of the Council on Foreign Relations.
			Governmental or Geopolitical Expertise Experience with regulatory framework applicable to banking institutions in Latin America during her tenure with The Chase Manhattan Bank, and as Chief Executive Officer of JPMorgan Private Bank. Exposure to international geopolitical issues in the Americas Society, Cuba Study Group and the Council on Foreign Relations.
			Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies in WE Family Offices, GenSpring Family Offices, LLC and JPMorgan Private Bank.



	Amity Millhiser INDEPENDENT	Age: 59 Director since: Nominee Committees:*

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience She is a certified public accountant. Joined PwC in 1985 in Assurance and was admitted to the partnership in 1995. As a senior leader for over 15 years on many of PwC’s most significant clients across diverse industries, has regularly engaged with members of company management, boards and audit committees on strategic, financial reporting, auditing, and regulatory and governance matters.
			Relevant Senior Leadership/Chief Executive Officer Experience As Vice Chair at PwC since 2015, leads Trust and Consulting practice development and service delivery for clients ranging from high-growth startups to market-leading multinationals, including corporate and financial sponsors. As Chief Clients Officer and member of PwC’s U.S. Leadership Team from 2015-2020, was responsible for markets, sectors and key clients across the U.S. firm. Market Managing Partner of PwC’s Silicon Valley practice from 2011 to 2015.
			Innovation/Technology Experience As Chief Clients Officer, launched cross-functional services including cloud and digital, transformation and cybersecurity/risk. While leading PwC’s Silicon Valley practice, worked with leading technology companies as they innovated, scaled and raised capital, leveraging her technology experience to transform traditional companies and industries. Recognized in National Diversity Council’s Top 50 Most Powerful Women in Technology in 2015 and one of Silicon Valley’s Women of Influence in 2012.
			Broad International Exposure/Emerging Market Experience Served on PwC’s Global Network Strategy Group, which defined PwC’s global strategy for 2020. While based in Switzerland for 17 years, founded PwC’s Switzerland-based Transaction Services Practice, a Center of Excellence for U.S./European cross-border deals, and worked with companies and their advisors on acquisition support, deal structuring, diligence execution, integration, complex carve-outs, divestitures, spin-offs, capital market transactions and IPOs in the technology, pharmaceuticals, consumer and industrial products industries.
			Risk Oversight/Management Expertise Extensive risk oversight and management experience associated with her various leadership roles during more than 35 years of experience at PwC including client risk management, risk/crisis management across U.S. geographies, and reputational, financial and regulatory risk management. Additional risk oversight experience through former service on the Audit Committee of Sacred Heart Schools in Atherton, CA. In 2018, received a Great Place to Work^® For All™ Leadership Award, which recognizes the best leaders at companies that have a winning workplace culture.



	James Quincey CHAIRMAN	Age: 58 Director since: 2017 Committees: Chairman since: 2019

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			High Level of Strategic and Financial Experience Extensive strategic and financial experience acquired through various leadership positions in the Company, managing complex financial transactions, mergers and acquisitions, business strategy and international operations.
			Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of the Company since May 2017. Served as President from August 2015 to December 2018, Chief Operating Officer from August 2015 to April 2017 and President of the Europe Group from January 2013 to August 2015. Chairman of the Board of the Company since April 2019.
			Innovation/Technology Experience As President of the Europe Group, implemented innovative strategies to improve the Company’s execution and brand portfolio. As President of the Northwest Europe and Nordics business unit, oversaw the Company’s acquisition of innocent juice in 2009. During his tenure in Latin America, was instrumental in developing and executing a successful brand, pack, price and channel strategy, which has now been replicated in various forms throughout the Company’s global system, and in creating the Company’s current juice platform in Mexico under the Del Valle trademark through joint ventures with the Company’s bottling partners.
			Broad International Exposure/Emerging Market Experience Over 25 years of Coca-Cola system experience, including extensive experience in international markets, such as Latin America and Europe. Responsibility for all of the Company’s operating units worldwide as President and Chief Operating Officer and, currently, as Chief Executive Officer. Member of the Board of Directors of the U.S.-China Business Council, the Consumer Goods Forum and Pfizer Inc.
			Extensive Knowledge of the Company’s Business and/or Industry Since joining the Company in 1996, has held a multitude of operational roles within the Coca-Cola system, including as Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer.