DEF 14A 1 ko3966431-def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  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

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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


Table of Contents

2022 Proxy Statement
Notice of Annual Meeting
of Shareowners

Tuesday, April 26, 2022
8:30 a.m. Eastern Time


Table of Contents

   THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Table of Contents

7 Compensation             46
ITEM 2 Advisory Vote to Approve
Executive Compensation
Message from the Talent and
Compensation Committee
    47
Compensation Discussion and Analysis 50
Compensation Committee Report 66
Compensation Committee Interlocks and
Insider Participation
66
Compensation Tables 67
Payments on Termination or Change in Control 78
Equity Compensation Plan Information 82
Pay Ratio Disclosure 83
8 Audit Matters 84
Report of the Audit Committee 84
ITEM 3 Ratification of the Appointment of
Ernst & Young LLP as Independent Auditors
9 Shareowner Proposals 90
ITEM 4 Shareowner Proposal Regarding
an External Public Health Impact Disclosure
ITEM 5 Shareowner Proposal Regarding a
Global Transparency Report
ITEM 6 Shareowner Proposal Regarding an
Independent Board Chair Policy
10 Annexes 99
ANNEX A — Questions and Answers 99
ANNEX B — Summary of Plans 107
ANNEX C — Reconciliations of GAAP and
Non-GAAP Financial Measures
110


QUESTIONS AND ANSWERS
Please see Questions and Answers in Annex A beginning on page 99 for important information about the 2022 Annual Meeting of Shareowners, proxy materials, voting, Company documents, communications, and the deadlines to submit shareowner proposals and Director nominees for the 2023 Annual Meeting of Shareowners. Additional questions may be directed to Shareowner Services at (404) 676-2777 or shareownerservices@coca-cola.com.

Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).

This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements expressing general views about future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”) and those described from time to time in our future reports filed with the SEC.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes  

1 Notice of 2022 Annual Meeting of Shareowners

 
   

Meeting Information

            

Voting Methods

Please vote using one of the following advance voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

Shareowners may also vote during the meeting by accessing the virtual meeting according to the instructions in question 2 on page 99.

 

ADVANCE VOTING: SHAREOWNERS OF RECORD
(shares registered on the books of the Company via Computershare)

Internet
www.investorvote.com/coca-cola

Telephone
Call 1-800-652-VOTE or the telephone number on your proxy card

Mail
Sign, date and return your proxy card

 

ADVANCE VOTING: BENEFICIAL OWNERS
(shares held through your bank or brokerage account)

Internet
www.proxyvote.com

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

Mail
Sign, date and return your voting instruction form

Not all beneficial owners may vote at the web address and phone number provided above. If your control number is not recognized, please refer to your voting instruction form for specific voting instructions.

 
  DATE AND TIME
Tuesday, April 26, 2022
8:30 a.m. Eastern Time
RECORD DATE
Holders of record of our Common Stock as of February 25, 2022 are entitled to notice of, and to vote at, the meeting.
  VIRTUAL MEETING LOCATION
The 2022 Annual Meeting of Shareowners will be held exclusively online. Visit https://meetnow. global/KO2022 to attend the meeting.
ANNUAL MEETING WEBSITE
Access links to vote in advance, listen to video messages from certain of our Directors, submit questions in advance of the meeting and learn more about our Company at www.coca-colacompany.com/annual-meeting-of-shareowners.
                 
Items of Business                    Our Board’s
Recommendation
Page          
COMPANY PROPOSALS  
      1 Elect as Directors the 11 Director nominees named in the attached Proxy Statement to serve until the 2023 Annual Meeting of Shareowners. FOR each
Director Nominee
12
2 Conduct an advisory vote to approve executive compensation. FOR 46
3 Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2022 fiscal year. FOR 87
                             
SHAREOWNER PROPOSALS  
4 Vote on a shareowner proposal regarding an external public health impact disclosure. AGAINST 90
5 Vote on a shareowner proposal regarding a global transparency report. AGAINST 94
6 Vote on a shareowner proposal regarding an independent Board Chair policy. AGAINST 97
   

Shareowners will also transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Your vote is important to us. Whether or not you plan to participate in the 2022 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the attached Proxy Statement.

The 2022 Annual Meeting will be held entirely online via live webcast. While you will not be able to attend the meeting at a physical location, we are committed to ensuring that shareowners will be afforded the same rights and opportunities to participate at the virtual meeting as they would at an in-person meeting. As a shareowner, you will be able to attend the meeting online, examine our list of shareowners, vote your shares electronically and submit questions during the meeting. We are continuing with a virtual format for our 2022 Annual Meeting by leveraging the latest technology to provide expanded access, which allows shareowners to participate from any location around the world, at no cost to them.

To attend the 2022 Annual Meeting, visit https://meetnow.global/KO2022. For more information on how to participate in the 2022 Annual Meeting, please see Annex A of the attached Proxy Statement beginning on page 99.

We are making the Proxy Statement and the form of proxy first available on or about March 11, 2022.

March 11, 2022
By Order of the Board of Directors


JENNIFER D. MANNING
Associate General Counsel and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON APRIL 26, 2022:

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.edocumentview.com/coca-cola.

     
                   


Table of Contents

2 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

2 Letter from Our Chairman
and Chief Executive Officer






























“Today, our organization is poised for continued growth in 2022 and beyond.”

 

TO MY FELLOW SHAREOWNERS:

On behalf of the Board of Directors and the people of The Coca-Cola Company, thank you for your investment.

         

As a Company and a system, we navigated complex challenges in 2021. We made critical decisions about streamlining our brand portfolio. We changed the way we work as an organization. We tailored our investments to target the most promising products and priorities.

Together, we emerged stronger and returned to growth.

Today, our organization is poised for continued growth in 2022 and beyond. Many of you have invested in The Coca-Cola Company for years or even decades. You believe in the long-term growth potential of our Company. So do I, more than ever.

Our growth story

To start, I’ll reiterate our business priorities. They are not new. While conditions change from month to month and year to year, our enduring strategies remain the same. Our vision was, and is, to achieve top-quartile growth and pursue our total beverage company ambition.

We’re continually shaping and reshaping our portfolio of brands, with a relentless focus on the changing needs of consumers. Some brands are global, like our namesake Coca-Cola, while others are strong regional and local brands.

We focus on having a portfolio of great-tasting drinks with the most substantial potential to attract more consumers. During the pandemic, we evaluated our entire portfolio. Today, we continue to trim, focusing on about 200 master brands.

In some cases, we make strategic acquisitions. We acquired the remaining 85% ownership interest in BODYARMOR in 2021, giving us a line of sports performance and hydration beverages with significant potential for long-term growth.

At the same time, we increased our internal innovation efforts, from core sparkling beverages to new entries in flavored alcohol beverages. We balance big bets with intelligent experimentation.

It is challenging to launch new products that endure; our focus is on increasing our success rate and becoming even better at innovation. We learn from failures and work to scale our successes. In 2021, we strongly improved gross profit per launch. We also expanded some of our strongest brands to more markets, such as Coke® with Coffee, fairlife®, AHA® and Topo Chico® Hard Seltzer.

Building brands and developing markets

Innovation and great marketing go hand in hand. We’re known for world-class marketing that keeps consumers at the center. In 2021, we designed a new, integrated agency model as part of an agenda to modernize marketing and innovation as key drivers of profitable growth. We selected a global marketing network partner for all of our brands, which is unprecedented in scale for our industry. These actions will make us both more effective and efficient as marketers.

We also provide outstanding service to the countless businesses that sell our products. Our backbone is a global system of strong partnerships with approximately 225 bottlers around the world. They are the connection to our customers and consumers.

As a Company, we focus on what we do best – building brands and growing markets for those brands, together with our bottling partners.



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 3

In 2021, we worked together to build a networked global organization, combining the power of scale with the deep knowledge and cross-functional collaboration required to win locally.

We emphasized the importance of an agile, collaborative and networked environment. We embraced a culture of improvement, recognizing that the first answer may not be the final answer. We continued to foster a growth mindset, which helps enable our people to drive sustainable, long-term results.

Business with purpose

Our purpose guides us as a Company: to refresh the world and make a difference. Our growth strategies focus on how we refresh the world with our products. I’ll conclude by talking about how we make a difference.

Our work in ESG – environmental, social and governance – is integrated into our strategies. We are committed to making a difference through our interconnected and evolving ESG goals.

I’ll start with diversity, equity and inclusion. We’ve refreshed the Company’s global diversity, equity and inclusion strategy to reflect the need for greater global reach, broader impact and a focus on equity and economic empowerment. We aspire for our workforce to mirror the markets we serve. We celebrate uniqueness and strive to create an inclusive environment.

In 2021, we set a 2030 aspiration to mirror U.S. census data for race and ethnicity at all job levels of our Company in the United States. We also recommitted to our aspiration to be 50% led by women, with a target of 2030.

In 2021, we celebrated surpassing our women’s economic empowerment goal, reaching more than 6 million women through partnerships with NGOs, governments and communities – partnerships that help build local women-owned businesses and community resilience.

Connected priorities

The past 50 years have brought needed and increased awareness of global ecological and climate challenges. In particular, the previous five years have reminded us that collective

action and investment by businesses, governments and civil society are required to address the global environmental agenda.

We’ve been intentional about lowering our environmental impact for years. We can, and will, do more to contribute to restorative and regenerative practices, like focusing on water replenishment activities in places with the greatest needs.

Combating the climate crisis requires a global effort, so we worked with experts to set science-based targets. We made solid progress to decarbonize our system through our “drink in your hand” goal, which we’ve achieved.

We’ve increased our ambitions through our 2030 greenhouse gas emissions target to reduce absolute emissions by 25%. Our long-term ambition is to be net zero carbon by 2050.

A World Without Waste, where materials are recycled and reused as part of a circular economy, is a world with dramatically lower carbon emissions and climate impacts, which is why our packaging and climate strategies are intertwined. Our World Without Waste program expanded in 2021 to include a virgin plastic reduction goal. We also announced new or expanded partnerships with innovators and NGOs like our PlantBottle partners, World Wildlife Fund and The Ocean Cleanup.

Looking ahead

In closing, I want to recognize the people of our Company and system. Together, we emerged stronger in 2021. Our networked way of working drove strong results.

I am optimistic about our future and what we can accomplish together in 2022. Thank you for your support and investment in this next stage in our journey.


JAMES QUINCEY
Chairman and Chief Executive Officer
The Coca-Cola Company

“As a Company, we focus on what we do best — building brands and growing markets for those brands, together with our bottling partners.”







Table of Contents

4 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

3  

Refresh the World. Make a Difference.


Our Company

The Coca-Cola Company (the “Company”) is a total beverage company with products sold in more than 200 countries and territories. Our Company’s purpose is to refresh the world and make a difference. Our brands include:

SPARKLING
SOFT DRINKS

Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes*, Sprite and Thums Up

HYDRATION, SPORTS,
COFFEE AND TEA

Aquarius, Ayataka, BODYARMOR, Ciel, Costa, doğadan, Dasani, FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, Ice Dew, I LOHAS, Powerade and Topo Chico

NUTRITION, JUICE,
DAIRY AND PLANT-
BASED BEVERAGES

AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy and Simply

*

Schweppes is owned by the Company in certain countries outside the United States.


THE COCA-COLA SYSTEM

We are a networked global organization designed to combine the power of scale with the deep knowledge required to win locally. We are able to create global reach with local focus because of the strength of the Coca-Cola system, which comprises our Company and our approximately 225 bottling partners worldwide.

OUR GLOBAL REACH

Beverage products bearing our trademarks, sold in the United States since 1886, are now sold in more than 200 countries and territories.

We make our branded beverage products available to consumers throughout the world through our network of independent bottling partners, distributors, wholesalers and retailers as well as our consolidated bottling and distribution operations.
Consumers enjoy finished beverage products bearing trademarks owned by or licensed to us at a rate of 2.1 billion servings a day.

   

LEARN MORE ABOUT
OUR COMPANY

   
   

You can learn more about the Company by visiting our website, www.coca-colacompany.com.

We also encourage you to read our latest Form 10-K, available at www.coca-colacompany.com/ annual-meeting-of-shareowners.

The Company’s principal executive offices are located at One Coca-Cola Plaza, Atlanta, Georgia 30313.



Guided by Our Purpose Rooted in Our Strategy Key Objectives


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 5

2021 Financial Highlights

         
REVENUE GROWTH OPERATING INCOME
GROWTH
EARNINGS PER SHARE CASH FLOW TOTAL
DIVIDENDS
PAID

17%

16%

15%

12%

$2.25

$2.32

$12.6

$11.3

$7.3

Reported Net Operating Revenues vs. 2020

Organic Revenues vs. 2020 (Non-GAAP)

Reported Operating Income vs. 2020

Comparable Currency Neutral Operating Income vs. 2020 (Non-GAAP)

Reported EPS

Comparable EPS (Non-GAAP)

BILLION
Cash Flow from Operations

BILLION
Free Cash Flow (Non-GAAP)

BILLION

Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of changes in foreign currency exchange rates. Comparable currency neutral operating income is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability and the impact of changes in foreign currency exchange rates. Comparable EPS is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and equipment. See Annex C on page 110 for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles in the United States (“GAAP”).


2021 Business Highlights

Throughout 2021, we faced an operating environment that remained dynamic, due to the ongoing COVID-19 pandemic. Our unparalleled system strength and strategic transformation enabled us to be agile and adaptable, and we emerged stronger – delivering strong results in key metrics that surpassed our 2019 pre-pandemic results. We remained focused on building a stronger total beverage company. Important highlights from the year include:

 

PORTFOLIO

Delivered 8% unit case volume growth for the year, resulting in volume ahead of pre-pandemic results in 2019, driven by strong performance across developed, developing and emerging markets.
Acquired the remaining 85% ownership interest in BODYARMOR, a line of sports performance and hydration beverages that has significant potential for long-term growth.
Grew gross profit per launch by approximately 25%, through our robust, consumer-centric innovation pipeline.
Scaled local “intelligent experiments” across geographies. Examples include sustainable packaging, such as refillables and label-less bottles, along with brands, including Coke® with Coffee, fairlife®, AHA®, CostaTM ready-to-drink, Lemon DouTM and Topo Chico® Hard Seltzer.
Continued to streamline our portfolio, completing approximately 50% of brand transitions and eliminations toward our goal of having approximately 200 master brands.


STRATEGY

As part of the Company’s agenda to transform and modernize marketing and innovation as key drivers of profitable growth, the Company launched a new, integrated agency model, naming WPP as the Company’s global marketing network partner.
Completed the rewiring of our networked organization, to better connect functions and operating units to help our system scale ideas faster, with approximately 5,000 employees in new roles.
Finalized plans to further link ESG goals to annual and long-term incentive compensation programs, with a focus on environmental sustainability and diversity, equity and inclusion.
Announced a new, global goal to reach 25% reusable packaging by 2030 to complement and support the Company’s World Without Waste goals.


EXECUTION

Grew basket incidence, a key metric of consumer purchase frequency for our beverages, by 3.5% versus 2019 levels (includes 30 of the top 40 markets; excludes dairy and plant-based beverages).
Delivered low to mid single-digit growth in outlets, shelf space and cooler placement, leading to revenue growing faster than transactions, with both growing at a faster rate than volume.
Drove strong customer value with the Coca-Cola system’s top 20 customers, growing system revenue by high single digits in 2021.
Gained value share in total nonalcoholic ready-to-drink (“NARTD”) beverages, which included share gains in both at-home and away-from-home channels. Value share in total NARTD beverages, as well as in both at-home and away-from-home channels, was ahead of 2019 levels.
Continued to partner with bottlers to leverage the power of the system’s physical footprint online, creating enhanced value for customers across the globe through a best-in-class eB2B platform.


Table of Contents

6 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Human Capital

Our people and culture agendas are critical business priorities, and we strive to be a global employer of choice that attracts and retains high-performing talent with the passion, skills and mindsets to drive us on our journey to refresh the world and make a difference. We are committed to building an equitable and inclusive culture that inspires and supports the growth of our employees, serves our communities and shapes a more sustainable business.

OUR HUMAN CAPITAL PILLARS

Leadership, Talent and Development

Our strategy is anchored in promoting the right internal talent and hiring the right external talent for career opportunities across our networked organization to create an employee experience that is locally relevant and individually rewarding. We focus on hiring and developing talent that mirrors the markets we serve, along with investing in inspirational leadership, learning opportunities and capabilities that equip our global workforce with the skills they need while improving engagement and retention. We expect our leaders to be role models and lead in a way that enables our organization to achieve success and win in the future.

Diversity, Equity and Inclusion

We believe that a diverse, equitable and inclusive workplace which 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 are continuing to put our resources and energy into strategies and initiatives to create a more equitable environment.

Human Rights

Respect for human rights is a fundamental value of our Company. We strive to respect and promote human rights in accordance with the United Nations Guiding Principles on Business and Human Rights in our relationships with our employees, suppliers and independent bottlers. Our aim is to make continuous and meaningful improvements in the way we do business 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. 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. 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.


     

2021 NOTABLE
ACCOLADES

     
     

Ranked in Top 25 on FORTUNE’s annual ranking of the World’s Most Admired Companies

Included in the Bloomberg 2021 Gender-Equality Index as a company committed to supporting gender equality through policy development, representation and transparency

Earned a 100% score on the Human Rights Campaign’s Corporate Equality Index for the 15th consecutive year

Recognized by Disability Equality Index as one of the Best Places to Work for Disability Inclusion

Listed in LATINA Style’s 2021 Top 50 Best Companies for Latinas to Work in the U.S.



Our people and culture agendas are key priorities of the Board of Directors (the “Board”). Through the Talent and Compensation Committee, the Board provides oversight of the Company’s policies and strategies relating to talent, leadership and culture, including diversity, equity and inclusion (“DEI”). See page 27 for information regarding the Board’s oversight of Human Capital.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 7

GLOBAL DIVERSITY, EQUITY AND INCLUSION STRATEGY

We believe that a diverse, equitable and inclusive workplace that mirrors the markets we serve is a strategic business priority and critical to the Company’s success. We continue to advance our DEI initiatives inside our Company as well as in the communities we call home. We have developed our DEI plans with permanence in mind, while being open to evolve our plans as we continue to progress toward our aspirations.

In 2021, we refreshed the Company’s global DEI strategy to reflect the need for greater global reach, broader impact, a focus on equity, and the incorporation of social justice and economic empowerment initiatives into our global efforts.

Our DEI strategy comprises three long-term ambitions: (i) we aspire for our diverse workforce to mirror the markets we serve; (ii) we strive for equity for all people; and (iii) we celebrate uniqueness and create an inclusive environment. Our 2021 highlights in furtherance of these ambitions are presented below:


Table of Contents

8 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Sustainability

As a crucial part of our broader environmental, social and governance (“ESG”) goals, sustainability is embedded in how we operate as a business. Our sustainability strategies enable the Company to proactively respond to consumer preferences and address emerging challenges, building greater resilience in our business to withstand future changes. In everything we do, we aim to create a more sustainable business and better shared future that make a difference in people’s lives, the communities we serve and the planet. We recognize that the sustainability of our business is directly linked to the sustainability of the ecosystems in which we operate, and that is why our approach is guided by our purpose: to refresh the world and make a difference.

Our sustainability priorities cover the following areas: water stewardship; reducing added sugar; packaging circularity; climate action; sustainable agriculture; and people and communities. Through internal and external stakeholder engagement, we have identified the highest-priority issues for the Company, allowing us to grow our business while mitigating risk. Working collaboratively with our bottling partners and stakeholders at every stage of our value chain, we look to integrate ESG considerations into our daily actions.

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.

 
Sugar Reduction

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 food and beverages they consume. Within our portfolio of brands, we are taking action to reduce added sugar by offering consumers more choices with less sugar, reducing packaging sizes to enable portion control, and promoting our low- and no-calorie beverages, all while providing clear nutrition information so our consumers can make informed choices.

 
World Without Waste

Our vision is to make packaging part of a circular economy, thereby keeping it out of our environment. Our World Without Waste program focuses on creating a circular economy for our packaging materials, which account for approximately 30% of the Coca-Cola system’s overall carbon footprint. By using more recycled content, developing plant-based materials, light-weighting our packages and expanding our refillable business model while increasing collection of empty bottles, we are delivering against both our climate and waste reduction goals.

 
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 ESG 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. We support a vision to be net zero carbon by 2050, and our science-based target is a critical milestone that supports this longer-term ambition.

 
Sustainable Agriculture

Our goal is to source our priority ingredients sustainably. The agricultural ingredients we use to produce our beverages require significant water resources and produce greenhouse gases. By working with our suppliers to reduce water use and implement regenerative farm practices that protect land and watersheds, we are enabling the natural ecosystem to sequester carbon while building resilience to temperature changes.

 
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.

To learn more about the Company’s sustainability efforts, including our comprehensive ESG goals, please view our Business & ESG Report on the Company’s website, by visiting www.coca-colacompany.com/sustainable-business.

       

The Board, through the ESG and Public Policy Committee, oversees the Company’s ESG strategies and initiatives, including the Company’s short- and long-term goals. See page 27 for information regarding the Board’s oversight of ESG matters, including sustainability.



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 9

4 Voting Roadmap

                               

ITEM
1

     

Election of Directors

The Board of Directors and the Committee on Directors and Corporate Governance believe that the 11 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


                               

ITEM
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 50 and the Compensation Tables beginning on page 67.

Our Board recommends a vote FOR this item

See page 46 for further information


                               

ITEM
3

     

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, 2022 is in the best interest 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 87 for further information


                               

ITEMS
4-6

     

Shareowner Proposals

Three proposals were submitted by shareowners.

Proposal regarding an external public health impact disclosure
Proposal regarding a global transparency report
Proposal regarding an independent Board Chair policy

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 2022 Annual Meeting.

Our Board recommends a vote AGAINST each of the shareowner proposals

See page 90 for further information



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10 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

5 Governance





























“Our Board understands that strong, independent Board leadership goes hand-in-hand with building long-term shareowner value.”

 

Letter from Our Lead Independent Director

MY FELLOW SHAREOWNERS:

I am honored to serve as your Lead Independent Director and am grateful for the trust you have placed in me.

         

The role of Lead Independent Director is critical to a well-functioning Board. Our Board understands that strong, independent Board leadership goes hand-in-hand with building long-term shareowner value. The Board has been thoughtful in structuring the Lead Independent Director’s role with robust and clearly defined responsibilities. Importantly, we have been informed by what we have heard from shareowners.

The Lead Independent Director plays a key role in helping guide the Board as it exercises its core duties in overseeing the Company’s business strategy and risks. This role also provides the key point of contact at the Board level for shareowners. Other duties include leading the performance evaluation of the Chairman and CEO; leading the annual Board evaluation process; presiding at executive sessions and at each meeting where the Chairman and CEO is not present; approving all Board agendas and information sent to the Board and playing a key role in Board and management succession. A full listing of the responsibilities is on page 29 of this Proxy Statement.

Our Board is intently focused on actively engaging with James Quincey in a partnership to ensure the Company is strategically positioned to grow successfully and sustainably, always maintaining a focus on doing business the right way. We have great confidence in James and our capable management team.

Today, I believe we are a diverse, well-functioning Board composed of capable Directors with the right mix of skills. I am intent on ensuring the Board remains comprised of Directors equipped to oversee the success of the business. We have a good foundation of Board refreshment that helps ensure Board composition remains aligned with the evolving needs of the business.

Through a robust Director selection process and regular Board, Committee and Director evaluations, we strive to maintain an appropriate balance of tenure, diversity and skills. We value fresh perspectives, and we also value that, over time, Directors develop a deeper understanding of the Company and its business and an ability to work effectively as a group. Board refreshment is a journey, not a destination, and we will continue to field the best Board possible.

I am particularly proud that in the past seven years, six new Directors have joined the Board. If the shareowners elect the nominees listed in this Proxy Statement, the average tenure for our Directors will stand at 8.4 years, and our Board’s gender diversity will be 45%. Our Board is now the most gender-diverse it has ever been, with a strong reservoir of experience.

Our Board believes that culture, talent and sustainability have strategic significance in our long-term success. This Proxy Statement outlines the most current



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 11

step we have taken in this regard: to tie executive compensation more effectively to our sustainability and diversity, equity and inclusion goals, which is another Board action that is informed by shareowner input.

Our Board understands that shareowners expect to have line of sight into decisions made in the boardroom. We agree that they should. I believe our robust, year-round shareowner engagement efforts have built valuable relationships and trust over time with our shareowners. We are committed to our shareowner engagement programs and investor communication efforts, and we value the opportunity to strengthen further our engagement with shareowners.

Finally, we recognize that Board leadership structure is an important issue for many

shareowners. Every year, the Lead Independent Director leads an executive session of non-management Directors to consider whether the position of Chair should be held by the CEO or be separated. Today, we believe the Company’s Board leadership structure with a combined Chair and CEO, balanced by a strong Lead Independent Director, will deliver the best results for our business and our shareowners.

Thank you for your support, your interest and your investment in The Coca-Cola Company.


MARIA ELENA LAGOMASINO,
Lead Independent Director

“We are committed to our shareowner engagement programs and investor communication efforts, and we value the opportunity to strengthen further our engagement with shareowners.”




Table of Contents

12 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

ITEM

1       Election of
Directors
The Board of Directors recommends a vote FOR each nominee
                        

What am I
voting on?

The Board of Directors, upon the recommendation of the Committee on Directors and Corporate Governance, has nominated the following 11 Directors for election to the Board for a one-year term. If elected, each Director nominee will hold office until the 2023 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
Helene D. Gayle
Alexis M. Herman
Maria Elena Lagomasino
James Quincey
Caroline J. Tsay
David B. Weinberg

The Board currently has 12 members. Robert A. Kotick is not standing for reelection and will retire from the Board immediately following the 2022 Annual Meeting of Shareowners, at which time the size of the Board will be reduced to 11 members.

All nominees are independent under the New York Stock Exchange (the “NYSE”) corporate governance rules, except for James Quincey (see Director Independence and Related Person Transactions beginning on page 40).

We have no reason to believe that any of the nominees will be unable or unwilling to serve, if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 13

Our 2022 Director Nominees


(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.



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14 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Snapshot of 2022 Director Nominees

BUILDING THE RIGHT BOARD FOR
THE COCA-COLA COMPANY

Nominee Demographics

AVERAGE
AGE

63.5
years
AVERAGE
TENURE
8.4
years
DIVERSITY
45%
women
 

Nominee Attributes and Skills

THE RIGHT ATTRIBUTES TO OVERSEE THE BUSINESS

All Director nominees exhibit:

High integrity
An appreciation of multiple cultures
A commitment to sustainability and social issues
Innovative thinking
A proven record of success
Knowledge of corporate governance requirements and practices

THE RIGHT SKILLS TO CONSTRUCTIVELY CHALLENGE
MANAGEMENT AND GUIDE OUR BUSINESS STRATEGY

    11 out of 11           4 out of 11
High Level of Financial
Experience
Extensive Knowledge of the
Company’s Business and/or
Industry
 

9 out of 11 5 out of 11
Broad International Exposure/
Emerging Market Experience
Innovation/Technology
Experience
 
11 out of 11 7 out of 11
Risk Oversight/Management
Expertise
Governmental or Geopolitical
Expertise
 
6 out of 11 11 out of 11
Marketing Experience Relevant Senior Leadership/
Chief Executive Officer
Experience
 

7 out of 11
ESG Experience
Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of shareowners, strengthens Board and management accountability, and helps build public trust in the Company. Our governance framework includes the following highlights:

   BOARD PRACTICES   
     
10 of 11 Director nominees independent
Demonstrated commitment to Board refreshment (since 2015, six new Directors have joined and nine Directors have rolled off)
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
Independent Audit, Compensation and Governance Committees
Regular executive sessions of non-employee Directors
Strategy and risk oversight by full Board and committees

   SHAREOWNER MATTERS   
     
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 and other ESG matters
Board oversight of human capital management and culture, including DEI
Transparent public policy engagement
Stock ownership guidelines for executives and stock holding requirements for Directors
Anti-hedging, anti-short sale and anti-pledging policies
Clawback policy for incentive awards



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 15

Board Membership Criteria

The Board and the Committee on Directors and Corporate Governance believe that there are general qualifications that all Directors must exhibit and other key qualifications and experiences that should be represented on the Board as a whole but not necessarily by each individual Director.

QUALIFICATIONS REQUIRED OF ALL DIRECTORS

The Board and the Committee on Directors and Corporate Governance require that each Director be a recognized person of high integrity with a proven record of success in his or her field and be able to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures, and a commitment to sustainability and to dealing responsibly with social issues. In addition, potential Director candidates are interviewed to assess intangible qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

KEY QUALIFICATIONS AND EXPERIENCES TO BE REPRESENTED ON THE BOARD

The Board has identified key qualifications and experiences that are important to be represented on the Board as a whole, in light of the Company’s business strategy and expected future business needs. The table below summarizes how these key qualifications and experiences are linked to our Company’s business.

Business Characteristics 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 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. Broad international exposure/ emerging market experience
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. 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
The Company’s large size and global scope present both opportunities and challenges to advancing our sustainability initiatives in the communities where we operate. ESG experience

CONSIDERATION OF DIVERSITY

The Board does not have a specific diversity policy but fully appreciates the value of Board diversity. Diversity is important because having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process and enhances overall culture in the boardroom.

In evaluating candidates for Board membership, the Board and the Committee on Directors and Corporate Governance consider many factors based on the specific needs of the business and what is in the best interests of the Company’s shareowners. This includes diversity of professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Committee on Directors and Corporate Governance focus on how the experiences and skill sets of each Director nominee complement those of fellow Director nominees to create a balanced Board with diverse viewpoints and deep expertise.


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16 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Director Nomination Process

The Committee on Directors and Corporate Governance is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. The Committee on Directors and Corporate Governance considers a wide range of factors when assessing potential Director nominees. This assessment includes a review of the potential nominee’s judgment, experiences, independence, understanding of the Company’s business or other related industries, and such other factors as the Committee concludes are pertinent in light of the current needs of the Board. A potential nominee’s qualifications are considered to determine whether they meet the qualifications required of all Directors and the key qualifications and experiences to be represented on the Board, as described above. Further, the Committee on Directors and Corporate Governance assesses how each potential nominee would impact the skills and experiences represented on the Board as a whole in the context of the Board’s overall composition and the Company’s current and future needs.

BOARD COMPOSITION AND REFRESHMENT

When recommending to the Board the slate of Director nominees for election at the Annual Meeting of Shareowners, the Committee on Directors and Corporate Governance strives to maintain an appropriate balance of tenure, diversity and skills on the Board.

The Board believes that refreshment, including periodic committee rotation, is important to help ensure that Board composition is aligned with the needs of the Company and the Board as our business evolves over time, and that fresh viewpoints and perspectives are regularly considered. The Board also believes that over time Directors develop an understanding of the Company and an ability to work effectively as a group. Because this provides significant value, a degree of continuity year-over-year is beneficial to shareowners and generally should be expected.

Directors are elected each year, at the Annual Meeting of Shareowners, to hold office until the next Annual Meeting of Shareowners and until their successors are elected and qualified. Because term limits could cause the loss of experience or expertise important to the optimal operation of the Board, there are no absolute limits on the length of time that a Director may serve, but the Committee on Directors and Corporate Governance and the Board consider the tenure of Directors as one of several factors in nomination decisions. In addition, the Committee on Directors and Corporate Governance evaluates the qualifications and performance of each incumbent Director before recommending the nomination of that Director for an additional term. Furthermore, pursuant to our Corporate Governance Guidelines, Directors whose job responsibilities change or who reach the age of 74 are asked to submit a letter of resignation to the Board. These letters are considered by the Board and, if applicable, annually thereafter. The Committee on Directors and Corporate Governance has reviewed the Director nominees who were 74 years of age or older and determined to recommend them for reelection based on their skills, qualifications and experiences.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 17

SHAREOWNER-RECOMMENDED DIRECTOR CANDIDATES

Shareowners who would like the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing by mail to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by email to asktheboard@coca-cola.com. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.

SHAREOWNER-NOMINATED DIRECTOR CANDIDATES

We have a “Proxy Access for Director Nominations” by-law. The proxy access by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials Director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in Article I, Section 12 of our By-Laws. See question 30 on page 106 for more information.

MAJORITY VOTING STANDARD

Our By-Laws provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director does not receive a majority vote, he or she has agreed that he or she would submit a letter of resignation to the Board. The Committee on Directors and Corporate Governance would make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance, which would include consideration of the vote and any relevant input from shareowners. The Board would publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation would not participate in the decisions of the Committee on Directors and Corporate Governance or the Board that concern the resignation.


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18 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Biographical Information About Our Director Nominees

Included in each Director nominee’s biography that follows is a description of five key qualifications and experiences of such nominee. Many of our Director nominees have more than five qualifications, and the aggregate number for all Director nominees is reflected on page 14. The Board and the Committee on Directors and Corporate Governance believe that the combination of the various qualifications and experiences of the Director nominees would contribute to an effective and well-functioning Board and that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

Allen & Company LLC, private investment banking firm focused on media, entertainment, technology and other innovative industries Since 2002 President 1993-2002 Executive Vice President and Managing Director of Allen & Company Incorporated, the predecessor to the investment banking business of Allen & Company LLC Current Public Company Boards: Since 2002 Grupo Televisa, S.A.B. (Alternate) Previous Public Company Boards (Past Five Years): 2000-2022 Coca-Cola FEMSA, S.A.B. de C.V. (Alternate)
Herb Allen CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 54
Director since: 2021

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Extensive experience supervising business operations, including 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      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 19




The Blackstone Group Inc., one of the world’s leading investment firms Since January 2022 Chairman, Blackstone Europe Since 2019 Chairman of The Blackstone Group International Partners LLP September 2016 to Head of European Portfolio Operations January 2022 Marks & Spencer Group p.l.c., an international, multi-channel retailer based in the U.K. May 2010 to April 2016 Chief Executive Officer and Director WM Morrison Supermarkets PLC, a leading supermarket chain in the U.K. September 2006 Chief Executive Officer and Director to April 2010 Heineken N.V., one of the world’s largest brewers 2005 to 2006 Chief Operating Officer 2001 to 2006 Executive board member 1999 to 2001 Managing Director of subsidiary Heineken Export Group Worldwide 1995 to 1998 Managing Director of subsidiary Heineken Slovensko 1987 Started his career at Heineken N.V. in the Netherlands Current Public Company Boards: Since 2016 Exor N.V. Previous Public Company Boards (Past Five Years): 2016-2020 International Consolidated Airlines Group, S.A.

Marc Bolland

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 62
Director since: 2015

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Extensive operational 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 The Blackstone Group Inc., all public companies.

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 The Blackstone Group Inc.’s European Portfolio Operations, 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.

ESG 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.



Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



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20 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               




Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain Since September 2014 Executive Chair December 2010 to Chief Executive Officer of subsidiary September 2014 Santander UK plc, a large retail and commercial bank based in the U.K. 2002 to 2010 Executive Chair of subsidiary Banco Español de Crédito, S.A. 1988 Joined Banco Santander, S.A. where she directed its Latin American expansion during the 1990s and was responsible for the Latin American Corporate Banking, Asset Management and Treasury division JP Morgan 1981 to 1988 Started her over 40-year career in the banking industry at JP Morgan in New York Current Public Company Boards: Since 1989 Banco Santander, S.A. Since 2019 Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A. Previous Public Company Boards (Past Five Years): 2010-2021 Santander UK plc 2014-2021 Santander UK Group Holdings plc Davis Selected Advisers–NY, Inc., a registered investment advisory firm Since 1997 Chairman Davis Selected Advisers, L.P. (referred to jointly with Davis Selected Advisers–NY, Inc. as “Davis Advisors”), an investment counselling firm that oversees approximately $27 billion in client assets, including ETFs, mutual funds, variable annuities and separately managed accounts 1995 Became a portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares 1989 Joined Davis Advisors as a financial analyst Current Public Company Boards: Since 2021 Berkshire Hathaway Inc. Since 2014 Trustee of Clipper Funds Trust (consisting of one portfolio) Since 2006 Graham Holdings Company Since 1998 Selected Funds (consisting of two portfolios) Since 1997 Davis Funds (consisting of 13 portfolios) Previous Public Company Boards (Past Five Years): None

Ana Botín

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 61
Director since: 2013

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of 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. 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 since 2021.

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 risks 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

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 56
Director since: 2018

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of 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–NY, Inc., and as a Director and officer of several mutual funds advised by Davis Advisors, as well as other entities controlled by Davis Advisors.

Marketing Experience Under the leadership of Mr. Davis, Davis Advisors 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, Davis Advisors 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.



Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 21




IAC/InterActiveCorp, a leading media and Internet company Since December 2010 Chairman and Senior Executive August 1995 to Chairman and Chief Executive Officer of the November 2010 company and its predecessor companies Expedia Group, Inc., an online travel company Since August 2005 Chairman and Senior Executive TripAdvisor, Inc., an online travel company April 2013 to Special Advisor March 2017 December 2011 to Board member April 2013 December 2011 to Chairman and Senior Executive when the December 2012 company was spun off from Expedia, Inc. Live Nation Entertainment, Inc. January 2010 to Board member January 2011 January 2010 to Non-executive Chairman October 2010 Current Public Company Boards: Since 2020 MGM Resorts International Since 2005 Expedia Group, Inc. Since 1995 IAC/InterActiveCorp Previous Public Company Boards (Past Five Years): 2013-2017 Graham Holdings Company The Chicago Community Trust, a community foundation, with assets of over $3 billion, dedicated to improving the Chicago region Since October 2017 Chief Executive Officer McKinsey Social Initiative, an independent nonprofit organization founded by McKinsey & Company July 2015 to Chief Executive Officer September 2017 CARE USA, an international humanitarian and global development organization 2006 to 2015 President and Chief Executive Officer Bill & Melinda Gates Foundation 2001 to 2006 Program Director in the Global Health Program U.S. Centers for Disease Control and Prevention (“CDC”) 1984 to 2001 Started her career in public health at the CDC serving in positions of increasing responsibility, ultimately becoming the Director of the National Center for HIV, STD and TB Prevention in 1995 Current Public Company Boards: Since 2021 Palo Alto Networks, Inc. Since 2021 Organon & Co. Since 2020 GoHealth, Inc. Previous Public Company Boards (Past Five Years): 2010-2021 Colgate-Palmolive Company

Barry Diller

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 80
Director since: 2002

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of 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/InterActiveCorp. 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/InterActiveCorp, 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/InterActiveCorp, 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/InterActiveCorp, 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.


Helene D. Gayle

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 66
Director since: 2013

Committees:

PUBLIC BOARD MEMBERSHIPS

Relevant Senior Leadership/Chief Executive Officer Experience Served as 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. 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 Foundation 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. 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.

ESG Experience As CEO of The Chicago Community Trust, leads 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.



Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



Table of Contents

22 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               




New Ventures LLC , a risk management consulting firm Since 2001 Chair and Chief Executive Officer Toyota Motor Corporation Since 2002 Chair of the Diversity Advisory Board The Coca-Cola Company 2001 to Chair of the Human Resources Task Force, 2006 where Ms. Herman worked with the Company to identify ways to improve its human resources policies and practices following the November 2000 settlement of an employment lawsuit U.S. Department of Labor 1997 to 2001 U.S. Secretary of Labor Current Public Company Boards: Since 2003 Entergy Corporation Since 2002 MGM Resorts International Since 2001 Cummins Inc. Previous Public Company Boards (Past Five Years): None WE Family Offices, a global family office serving high net worth families Since March 2013 Chief Executive Officer and Managing Partner GenSpring Family Offices, LLC, a wealth management firm and an affiliate of SunTrust Banks, Inc. November 2005 Chief Executive Officer to October 2012 JPMorgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm 2001 to 2005 Chairman and Chief Executive Officer 1983 to 2001 Various positions in private banking with The Chase Manhattan Bank, including as Managing Director in charge of its Global Private Banking Group The Coca-Cola Company 2003 to 2006 Prior service as Director Current Public Company Boards: Since 2015 The Walt Disney Company Previous Public Company Boards (Past Five Years): None

Alexis M. Herman

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 74
Director since: 2007

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Significant 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. Chair of the Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit. Serves as Lead Director and is a member of the Finance Committee of Cummins Inc. and served as Chair of the Business Advisory Board at Sodexo, Inc.

ESG 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

CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 72
Director since: 2008
Lead Independent
Director since: 2019

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Over 38 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.



Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 23

The Coca-Cola Company Since April 2019 Chairman Since May 2017 Chief Executive Officer August 2015 to President December 2018 August 2015 to Chief Operating Officer April 2017 January 2013 to President of the Europe Group August 2015 October 2008 to President of the Northwest January 2013 Europe and Nordics business unit December 2005 to President of the Mexico October 2008 Division December 2003 to President of the South December 2005 Latin Division 1996 Joined the Company as Director, Learning Strategy for the Latin America Group, and went on to serve in a series of operational roles of increasing responsibility in Latin America Current Public Company Boards: Since 2020 Pfizer Inc. Previous Public Company Boards (Past Five Years): None Compute Software, Inc., an enterprise cloud optimization software company Since 2017 Chief Executive Officer January and Director Hewlett Packard Enterprise Company (“HPE”), an information technology company March 2013 Vice President and General to December Manager of Software 2016 Yahoo! Inc., a digital media company April 2007 Held several product leadership to March positions across the consumer 2013 search, e-commerce and advertising businesses Current Public Company Boards: Since 2017 Morningstar, Inc. Previous Public Company Boards (Past Five Years): 2014-2018 Rosetta Stone Inc. 2015-2017 Travelzoo Inc.
James Quincey CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

CHAIRMAN

 

Age: 57
Director since: 2017
Chairman since: 2019

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Extensive 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 US-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.

Caroline J. Tsay CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 40
Director since: 2018

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Managed profit and loss as Chief Executive Officer of Compute Software, Inc. and, in her position at HPE, responsible for growing enterprise software sales.
Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of Compute Software, Inc. and served as Vice President and General Manager of Software at HPE.
Marketing Experience  At Compute Software, Inc., is responsible for developing an enterprise software platform for customers running on the cloud. At HPE, was responsible for engaging customers and partners through several new digital experiences, digital marketing, and specialized sales models to drive growth in new customers and revenue. At Yahoo! Inc., held leadership positions across the consumer search, e-commerce and advertising businesses.
Innovation/Technology Experience  At Compute Software, Inc., is responsible for developing the artificial intelligence and decision sciences-based software platform that dynamically optimizes cloud resource decisions and maximizes business value for companies running on the cloud. At HPE, created a new business and platform for offering customers enterprise software, including DevOps, Cybersecurity, Big Data and Application Development software. At Yahoo! Inc., was Senior Director of Product Management for Yahoo! Search and E-Commerce where she launched consumer Internet innovations that drove 500 million daily visits and $3.5 billion in revenue. Prior to Yahoo! Inc., spent three years at International Business Machines Corporation as a senior consultant focused on providing supply chain solutions to clients in the retail, high tech, and travel industries. Recognized as one of The National Diversity Council’s 2015 Top 50 Most Powerful Women in Technology.
Risk Oversight/Management Expertise Extensive experience overseeing risk associated with the development and growth of enterprise software and consumer Internet businesses at Compute Software, Inc., and in her product leadership roles with HPE and Yahoo! Inc. Risk oversight experience through service on the Audit Committee of Morningstar, Inc. and as Chair of the Business Advisory Committee at Rosetta Stone Inc.


Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



Table of Contents

24 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Judd Enterprises, Inc., a private, investment management office with diverse interests in a variety of asset classes Since 1996 Chairman and Chief Executive Officer Digital Bandwidth LLC, a private, early-stage technology investing affiliate of Judd Enterprises, Inc. Since 1996 President Mayer, Brown & Platt, a leading international law firm September Partner in the corporate, 1989 to securities and investment June 1996 management practice Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None
David B.
Weinberg
CAREER HIGHLIGHTS KEY QUALIFICATIONS AND EXPERIENCES

INDEPENDENT

Age: 70
Director since: 2015

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience In his position at Judd Enterprises, Inc., oversees substantial assets in a wide variety of asset classes. Significant experience in reviewing financial statements as an investor and as a securities lawyer when structuring transactions. Previously served on the Audit Committee and currently serves on the Executive, Finance and Investments Committees of the Board of Trustees of Northwestern University.
Relevant Senior Leadership/Chief Executive Officer Experience Since 1996, has served as Chairman and Chief Executive Officer of Judd Enterprises, Inc. and President of Digital Bandwidth LLC.
Innovation/Technology Experience  Extensive entrepreneurial experience in Digital Bandwidth LLC, overseeing investments in early-stage companies focusing on technologies, including wireless networks, speech recognition, cybersecurity and radio frequency identification tags.
Broad International Exposure/Emerging Market Experience At Judd Enterprises, Inc., oversees international investments. As a partner of the Mayer, Brown & Platt law firm, structured cross-border investment management transactions. Serves on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level. Also serves on the Investments Committee of the Board of Trustees of Northwestern University, overseeing substantial exposure to emerging markets. Exposure to international issues as a member of the Council on Foreign Relations and the International Council of the Belfer Center for Science and International Affairs of the Kennedy School of Government at Harvard University.
Risk Oversight/Management Expertise Extensive risk oversight and management experience overseeing a private investment management office at Judd Enterprises, Inc. As a partner of the Mayer, Brown & Platt law firm, advised clients on a broad range of regulatory and transactional matters. Additional risk oversight experience through former service on the Audit Committee and current service on the Executive, Finance and Investments Committees of the Board of Trustees of Northwestern University.


Chair      

Member

Audit Committee      

Talent and Compensation Committee

     

Committee on Directors and Corporate Governance

Finance Committee      

ESG and Public Policy Committee

     

Executive Committee



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 25

Board and Committee Governance

ROLE OF THE BOARD

The Board is elected by the shareowners to oversee their interests in the long-term health and overall success of the Company’s business and financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with the shareowners. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls, and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer (“CEO”) and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

  KEY RESPONSIBILITIES OF THE BOARD  
           
     
OVERSIGHT OF BUSINESS STRATEGY
The Board oversees and monitors strategic planning.
Business strategy is a key focus at the Board level and embedded in the work of Board committees.
Company management is charged with executing business strategy and provides regular performance updates to the Board.
     
OVERSIGHT OF RISK
The Board oversees risk management.
Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.
Company management is charged with managing risk through robust internal processes and effective internal controls.
     
SUCCESSION PLANNING
The Board oversees succession planning and talent development for senior executive positions.
The Committee on Directors and Corporate Governance, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position.
The CEO is charged with preparing, and reviewing with the Committee on Directors and Corporate Governance, talent development plans for senior executives and their potential successors.

Oversight of Business Strategy

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties.

While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with “hands-on” experiences, such as market visits, which provide Directors an opportunity to see execution of the business strategy first hand.

The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.

 
                       
  The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in the Board committees, regular Board meetings and a dedicated meeting each year to focus on strategy. This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term. In addition to financial and operational performance, non-financial measures, including sustainability goals, are discussed regularly by the Board and Board committees.
 


Table of Contents

26 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Oversight of Risk
Inherent in the Board’s responsibilities is an understanding of and oversight over the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive on a global basis and to achieve the Company’s long-term strategic objectives. Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:

understand critical risks in the Company’s business and strategy;
allocate responsibilities for risk oversight among the full Board and its committees;
evaluate the Company’s risk management processes and whether they are functioning adequately;
facilitate open communication between management and Directors; and
foster an appropriate culture of integrity and risk awareness.

To learn more about risks facing the Company, you can review Part I, “Item 1A. Risk Factors” in the Form 10-K. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 27

OVERSIGHT OF HUMAN CAPITAL AND CULTURE

The Board is actively engaged in overseeing the Company’s people and culture strategy. The Talent and Compensation Committee reviews and reports back to the Board on a broad range of human capital management topics, including talent management; leadership development; retention; culture; employee engagement; employee education and training; DEI; and equality and fairness. See page 31 for more information on the Talent and Compensation Committee.

OVERSIGHT OF CYBERSECURITY

The Board recognizes the importance of maintaining the trust and confidence of our customers, consumers and employees. To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. The Audit Committee receives regular reports from the Chief Information Security Officer and the Chief Information Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape. In accordance with our Cyber Incident Response Plan, the Audit Committee is informed of cybersecurity incidents with the potential to materially adversely affect the Company or its information systems. The Audit Committee regularly briefs the full Board on these matters.

OVERSIGHT OF ESG

We pursue our ESG goals through a concerted effort across the entire Coca-Cola system, which encompasses our Company and our approximately 225 bottling partners in more than 200 countries and territories. We aim to achieve our ambitious goals to drive system-wide change. The Board, through the ESG and Public Policy Committee, oversees the Company’s ESG strategies and initiatives, including the Company’s short- and long-term goals, and receives regular updates on priority ESG issues, including information on actions and progress toward goals. The Board and the ESG and Public Policy Committee also receive periodic reports from the Chief ESG Officer, and others as required, related to progress toward achieving the Company’s ESG goals. The Company publishes an annual Business & ESG Report to provide stakeholders with transparent information regarding our ESG programs and progress.

Management Development and Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management. In 2021, the Board reconstituted the Committee on Directors and Corporate Governance to assume the responsibilities of the Management Development Committee in order to encourage holistic oversight of all aspects of the Company’s leadership development and succession planning.

The Committee on Directors and Corporate Governance, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare senior leaders for greater responsibilities. In addition, the Committee on Directors and Corporate Governance regularly discusses recommendations and evaluations from the CEO as to potential successors to fill senior positions. The CEO also provides a regular review to the Committee on Directors and Corporate Governance assessing the members of the executive leadership team and his or her potential to succeed him. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and contingency plans in the event the CEO is unable to serve for any reason (including death or disability). While the Committee on Directors and Corporate Governance has the primary responsibility to develop succession plans for the CEO position, it regularly reports to the Board and decisions are made at the Board level.


Table of Contents

28 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

BOARD LEADERSHIP STRUCTURE

The Company’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareowners. The current leadership structure is comprised of a combined Chairman of the Board and CEO, a Lead Independent Director, Board committees led primarily by independent Directors and active engagement by all Directors. The Board believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent Directors.

The Board believes that having one person serve as Chairman and CEO can provide certain synergies and efficiencies that enhance the functioning of the Board and, importantly, allow it to most effectively execute its role in overseeing business strategy. The Company’s business is complex, and its products are sold in more than 200 countries and territories around the world. Most of the Company’s products are manufactured and sold by independent bottling partners throughout the world. The CEO maintains strong, hands-on relationships with the leaders of bottlers and remains close to the many facets of the business existing in so many places in the world. Because the CEO is the Board member closest to this vast and complex business, he or she is best able to identify many of the business issues that require Board attention and, as Chairman, can best focus Directors’ attention on the most critical business matters. Further, in the Board’s experience, the combined role of Chairman and CEO allows for timely and unfiltered communication with the Board on these critical business issues. The Board also believes that there are benefits when the same person represents both the Company and the Board throughout the world with bottlers, customers, consumers and other stakeholders.

Having the flexibility to select the appropriate structure based on the specific needs of the business is critical. Consistent with the Board’s commitment to good corporate governance practices, at least one executive session of the non-employee Directors each year includes a review of the Board’s leadership structure and consideration of whether the position of Chairman of the Board should be held by the CEO.

All Directors play an active role in overseeing the Company’s business both at the Board and committee levels. As part of each regularly scheduled Board meeting, the non-employee Directors meet in executive sessions without the CEO present. These meetings allow non-employee Directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as matters concerning management, without any members of management present.

          

CURRENT LEADERSHIP STRUCTURE



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Executive Officer
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Annexes 29

Duties and Responsibilities

The duties and responsibilities of the Chairman of the Board, the Chief Executive Officer and the Lead Independent Director are described in the accompanying table below and are set forth in the Company’s By-Laws and Corporate Governance Guidelines.

CHAIRMAN OF THE BOARD
Presides over meetings of the Board.
Presides over meetings of shareowners.
Consults and advises the Board and its committees on the business and affairs of the Company.
Performs such other duties as may be assigned by the Board.

CHIEF EXECUTIVE OFFICER
Oversees the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board.

LEAD INDEPENDENT DIRECTOR
Presides at all meetings of the Board at which the Chairman of the Board is not present, including all meetings of independent Directors and non-employee Directors.
Encourages and facilitates active participation of all Directors.
Serves as a liaison between the independent Directors and the Chairman of the Board on sensitive issues and otherwise when appropriate.
Approves Board meeting materials for distribution to and consideration by the Board.
Approves Board meeting agendas after conferring with the Chairman of the Board and other members of the Board, as appropriate, and may add agenda items at his or her discretion.
Approves Board meeting schedules to assure that there is sufficient time for discussion of all agenda items.
Has the authority to call meetings of the independent Directors.
Leads the Board’s annual evaluation of the Chairman of the Board and CEO.
Monitors and coordinates with management on corporate governance issues and developments.
Available to advise the committee chairs in fulfilling their designated roles and responsibilities to the Board.
Available for consultation and communication with shareowners where appropriate, upon reasonable request.
Performs such other functions as the Board or other Directors may request.


Table of Contents

30 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

BOARD AND COMMITTEE EVALUATION PROCESS

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Under the leadership of the Lead Independent Director, the Committee on Directors and Corporate Governance oversees the Board’s annual evaluation process. The Committee on Directors and Corporate Governance periodically reviews the format of the evaluation process, including whether to utilize a third-party facilitator, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and Director performance.

1         Evaluation Components
   
       Each committee conducts an annual self-evaluation           The Committee on Directors and Corporate Governance regularly discusses Board composition and effectiveness during its committee meetings.
                           
     
       
  Each Director evaluates the Board and the committees on which he or she serves, as well as each other Director
               
       
       
  The Board conducts an annual self-evaluation
                 
       

2         2021 Multi-Step Evaluation Process
   
       COMMITTEE SELF-
EVALUATION
Each committee conducted a separate, closed self-evaluation session.
                                 
     
 
  ONE-ON-ONE
DISCUSSIONS WITH LEAD
INDEPENDENT DIRECTOR

The Lead Independent Director conducted separate, one-on-one sessions with each Director to discuss feedback regarding:

Board composition and structure
Strategic and performance abilities
Governance and organizational assessment
Board interaction with management
Meetings and materials
Overall Board functioning and effectiveness
               
     
 
  BOARD CLOSED SESSION

The results of each of the committee’s self-evaluation, the Lead Independent Director sessions and other feedback were discussed by the Board in a closed self-evaluation session.

               
     

3         Incorporation of Feedback
     
Our multi-step evaluation process generates robust comments and discussion at all levels of the Board, including with respect to Board composition and processes. These evaluation results have led to changes designed to increase Board effectiveness and efficiency. For example, over the past few years, enhancements have been made regarding meeting materials and discussion topics, the structure of the Board, responsibilities of committees, committee and executive session discussions, committee reports to the Board, the Board evaluation process, the Director on-boarding process and providing Directors with more opportunities for continuing education and to have hands-on experiences with our business, senior leaders and emerging talent around the world.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 31

BOARD COMMITTEES

The Board has six standing committees: the Audit Committee, the Talent and Compensation Committee, the Committee on Directors and Corporate Governance, the Finance Committee, the ESG and Public Policy Committee and the Executive Committee. The Board has adopted a written charter for each of these committees, which is available on the Company’s website www.coca-colacompany.com, by clicking on “Investors”, then “Corporate Governance” and then “Documents.” Information about each committee is provided below. Membership of each committee is as of December 31, 2021.

Audit Committee
CHAIR  MEMBERS(1)

MEETINGS HELD
IN 2021:

9

INDEPENDENCE(2)
4 out of 4


Additional information regarding the Audit Committee can be found beginning on page 84.

David B.
Weinberg
Marc
Bolland
Christopher C.
Davis
Caroline J.
Tsay

PRIMARY RESPONSIBILITIES

Represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements.
Oversees the Company’s compliance with legal and regulatory requirements, the Independent Auditors’ qualifications and independence, the performance of the Company’s internal audit function and the Independent Auditors, the Company’s ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs, including cybersecurity.
Oversees the Company’s ERM program and has direct oversight over certain risks within the ERM framework. Periodically receives reports on and discusses governance of the Company’s risk assessment and risk management processes and reviews significant risks and exposures identified to the Committee (whether financial, operating or otherwise), and management’s steps to address them.
(1) Mr. Davis was appointed to the Committee effective April 21, 2021.
(2) Each member who served on the Committee during 2021 is financially literate and met the independence requirements of the NYSE, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Company’s Corporate Governance Guidelines. The Board designated each of Messrs. Weinberg and Davis as an “Audit Committee financial expert” during 2021.

Talent and Compensation Committee
CHAIR  MEMBERS(1)

MEETINGS HELD
IN 2021:

7

INDEPENDENCE(2)
3 out of 3

Helene D.
Gayle
Alexis M.
Herman
Maria Elena
Lagomasino

PRIMARY RESPONSIBILITIES

Oversees policies and strategies relating to talent, leadership and culture, including DEI.
Evaluates and approves compensation plans, policies and programs applicable primarily to the Company’s senior executive group, which includes all individuals subject to Section 16 of the 1934 Act.
Approves all equity awards to employees, including stock options, performance share units, restricted stock and restricted stock units.
Maintains sole authority to retain, terminate and approve fees and other terms of engagement of its compensation consultant and to obtain advice and assistance from internal or external legal, accounting or other advisors.
Considers shareowner viewpoints on compensation.
(1) Mr. Davis served on the Committee until April 21, 2021.
(2) Each member of the Committee meets the independence requirements of the NYSE, the Internal Revenue Code of 1986, as amended (the “Tax Code”) and the Company’s Corporate Governance Guidelines. In addition, each member is a “non-employee director” as defined by Rule 16b-3 under the 1934 Act.


Table of Contents

32 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Committee on Directors and Corporate Governance
CHAIR  MEMBERS(1)

MEETINGS HELD
IN 2021:

5

INDEPENDENCE(2)
5 out of 5

Maria Elena
Lagomasino
Ana
Botín
Barry
Diller
Robert A.
Kotick
David B.
Weinberg

PRIMARY RESPONSIBILITIES

Considers and makes recommendations concerning Director nominees and the function and needs of the Board and its committees.
Regularly reviews the Company’s Corporate Governance Guidelines and provides oversight of the corporate governance affairs of the Board and the Company consistent with the long-term best interests of the Company and its shareowners.
Coordinates the annual Board, committee and Director evaluation process, which is led by the Lead Independent Director.
Considers shareowner viewpoints on corporate governance matters.
(1) Mr. Kotick and Mr. Weinberg were appointed to the Committee effective April 21, 2021 in connection with the Committee assuming the responsibilities of the Management Development Committee. Mr. Kotick will serve on the Committee through the 2022 Annual Meeting.
(2) Each member of the Committee meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

Finance Committee
CHAIR  MEMBERS(1)

MEETINGS HELD
IN 2021:

5

INDEPENDENCE
5 out of 5

Barry
Diller
Herb
Allen
Ana
Botín
Christopher C.
Davis
Robert A.
Kotick

PRIMARY RESPONSIBILITIES

Helps the Board fulfill its responsibilities relating to oversight of the Company’s financial affairs, including reviewing and recommending to the Board the Company’s dividend policy, capital expenditures, debt and other financings, major strategic investments and other transactions.
Oversees the Company’s policies and procedures on risk management, hedging, swaps and other derivative transactions.
(1) Mr. Herbert A. Allen served on the Committee until his retirement on August 18, 2021. Mr. Herb Allen was appointed to the Committee effective December 17, 2021. Mr. Kotick will serve on the Committee through the 2022 Annual Meeting.

ESG and Public Policy Committee
CHAIR MEMBERS

MEETINGS HELD
IN 2021:

4

INDEPENDENCE
4 out of 4

Alexis M.
Herman
Marc
Bolland
Helene D.
Gayle
Caroline J.
Tsay

PRIMARY RESPONSIBILITIES

Helps the Board fulfill its responsibilities relating to risks that concern certain environmental, social, legislative, regulatory and public policy matters, including sustainability, and other public issues of significance, which may affect the Company’s business, its shareowners, the broader stakeholder community or the general public.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 33

Executive Committee
CHAIR  MEMBERS(1)

MEETINGS HELD
IN 2021:

0

INDEPENDENCE
2 out of 3

James
Quincey
Barry
Diller
Maria Elena
Lagomasino

PRIMARY RESPONSIBILITIES

Authorized to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners under the Delaware General Corporation Law. If matters are delegated to the Executive Committee by the Board, the Committee may act at a meeting or by written consent in lieu of a meeting.
(1) Mr. Herbert A. Allen served on the Committee until his retirement on August 18, 2021. Ms. Lagomasino was appointed to the Committee effective October 21, 2021.

MEETINGS AND ATTENDANCE

Regular meetings of the Board are held at such times as the Board may determine. Special meetings of the Board may be called by the Chairman, the Company’s Secretary or by a majority of the Directors by written request to the Secretary. Committee meetings can be called by the committee’s chair or by a majority of the committee members.

In 2021, the Board held five meetings, and committees of the Board held a total of 32 meetings (including two meetings of the former Management Development Committee). Overall attendance at such meetings was approximately 99%. Each Director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2021.


Table of Contents

34 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Shareowner Engagement

Our relationship with shareowners is an important part of our Company’s success. The Board and management believe they best execute their duties when they proactively listen to, seek to understand, and consider the opinions of our shareowners. We engage with our shareowners and the broader corporate governance community through a year-round engagement program, which is management-led and overseen by the Board. Our engagement program is designed to address questions and concerns, provide perspective on Company policies and practices, seek shareowner input and incorporate feedback, as appropriate.


Who We Engage
We engage with a wide range of constituents, including:

Institutional shareowners
Retail shareowners
Proxy advisory firms
ESG rating firms
Regulators
ESG thought leaders

WHO IS INVOLVED IN ENGAGEMENT
Our engagement program involves:

Where appropriate, the Lead Independent Director and other Board members
The CEO and other members of senior management
Employees from many different functions of the Company, including investor relations, legal, executive compensation, public policy, government affairs and sustainability teams

How We Engage
We pursue multiple avenues for engagement, including:

In-person and virtual meetings
Quarterly investor calls and other investor conferences and presentations
Company-hosted presentations on ESG issues
Participation in corporate governance organizations and other associations that provide valuable opportunities to convene with a variety of investors, peer companies, policy makers and other interested parties in promoting knowledge and positive dialogue around corporate governance policy and practices. These organizations and associations include, among others, the Council of Institutional Investors; Harvard Corporate Governance Roundtable; Investor Stewardship Group; Stanford Institutional Investors’ Forum; Millstein Center for Global Markets and Corporate Ownership; and National Association of Corporate Directors
Publication of a quarterly shareowner newsletter

TOPICS OF ENGAGEMENT
Our interactions cover a broad range of business topics, including ESG; Board composition and structure; executive compensation; business strategy; performance and execution; sustainability; DEI; human capital management; and Company culture.



In 2021, we engaged with shareowners collectively representing a majority of our Common Stock. Below is a selected sample of our engagements with shareowners and the broader corporate governance community.
2021 Communication and Engagement Highlights
FEB
4th Quarter and Full Year 2020 Earnings
Publication of 2020 Form 10-K
CAGNY Conference
MAR
Publication of 2021 Proxy Statement
Council of Institutional Investors Conference
Deloitte Board Symposium
Harvard Corporate Governance Roundtable
APR
1st Quarter Earnings
Publication of 2021 Business & ESG Report
2021 Annual Meeting of Shareowners
JUN
Bernstein Strategic Decisions Conference
Goldman Sachs Global Consumer ESG Conference
Deutsche Bank Global Consumer Conference
Stanford Institutional Investors’ Forum
KPMG Board Leadership Center
JUL
2nd Quarter Earnings
SEP
Barclays Global Consumer Staples Conference
Council of Institutional Investors Conference

OCT
3rd Quarter Earnings
Fall Engagement Summit with Institutional Investors
Millstein Center for Global Markets and Corporate Ownership Forum
Interfaith Center on Corporate Responsibility Engagement
YEAR-ROUND
Shareowners can direct communications to individual Directors or the entire Board. Communications can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by email to asktheboard@coca-cola.com.
NOV
Coca-Cola ESG Investor Presentation
Harvard Corporate Governance Roundtable
Stanford Institutional Investors’ Forum
DEC
Redburn CEO Conference



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 35

Additional Governance Matters

PUBLIC POLICY ENGAGEMENT

We participate openly and transparently on public policy issues related to our industry and business priorities, our more than 700,000 Coca-Cola system associates, customers, consumers, shareowners, and the communities we serve.

The ESG and Public Policy Committee provides oversight of the Company’s public policy agenda, political contributions and lobbying. The Company complies with applicable laws and regulations with respect to our participation in the political process, and we regularly review our policies and practices to enhance transparency and governance. The Company was recognized as a “Trendsetter” in the 2021 CPA-Zicklin Index of Corporate Political Disclosure and Accountability. Additional information about our public policy engagement is available on the Company’s website at www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Political Engagement Policy.”

SPECIAL MEETING OF SHAREOWNERS

Our By-Laws provide that a special meeting of shareowners may be called by the Chairman of the Board, the CEO, a majority of our Board or the Secretary, if appropriately requested by a person (or group of persons) beneficially owning at least a 25% “net long position” of the Company’s Common Stock. A shareowner’s “net long position” is generally defined as the amount of Common Stock in which the shareowner holds a positive (also known as “long”) economic interest, reduced by the amount of Common Stock in which the shareowner holds a negative (also known as “short”) economic interest.

ANTI-HEDGING, ANTI-SHORT SALE AND ANTI-PLEDGING POLICIES

The Company’s insider trading policy prohibits our Directors, executive officers and those employees, independent contractors and consultants who are from time to time added to the Company’s restricted trading list (collectively, the “Insiders”) from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of Company securities (including prepaid variable forward contracts, equity swaps, zero-cost collars and exchange funds), that were either granted as part of the individual’s compensation or that the individual holds directly or indirectly, or (ii) engaging in any short sales of Company securities. These prohibitions also extend to any family member of our Insiders who share the same household with them and any other individual or entity whose securities trading decisions are influenced or controlled by any of our Insiders (collectively, the “Related Insiders”). Our policy also prohibits our Directors and executive officers and their Related Insiders from pledging Company Common Stock as collateral for a loan, holding Company Common Stock on margin or borrowing against Company Common Stock held in a margin account. Employees of the Company who are not Insiders or Related Insiders are permitted, but discouraged, from entering into hedging transactions or engaging in short sales involving Company securities or pledging Company Common Stock.

CODES OF BUSINESS CONDUCT

The Company has adopted a Code of Business Conduct for Non-Employee Directors, as well as a Code of Business Conduct that is applicable to the Company’s employees, including the Named Executive Officers. Our associates, bottling partners, suppliers, customers and consumers can ask questions about our Code and other ethics and compliance issues, or report potential violations, through EthicsLine, a global internet and telephone information and reporting service. The Codes of Business Conduct and information about EthicsLine are available on the Company’s website at www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Code of Conduct.” In the event the Company amends or waives any of the provisions of the Code of Business Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer or controller that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the 1934 Act, the Company intends to disclose these actions on the Company’s website.

VIEW THE COMPANY’S GOVERNANCE MATERIALS

You can view the Company’s governance materials, including the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board committee charters on the Company’s website, www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Documents.” Instructions on how to obtain copies of these materials are included in the response to question 26, on page 105.


Table of Contents

36 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

COMMUNICATE WITH THE BOARD

The Board has established a process to facilitate communication by shareowners and other interested parties with Directors.

Communications can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by email to asktheboard@coca-cola.com.

Communications may be distributed to all Directors, or to any individual Director, as appropriate. At the direction of the Board, all mail received may be opened and screened for security purposes. In addition, items that are unrelated to the duties and responsibilities of the Board will not be distributed. Such items include, but are not limited to:

spam
junk mail and mass mailings
product complaints or inquiries
     
new product suggestions
resumes and other forms of job inquiries
     
surveys
business solicitations or advertisements

In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee Director upon request.

To help answer many of the questions we receive about our Company and our products, we offer detailed information about common areas of interest on the “FAQs” page of our website, www.coca-colacompany.com/faqs.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 37

Director Compensation

The Committee on Directors and Corporate Governance is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to Directors for Board, Lead Independent Director, committee and committee chair service. Director compensation is provided under The Coca-Cola Company Directors’ Plan (the “Directors’ Plan”). Directors who also serve as employees of the Company do not receive payment for service as Directors.

In making non-employee Director compensation recommendations, the Committee on Directors and Corporate Governance takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Committee on Directors and Corporate Governance and determines the form and amount of Director compensation.

Under the Committee on Directors and Corporate Governance charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis of Director compensation. In 2019, the Committee on Directors and Corporate Governance engaged Willis Towers Watson as an independent consultant to evaluate the competitiveness of the Company’s Director compensation program and, based on the results of the competitive analysis provided, certain increases were made effective January 1, 2020. In light of this increase, the Committee did not recommend, and the Board did not make, any adjustments to the Director compensation program in 2021.

2021 ANNUAL DIRECTOR COMPENSATION

ANNUAL CASH
RETAINER
$90,000      

Cash retainers are paid on a quarterly basis. Under the Directors’ Plan, non-employee Directors have the option of deferring all or a portion of their cash compensation into share units that are paid out in cash after leaving the Board.

The $200,000 annual equity retainer is credited in deferred share units. The number of share units awarded is equal to the number of shares of Common Stock that could be purchased on the open market for $200,000 on April 1. Share units do not have voting rights but are credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. Share units are paid out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board and (ii) six months after the Director leaves the Board. Directors may elect to take their payout in a lump sum or in up to five annual installments.

Directors do not receive fees for attending Board or committee meetings. Directors who serve on committees (other than as chair) do not receive additional compensation for committee service. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.

ANNUAL EQUITY
RETAINER
$200,000
ADDITIONAL
COMPENSATION
Lead Independent
Director
    $30,000
Chair of Audit
Committee
$30,000
Chair of Talent and
Compensation Committee
$25,000
Chairs of all other
Committees
$20,000

      HIGHLIGHTS OF DIRECTOR COMPENSATION PROGRAM      
           
Emphasis on Equity: Aligns the majority of Directors’ compensation with shareowner interests because the value of share units fluctuates up or down depending on the price of our Common Stock.
Long-Term Focus: Focuses on the long term, because share units are not paid until after the Director leaves the Board.
Market Competitive: In line with peers and equitable based on the work required of Directors serving at an entity of the Company’s size and scope.
No Fees: No fees are paid for Board or committee meeting attendance.
Stock Ownership Requirements: Since share units are not paid out until after the Director leaves the Board, all Directors hold their annual equity retainers until after retirement from Board service. As a result, after only 3 years of service, all Directors maintain an equity ownership level of at least five times the annual cash retainer.


Table of Contents

38 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, 2021.

2021 DIRECTOR COMPENSATION TABLE

Name(1)
(a)
      Fees
Earned or
Paid in Cash
($)
(b)
      Stock
Awards
($)
(c)
      Option
Awards
($)
(d)
      Non-Equity
Incentive Plan
Compensation
($)
(e)
      Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
(f)
      All Other
Compensation
($)
(g)
           Total
($)
(h)
Herbert A. Allen(2)       $ 75,500  $ 119,262      $ 0              $ 0                  $ 0           $ 2,332  $ 197,094
Herb Allen(3) 0 0 0 0 0 168 168
Marc Bolland 90,000 200,000 0 0 0 319 290,319
Ana Botín 90,000 200,000 0 0 0 319 290,319
Christopher C. Davis 90,000 200,000 0 0 0 2,766 292,766
Barry Diller 110,000 200,000 0 0 0 1,054 311,054
Helene D. Gayle 115,000 200,000 0 0 0 419 315,419
Alexis M. Herman 110,000 200,000 0 0 0 29,134 339,134
Robert A. Kotick(4) 90,000 200,000 0 0 0 319 290,319
Maria Elena Lagomasino 140,000 200,000 0 0 0 5,433 345,433
Caroline J. Tsay 90,000 200,000 0 0 0 1,264 291,264
David B. Weinberg 120,000 200,000 0 0 0 319 320,319
(1) Mr. Quincey is a Company employee and therefore receives no compensation under the Directors’ Plan.
(2) Mr. Herbert A. Allen retired from the Board effective August 18, 2021. Therefore, the information above reflects his service on the Board through his retirement date.
(3) Mr. Herb Allen joined the Board on December 17, 2021 after all regularly-scheduled Board meetings for 2021 were completed. Therefore, he received no compensation under the Directors’ Plan for 2021.
(4) Mr. Kotick is not standing for reelection at the 2022 Annual Meeting.

Fees Earned or Paid in Cash (Column (b))

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee Director in 2021, whether or not such fees were deferred. In addition to the $90,000 annual cash fees (or a prorated portion thereof): (i) Mr. Weinberg received an additional $30,000 for service as Audit Committee Chair; (ii) Ms. Gayle received an additional $25,000 for service as Talent and Compensation Committee Chair; and (iii) each of Mses. Herman and Lagomasino and Mr. Diller received an additional $20,000 for service as a chair of other committees. Mr. Herbert A. Allen received an additional $8,000 for service as the Management Development Committee Chair, prorated for the portion of the year served, until the Committee on Directors and Corporate Governance was reconstituted and assumed the responsibilities of the Management Development Committee. Ms. Lagomasino also received an additional $30,000 for service as Lead Independent Director.

The table below shows the non-employee Directors who deferred any portion of their 2021 cash compensation into share units. The number of share units is equal to the number of shares of Common Stock that could be purchased for the deferred amount based on the average of the high and low prices of a share of Common Stock on April 1, 2021.

Director       Elective Deferral
in Share Units
Ms. Botín 1,278
Mr. Davis 1,704
Mr. Diller 2,082
Mr. Kotick 1,704
Ms. Lagomasino 2,651
Ms. Tsay 170
Mr. Weinberg 2,272


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 39
 

Stock Awards (Column (c))

The amounts reported in the Stock Awards column reflect the grant date fair value associated with each non-employee Director’s share units that are required to be deferred under the Directors’ Plan, calculated in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation–Stock Compensation (“ASC Topic 718”).

The table below shows the number of outstanding share units held by each non-employee Director as of December 31, 2021.

Director Outstanding Share Units
as of 12/31/2021
Mr. Herbert A. Allen(1) 117,126
Mr. Herb Allen(2) 0
Mr. Bolland 35,785
Ms. Botín 55,495
Mr. Davis 22,920
Mr. Diller 168,452
Ms. Gayle 47,727
Ms. Herman 73,965
Mr. Kotick 67,768
Ms. Lagomasino 90,151
Ms. Tsay 18,258
Mr. Weinberg 46,102
(1) The number of share units reported for Mr. Herbert A. Allen represents a prorated number of share units due to his retirement.
(2) Mr. Herb Allen joined the Board on December 17, 2021 after all regularly scheduled Board meetings for 2021 were completed. Therefore, he received no compensation under the Directors’ Plan for 2021.

All Other Compensation (Column (g))

The amounts reported in the All Other Compensation column reflect, where applicable, Company matching gifts to nonprofit organizations and other charitable contributions, premiums for life insurance (including accidental death and dismemberment and business travel accident coverage), the costs of Company products provided to Directors without charge, gifts provided to Directors by the Company. In addition, infrequently, spouses and guests of Directors may travel on Company aircraft for personal reasons when the aircraft is already going to a specific destination for a business reason, which has minimal incremental cost to the Company. When this occurs, a nominal amount is included in the All Other Compensation column. In addition, income is imputed to the Director for income tax purposes, and the Director is not provided a tax reimbursement.

Further described below are the amounts reflected in the All Other Compensation column that are required by SEC rules to be separately identified for 2021. None of the non-employee Directors received an aggregate of $10,000 or more of perquisites or other personal benefits from the Company in 2021. The total cost incurred by the Company in 2021 for products provided to non-employee directors was $17,320.

CHARITABLE CONTRIBUTIONS

The Directors are eligible to participate in the Company’s matching gifts program, which is the same program available to all U.S.-based employees and retirees. In 2021, this program matched up to $10,000 of charitable contributions on a two-for-one basis to tax-exempt arts, cultural, environmental and educational organizations. The total cost of matching contributions on behalf of the non-employee Directors for 2021 under the Company’s matching gifts program was $20,000, to match certain charitable contributions made by Ms. Herman.

INSURANCE PREMIUMS

For Mr. Diller, who elected coverage prior to 2006, the Company provides life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. This coverage was discontinued in 2006 for all other Directors. The Company cost for this insurance in 2021 was $735.

Business travel accident insurance coverage of $200,000 is provided to all non-employee Directors while traveling on Company business, at a Company cost of $3.45 per Director per year.


Table of Contents

40 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               


Director Independence and Related Person Transactions

INDEPENDENCE STANDARDS

Under the NYSE listing standards and the Company’s Corporate Governance Guidelines, the Board must consist of a majority of independent Directors. In making independence determinations, the Board observes NYSE and SEC criteria and considers all relevant facts and circumstances. To be considered independent for these purposes, the Director must (i) meet the bright-line independence standards under the NYSE listing standards, and (ii) the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company.

To aid in the Director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a Director’s independence. These categorical standards, which are part of the Company’s Corporate Governance Guidelines, specify that the following will not be considered material relationships that would impair a Director’s independence:

Immaterial Sales/Purchases      

The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more.

Immaterial Indebtedness

The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more.

Immaterial Position

The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company’s outside auditing firm) that does business with, or receives donations from, the Company.

Immaterial Ownership

The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company.

Immaterial Nonprofit Relationship

The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization’s consolidated gross revenues, whichever is more.

INDEPENDENCE ASSESSMENT

The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director nominee and any person who served as a Director during 2021 may have with the Company. As a result of its annual review, the Board has determined that none of the following Director nominees has a material relationship with the Company and, as a result, such Director nominees are independent: Herb Allen, Marc Bolland, Ana Botín, Christopher C. Davis, Barry Diller, Helene D. Gayle, Alexis M. Herman, Maria Elena Lagomasino, Caroline J. Tsay and David B. Weinberg. In addition, the Board determined that Robert A. Kotick, who will serve as a Director through the 2022 Annual Meeting, is independent. None of the Directors who were determined to be independent had any relationships that were outside the categorical standards identified above.

James Quincey has served as the Company’s CEO since May 1, 2017, and therefore is not an independent Director. Even though Herbert A. Allen, who served as a Director for a portion of 2021, was not determined to be independent, he contributed greatly to the Board and the Company through his wealth of experience, expertise and judgment.

All of the Directors who serve as members of the Audit Committee, Talent and Compensation Committee and Committee on Directors and Corporate Governance are independent under our independence standards, the applicable rules of the SEC and the NYSE listing standards. All members of the Audit Committee and the Talent and Compensation Committee are also compliant with the enhanced independence requirements for audit committee members and compensation committee members, respectively.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 41
 


The table below summarizes the relationships that were considered in connection with the independence determinations. None of the transactions described below were considered material relationships that impacted the applicable Director’s independence.

Director       Categorical Standard       Description of Relationship

Herb Allen

Immaterial Sales/Purchases

The Board examined the Company’s relationship with Allen & Company LLC (“ACL”), where Herb Allen, one of our Directors, is President. The Board determined that the relationship was not material since (i) the amount paid under the financial advisory engagement agreement entered into in the ordinary course of business was less than $1 million; and (ii) the Company has had a relationship with ACL for many years prior to Mr. Allen’s service as a Director of the Company.

Ana Botín

Immaterial Sales/Purchases and Immaterial Indebtedness

The Board examined the Company’s relationship with Banco Santander, S.A. (“Banco Santander”) where Ana Botín, one of our Directors, is Executive Chair. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues and 1% of the total consolidated assets of Banco Santander; (ii) the Company’s investment of excess cash with Banco Santander, primarily in time deposits which provided market rate returns, is part of the Company’s overall cash management and investment strategy which includes banks other than Banco Santander; (iii) the Company’s payments and proposed payments to Banco Santander relate to underwriting services and/or banking fees, all in the ordinary course of business; and (iv) the Company has had a relationship with Banco Santander and its banking subsidiaries for many years prior to Ms. Botín’s service as a Director of the Company.

Robert A. Kotick

Immaterial Sales/Purchases

The Board examined the Company’s relationship with Activision Blizzard, Inc. and its subsidiaries (“Activision”) where Robert A. Kotick, one of our Directors, is Chief Executive Officer and a Director. The Board determined that the relationship was not material since (i) the amounts payable under sponsorship agreements entered into in the ordinary course of business represent less than 1% of the consolidated gross revenues of Activision; and (ii) the Company has had a relationship with Activision prior to Mr. Kotick’s service as a Director of the Company.

RELATED PERSON TRANSACTIONS

The Board has adopted a written policy for the review of certain related person transactions between any Director, Director nominee, executive officer, any beneficial owner of more than 5% of the Company’s Common Stock and any immediate family member of any of the foregoing (collectively, the “Related Persons”) and the Company. For purposes of this policy, a “related person transaction” includes, subject to certain exceptions, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company or any subsidiary is a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any Related Person has or will have a direct or indirect material interest.

The policy is administered by the Committee on Directors and Corporate Governance, which will approve only those transactions that are, in its judgment, appropriate or desirable under the circumstances. In approving a transaction, the Committee on Directors and Corporate Governance may impose conditions it deems appropriate in its discretion. In determining whether or not to approve a related person transaction, the Committee on Directors and Corporate Governance considers among other factors it deems appropriate:

The business purpose of and the potential benefits to the Company of the transaction;
The nature and extent of the Related Person’s interest in the transaction;
The approximate dollar value of the amount involved in the transaction;
Whether the transaction was undertaken in the ordinary course of the Company’s business;
Whether the terms of the transaction are fair to the Company and on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
The availability of other sources for comparable products or services;
Whether the transaction would impair the independence of a non-employee Director; and
Whether the transaction would present an improper conflict of interest for any Director, Director nominee or executive officer, taking into account the size of the transaction, the overall financial position of the applicable Related Person, the direct or indirect nature of the applicable Related Person, the ongoing nature of any proposed relationship and any other relevant factors.


Table of Contents

42 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

No Director may participate in the discussion or approval of a transaction in which that Director, or an immediate family member, has a direct or indirect interest.

Many transactions that constitute related person transactions are ongoing, and some of those transactions predate the Related Person’s relationship with the Company. When such transactions are ongoing, the Committee on Directors and Corporate Governance will annually review the transactions and determine if it is in the best interests of the Company and its shareowners to continue, modify or terminate any related person transaction.

Since January 1, 2021, there has not been, nor is there currently proposed, any related person transaction in which the Company or any of its subsidiaries was a participant, the amount involved exceeded or will exceed $120,000 and in which any Related Person had or will have a direct or indirect material interest.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 43

6  

Share Ownership

Directors and Executive Officers

The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the 2021 Summary Compensation Table on page 67, and our Directors and executive officers as a group, all as of February 25, 2022. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

Name       Aggregate
Number
of Shares
Beneficially
Owned
      Percent of
Outstanding
Shares
(1)
      Additional Information
Herb Allen 19,249,244 * Includes 65,854 shares held by Allen & Company LLC, 6,000,000 shares held by Allen & Company Incorporated over which Mr. Allen has sole voting power, 13,000,000 shares held by two family members over which Mr. Allen has sole voting power, 780 shares held by a family trust of which Mr. Allen is one of two trustees and 20,000 shares held by a foundation of which Mr. Allen is one of two directors.
Marc Bolland 10,000 * Does not include 35,785 share units deferred under the Directors’ Plan, which are settled in cash.
Ana Botín 2,500 * Shares held by a Spanish limited company of which Ms. Botín and her husband are the indirect beneficial owners. Does not include 55,495 share units deferred under the Directors’ Plan, which are settled in cash.
Christopher C. Davis 20,000 * Does not include 22,920 share units deferred under the Directors’ Plan, which are settled in cash.
Barry Diller 4,000,000 * Held by a trust of which Mr. Diller is sole trustee and beneficiary. Does not include 168,452 share units deferred under the Directors’ Plan, which are settled in cash.
Helene D. Gayle 3,000 * Does not include 47,727 share units deferred under the Directors’ Plan, which are settled in cash.
Alexis M. Herman 2,000 * Does not include 73,965 share units deferred under the Directors’ Plan, which are settled in cash.
Robert A. Kotick 70,000 * Does not include 67,768 share units deferred under the Directors’ Plan, which are settled in cash.
Maria Elena Lagomasino 23,631 * Does not include 90,151 share units deferred under the Directors’ Plan, which are settled in cash.
Caroline J. Tsay 1,104 * Does not include 18,258 share units deferred under the Directors’ Plan, which are settled in cash.


Table of Contents

44 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Name       Aggregate
Number
of Shares
Beneficially
Owned
      Percent of
Outstanding
Shares(1)
 
      Additional Information
David B. Weinberg 9,387,285 Includes 776,930 shares held by family members over which Mr. Weinberg has sole dispositive power and 152,930 shares held by an estate trust of a deceased family member, of which Mr. Weinberg is one of three trustees and is a contingent remainder beneficiary but over which he also has sole dispositive power. Also includes 1,256,738 shares held by a marital trust of a deceased family member, of which Mr. Weinberg is one of three trustees and contingent remainder beneficiaries but over which he also has sole dispositive power, and 3,000,000 shares held by three family trusts, of which Mr. Weinberg is a current or contingent remainder beneficiary and one of three trustees but over which he also has sole dispositive power. Also includes 12,000 shares held by a family trust, of which Mr. Weinberg is neither a trustee nor a beneficiary but over which he has sole dispositive power. Also includes 3,540,000 shares held by two family limited partnerships, over which Mr. Weinberg has sole investment control and shares beneficial ownership interest. Also includes 115,852 shares held by two foundations, over which Mr. Weinberg shares investment power with other family members but over which he also has sole dispositive power, and 177,621 shares held by two foundations, over which other family members have investment power but over which Mr. Weinberg also has sole dispositive power. Does not include 46,102 share units deferred under the Directors’ Plan, which are settled in cash.
James Quincey 2,807,502 * Includes 44,678 shares held by a family member, 200 shares of restricted stock, 5,356 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 2,373,731 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 26, 2022. Does not include 15,396 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”), which are settled in cash post employment.
John Murphy 1,064,041 * Includes 2,407 shares held by a family member, 200 shares of restricted stock, 266 shares credited to Mr. Murphy under the 401(k) Plan and 878,125 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 26, 2022. Does not include 593 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.
Manuel Arroyo 289,284 *

Includes 252,813 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 26, 2022.

Alfredo Rivera 694,686 *

Includes 113 shares credited to Mr. Rivera under the 401(k) Plan and 632,573 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 26, 2022. Does not include 318 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.

Brian J. Smith 1,511,631 *

Includes 200 shares of restricted stock, 39,843 shares credited to Mr. Smith under the 401(k) Plan, and 1,355,620 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 26, 2022. Does not include 19,752 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.

Bradley M. Gayton 385 *

Shares credited to Mr. Gayton under the 401(k) Plan.

All Directors and executive officers as a group (25 persons) 42,735,139 * Includes 800 shares of restricted stock, 97,785 shares credited under the 401(k) Plan and 8,389,517 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 26, 2022. Does not include 64,218 share units credited under the Supplemental 401(k) Plan and 626,623 share units deferred under the Directors’ Plan, all of which will be settled in cash. Also does not include 7,489 unvested restricted stock units, which will be settled in shares upon vesting.
* Less than 1% of outstanding shares of Common Stock.
(1) Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. Unvested restricted stock units, which will be settled in shares upon vesting, also are not included.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 45

Principal Shareowners

Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.

Name and Address       Aggregate Number
of Shares
Beneficially Owned
      Percent of
Outstanding
Shares
(4)
Berkshire Hathaway Inc.(1) 400,000,000 9.23%
3555 Farnam Street
Omaha, Nebraska 68131
The Vanguard Group(2) 342,258,418 7.90%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
BlackRock, Inc.(3) 279,741,946 6.45%
55 East 52nd Street
New York, New York 10055
(1)

Berkshire Hathaway Inc., a diversified holding company, has informed the Company that, as of December 31, 2021, it held an aggregate of 400,000,000 shares of Common Stock through subsidiaries.

(2)

The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2022, reporting beneficial ownership as of December 31, 2021. The Vanguard Group reported that it has sole dispositive power with respect to 326,297,815 shares of Common Stock, shared voting power with respect to 6,352,751 shares of Common Stock, shared dispositive power with respect to 15,960,603 shares of Common Stock and no sole voting power.

(3)

The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2022, reporting beneficial ownership as of December 31, 2021. BlackRock, Inc. reported that it has sole voting power with respect to 243,228,238 shares of Common Stock, sole dispositive power with respect to 279,741,946 shares of Common Stock and no shared voting or dispositive power.

(4)

The ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own the number of shares reflected in the table above on February 25, 2022.



Table of Contents

46 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

7  

Compensation


ITEM  
2

Advisory Vote to Approve Executive Compensation

The Board of Directors recommends a vote FOR the advisory vote to approve executive compensation.

What am I voting on?

Shareowners are being asked to approve, on an advisory basis, the compensation of the Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 50 and the Compensation Tables beginning on page 67.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and the Compensation Tables. The Talent and Compensation Committee has made several key enhancements in recent years to our compensation programs in order to continue to improve the alignment between compensation designs and outcomes and the Company’s business and talent strategies, as well as the long-term interests of our shareowners.

The Board recommends that shareowners vote FOR the following resolution:

“RESOLVED, that the shareowners approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the Compensation Tables and the related narrative disclosure.”

The Talent and Compensation Committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from shareowners. Because your vote is advisory, it will not be binding upon the Board. However, the Board values shareowners’ opinions, and the Talent and Compensation Committee will consider the outcome of the advisory vote when considering future executive compensation decisions. The Board has adopted a policy of providing for annual advisory votes from shareowners on executive compensation. The next such vote will occur at the 2023 Annual Meeting of Shareowners.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 47

Message from the Talent and
Compensation Committee

2021 was a pivotal year as the Company executed its strategic transformation to emerge stronger from the pandemic. The Talent and Compensation Committee is committed to ensuring the Company’s compensation programs continue to support and drive growth for the Company and its shareowners.

2021 HIGHLIGHTS

2021 Target Setting for Performance Measures

We maintained our compensation programs in 2021 and did not make changes to the design of our annual incentive or long-term incentive programs. We also recognized the need to retain flexibility to make responsive decisions as we continued to navigate through prolonged uncertainty driven by the COVID-19 pandemic. Consistent with prior years, in February 2021, we set targets for the majority of the performance measures that were informed by our long-term growth plan. However, we recognized that net operating revenues for the annual incentive award were especially susceptible to the volatility of the pandemic recovery, and therefore, we delayed setting that target until April 2021 to allow more time to understand how the business could be impacted throughout the year and to better determine a reliable target that would drive motivation and engagement. We ultimately set our target for net operating revenues in line with the top end of the Company’s external guidance provided in February and April 2021.

2021 Emerging Stronger Performance Share Unit Award

As discussed in the Compensation Discussion and Analysis section in our prior year proxy statement, in February 2021, we approved a one-time “emerging stronger” performance share unit (“PSU”) award to approximately 1,000 employees, including the Named Executive Officers. This award was granted to motivate and reward employees to continue to drive Company performance, emerge stronger from the pandemic and accelerate the Company’s transition to become a networked global organization. The ultimate value of this award is contingent upon the achievement of an earnings per share performance target over a two-year performance period, which was derived from our long-term growth plan. The award also includes a relative total shareowner return (“TSR”) modifier.

2021 Incentive Awards

Despite the asynchronous recovery across the globe, our people and our business showed resilience and the ability to manage through the dynamic and volatile operating environment, outperforming our annual net operating revenue and operating income performance targets. This resulted in a maximum payout of 200% under our annual incentive plan for our executives. In addition, under our 2019-2021 PSU program, we outperformed our three-year earnings per share and free cash flow performance targets. While this strong performance resulted in an initial payout calculation of 132%, our TSR performance relative to our peer group during the performance period was below the 25th percentile. As a result, the PSU payout was decreased by the relative TSR modifier of 25% to arrive at a final payout of 99% for our executives. The relative TSR feature is consistent with our pay-for-performance philosophy and seeks to better align the outcomes between executive rewards and our shareowners.

As a Committee, we recognize that our senior leaders drove our business results by executing the Company’s transformation agenda. This included setting the Company on a path to be more efficient and effective in marketing, as well as balancing discipline and experimentation to drive sustainable innovation. The Company’s operating units are combining the power of scale with the deep knowledge required to win locally, while global marketing category leadership teams are building an engine to drive durable innovation, which can be amplified globally for years to come. Additionally, despite global supply chain challenges in much of 2021, the Coca-Cola system demonstrated its significant experience dealing with such challenges and that it is uniquely positioned to leverage strong capabilities to help mitigate the impacts associated with such challenges.


Table of Contents

48 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Talent, Leadership and Culture

The Company undertook a significant reorganization to transition to a networked organization in order to accelerate growth and enable the Company to emerge stronger from the COVID-19 pandemic. We supported the Company as it developed and executed several talent, leadership and culture initiatives to enable the new organization including the following:


Built enterprise capabilities: The Company renewed its focus on learning and capability, particularly investing in critical future-focused areas and enterprise and functional capabilities.
Enabled the new global network: The Company placed significant emphasis on leadership coaching, team integrations and onboarding to enable employees and leaders to be successful in the new network.
Focused on succession planning: To help ensure continued success into the future, the Company prioritized succession planning for roles with the most significant impact and influence on the organization.
Strengthened talent analytics: The Company strengthened its assessment and feedback programs to provide more robust data and insights so that leadership can make more objective and data-based decisions as it relates to recruitment, leadership development and training programs.

Diversity, Equity and Inclusion

Throughout 2021, we continued to support the Company’s diversity, equity and inclusion efforts both in the workplace and in communities including the following:


Adopted three long-term ambitions: These serve as guiding principles to our work: (1) we aspire for our Diverse workforce to mirror the markets we serve; (2) we strive for Equity for all people; and (3) we celebrate uniqueness and create an Inclusive environment.
Announced 2030 representation goals: Be 50% led by women globally and mirror U.S. census data for race and ethnicity at all job levels of our Company in the United States. All operating units developed representation goals that align with their market aspirations using the Company’s DEI strategy and our social justice framework for action – listen, lead, invest and advocate.
Highlighted our representation progress: Disclosed our representation of women globally and ethnicity in the United States in our 2020 Business & ESG Report. We also published our 2020 EEO-1 data on our website for the first time in 2021.
Responded to racist and xenophobic incidents targeting Asian Americans and Pacific Islanders (“AAPI”) in the United States: Developed actions in support of the AAPI community and reaffirmed our commitment to provide equity and equality for all. Joined as founding partners of The Asian American Foundation by committing to making donations to causes that support AAPI advocacy over the next five years.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 49

ENHANCEMENTS TO 2022 EXECUTIVE COMPENSATION PROGRAMS

We recognize that incentive plans evolve over time and should be reactive to the changing needs and strategies of the business. In February 2022, the Committee approved the following enhancements to the Company’s executive compensation programs, effective beginning in 2022.

Connecting ESG to Executive Compensation

The Company’s ESG goals are not only embedded in its operations, but we believe are key drivers of future growth. Tying ESG goals to executive compensation has been a priority for this Committee. To reinforce this objective, we approved plans to link ESG performance measures to our annual incentive and long-term incentive programs for executives. We believe the selected areas of focus align to the Company’s priority issues and reinforce accountability in both the short- and long-term for our executives.

ANNUAL INCENTIVE

For 2022, 10% of the Business Performance Factor will be weighted based on the achievement of predetermined quantitative and qualitative goals that are reflective of and help drive our commitments with respect to DEI, including our 2030 aspirations to be 50% led by women globally, and, in the United States, to align race and ethnicity representation to U.S. census data.

LONG-TERM INCENTIVE

The 2022-2024 PSU award includes an additional environmental sustainability performance measure that comprises 10% of the award and will be equally weighted based on the achievement of predetermined goals related to the Company’s World Without Waste packaging strategy and its 2030 water security strategy, which are among the Company’s top environmental sustainability priorities.

Long-Term Alignment of CEO Pay

One of the core principles of our executive compensation philosophy is to align executives’ interests with those of our shareowners, with the ultimate goal of appropriately motivating executives to drive long-term shareowner value. The majority of pay for executives is at-risk and performance-based, with measures aligned to the Company’s growth strategy.

For 2022, the Committee increased the portion of stock options granted to Mr. Quincey under his annual long-term incentive award from 33% to 50% of the total award opportunity. We believe this shift in weighting will further increase alignment between Mr. Quincey and shareowners over the long term, as it puts a greater portion of his total compensation at risk if the Company does not deliver growth to its shareowners. The remaining 50% of Mr. Quincey’s annual long-term incentive award was granted in the form of PSUs, further connecting any potential future payment directly to achievement of long-term financial and ESG results.

HELENE D. GAYLE
CHAIR

ALEXIS M. HERMAN

MARIA ELENA LAGOMASINO



Table of Contents

50 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Talent and Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2021.

      
                                

JAMES QUINCEY
Chairman of the Board and Chief Executive Officer

JOHN MURPHY
Executive Vice President and Chief Financial Officer

MANUEL ARROYO
Chief Marketing Officer

ALFREDO RIVERA
President, North America Operating Unit

BRIAN J. SMITH
President and Chief Operating Officer

BRADLEY M. GAYTON
Former Senior Vice President and General Counsel

2021 PERFORMANCE IN REVIEW

The Company set out to emerge stronger than we were before the pandemic, and we have achieved that ambition. In 2021, our senior leaders, including the Named Executive Officers, ensured that we executed on our strategies and delivered on our objectives. The charts below highlight the compound annual growth rate (“CAGR”) from 2019 to 2021 of the key financial measures (as reported under GAAP) underlying our compensation programs, demonstrating our strong 2021 financial performance that is ahead of pre-pandemic levels.

NET OPERATING
REVENUES ($B)

    

OPERATING INCOME
($B)

    

EARNINGS PER SHARE
($)

    

CASH FLOW FROM
OPERATIONS ($B)

PAY FOR PERFORMANCE

Our five key objectives are designed to align everyone in the organization, including our executives, on the behaviors that will drive sustainable growth. Our leaders delivered on these five key objectives in 2021 to help the Company emerge stronger.

                       

Win More Consumers

Gain Market Share

Strong System Economics

Strengthen Stakeholder Impact

Equip the Organization to Win

Our compensation structure is intended to align the outcomes of executive rewards with the interests of our shareowners in accordance with our pay-for-performance philosophy. As reflected in the charts below, our annual incentive and PSU programs have features, including varied financial measures and the relative TSR modifier, that resulted in payouts for our Named Executive Officers that were consistent with Company performance.

ANNUAL INCENTIVE PAYOUT
% of Target

     

LONG-TERM INCENTIVE PSU PAYOUT
% of Target

*Discretionary incentive payment for 2020
**Reflects application of the relative TSR modifier


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 51

SHAREOWNER RETURN

Our Named Executive Officers are focused on delivering returns to our shareowners. As reflected in the first chart below, in February 2022 we announced a 4.8% increase in our dividend per share of Common Stock, representing the 60th consecutive annual increase. The second chart below shows how a $100 investment in the Company’s Common Stock on December 31, 2016 would have grown to $168 on December 31, 2021, with dividends reinvested.

GROWTH IN DIVIDEND PER SHARE
OF COMMON STOCK
      TOTAL SHAREOWNER RETURN(1)
(1) Source: FactSet Research Systems Inc. The chart compares the total shareowner return on the Company’s Common Stock to the same investment in the S&P 500 Index and the Company’s 2021 compensation comparator group (see page 62) over the same period, with dividends reinvested on the day of issuance. Includes the Company’s 2021 compensation comparator group for the five-year period whether or not a company was included in the group for the entire period. For foreign companies included in the comparator group, market value and total shareowner return have been converted to U.S. dollars. Market returns are weighted by relative market capitalization and are adjusted for spin-offs and special dividends.

2021 COMPENSATION OUTCOMES

The Committee is accountable for making decisions about executive compensation that are in the best long-term interests of our shareowners. We strive to achieve this through adherence to our compensation philosophy and core principles and by carefully considering feedback received from shareowners to continually enhance our compensation programs.

The table set forth below illustrates the total direct compensation (in millions) for each of our Named Executive Officers* in 2021.

        James Quincey       John Murphy       Manuel Arroyo       Alfredo Rivera       Brian J. Smith
LONG-TERM INCENTIVE                   $ 16.5                $ 5.5                   $ 4.5                   $ 2.5                 $ 6.0
ANNUAL INCENTIVE 6.4 2.2 1.6 1.3 3.2
BASE SALARY 1.6 0.9 0.6 0.6 0.9
TOTAL DIRECT COMPENSATION** $ 24.5 $ 8.6 $ 6.8 $ 4.4 $ 10.1
* On April 20, 2021, Mr. Gayton resigned his employment with the Company and entered into a consulting agreement (the “Consulting Agreement”) with the Company under which he is serving as Strategic Consultant to the Chairman and CEO until April 30, 2022. As part of the annual cycle, along with the other Named Executive Officers, Mr. Gayton received a long-term incentive award and 2021 emerging stronger PSU award in February 2021. During his employment with the Company in 2021 prior to his resignation, Mr. Gayton also received a salary at his annual base salary rate of $783,000. In connection with entering into the Consulting Agreement, Mr. Gayton forfeited all equity awards that he held at the time, including all previously granted long-term incentive awards. Pursuant to the terms of the Consulting Agreement, Mr. Gayton received a lump sum payment in the amount of $4,000,000 and monthly consulting fees in the total aggregate amount of $5,333,333 in 2021.
** Total Direct Compensation comprises base salary, actual annual incentive and the grant date fair value of the long-term incentive awards for 2021. Certain columns may not add due to rounding.


Table of Contents

52 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

OUR COMPENSATION PHILOSOPHY
AND CORE PRINCIPLES

While we consider a number of factors in our pay decisions, we are guided by the following core philosophies and principles:

PAY FOR
PERFORMANCE

The vast majority of pay for executives is at-risk and performance-based with measures aligned to the Company’s growth strategy. Company performance is assessed in two ways:

The Company’s operating performance, including results against long-term growth targets
Return to shareowners over time, both on an absolute basis and relative to our peers

ALIGNMENT WITH
SHAREOWNERS

Our compensation programs are designed to align executives’ interests with those of our shareowners. A majority of pay for our Named Executive Officers is tied to Company performance. We also maintain stock ownership guidelines for all executives and remain committed to our Equity Stewardship Guidelines.

PROVIDE PROGRAMS
THAT DRIVE LONG-TERM
PROFITABLE GROWTH

We invest in and reward talent with the greatest potential to drive the long-term profitable growth of our Company, while holding employees accountable to the Company’s strategy and values.

SIMPLICITY AND
TRANSPARENCY

Our compensation programs include clear performance measures and line of sight for employees.

RECOGNITION OF
INDIVIDUAL
PERFORMANCE

Our compensation programs reward individual performance in a number of areas that contribute to our growth and success. For example, the Company’s executives are responsible for achievement of non-financial goals, which are critical to the long-term success of our business, reflect our external responsibility as global leaders, and add value for our shareowners and other stakeholders.

In addition, individual performance against our cultural values and leadership behaviors is also taken into consideration in our compensation programs. Executives are thus motivated to deliver results that align with Company values and shareowner interests.

CONSIDER THE
COCA-COLA SYSTEM

Our employees are required to operate and have influence in the context of our broad and complex global Coca-Cola system, which includes our approximately 225 bottling partners around the world. While the Company had $38.7 billion in 2021 reported net operating revenues and employed approximately 79,000 people as of December 31, 2021, the Coca-Cola system generates more than $100 billion in annual revenues, operates in more than 200 countries and territories and employs more than 700,000 people. Our executives and employees must not only manage our business but also support our bottling partners and other partners. This alignment and a shared vision of success are critical to drive long-term growth.

ALIGNMENT OF
APPROACH ACROSS
THE WORKFORCE

Our people, at every level, are our most important asset. The Committee takes seriously the Company’s goal to structure pay programs, from the CEO down through the entire workforce, in a manner that reinforces the Company’s growth agenda. The Committee also understands that CEO pay should be perceived as reasonable relative to overall employee pay. The compensation approach used to set CEO and Named Executive Officer pay is the same approach used in determining compensation for the broader workforce, including pay competitiveness and the use of performance-based measures that reward exceptional financial performance. In its discretion in determining CEO and Named Executive Officer pay, the Committee may also consider other factors that it regularly reviews, including shareowner and employee feedback, the shareowner advisory vote on compensation, CEO pay ratio, global pay fairness, and progress against diversity goals.


CHECKLIST OF COMPENSATION PRACTICES
WHAT WE DO
Base the vast majority of executive pay on business performance; pay is not guaranteed
Align pay outcomes with individual and Company performance
Engage in a rigorous target-setting process for incentive measures
Adhere to an equity burn rate commitment of 0.4% or less
Apply share ownership and share retention policies
Provide limited perquisites with sound business rationale
Include “double-trigger” change in control provisions in equity awards
Prohibit short sales, hedging and pledging of Company stock by executive officers and Directors
Regularly assess the risk-reward balance of our compensation programs in order to mitigate undue risks in our programs
Include clawback provisions in our key compensation programs
WHAT WE DON’T DO
No employment contracts unless required by law
No dividends or dividend equivalents on unearned PSUs or restricted stock units
No repricing of underwater stock options
No tax gross-ups for personal aircraft use or financial planning
No special change in control severance provisions for executive officers
No tax gross-ups related to change in control



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 53

               

Talent and
Compensation
Committee Oversight
is a Year-Round
Process

We have a robust annual cycle to plan, review and execute the executive compensation process including  year-round engagement efforts with our shareowners, and to oversee the Company’s strategies relating to talent, leadership and culture, including DEI.

When evaluating pay reported in the 2021 Summary Compensation Table against Company performance, it is important to consider the timing of compensation decisions and which performance period informs each of the annual and long-term incentive awards. For instance:

Annual incentive awards reported for 2021 were decided in February 2022 and reflect performance against targets set in February 2021 for operating income and April 2021 for net operating revenues; and
Annual long-term incentive awards reported for 2021 were granted in February 2021 and reflect the individual’s potential to drive future growth.

Highlights from our 2021 agenda are set forth in the adjacent table.

JAN-MAR

Evaluated 2020 business performance, individual contributions, and future potential of executives in order to determine individual compensation decisions
Reviewed overall robustness and rigor of performance measures and targets for 2021 performance cycle
Finalized performance measures and targets for upcoming performance cycles with the exception of our net operating revenues target for the annual incentive
   

APR-JUN

Finalized net operating revenues target for 2021 annual incentive performance cycle based on an assessment of potential impacts of COVID-19 pandemic on Company performance
Discussed shareowner engagement activities and feedback
Reviewed results of “say-on-pay” advisory vote of shareowners
 
   

JUL-SEP

Reviewed talent, leadership and culture strategy and progress against talent management and DEI goals (e.g., succession, acceleration and retention of talent)
Reviewed results of global pay fairness analysis
Reviewed program designs for the upcoming performance cycles, including the incorporation of ESG measures into annual and long-term incentive programs
Evaluated and set compensation comparator group to be used for 2022
    

OCT-DEC

Completed a risk assessment of all compensation programs
Benchmarked compensation programs and pay opportunities against the compensation comparator group
Reviewed progress against talent, leadership, culture and DEI strategy; reviewed workplace compliance with U.S. federal government requirements
Finalized ESG measures for inclusion in compensation program design for 2022
     


Table of Contents

54 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

ELEMENTS OF EXECUTIVE COMPENSATION

We generally provide three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. In addition, we provide limited perquisites (see page 61) and standard retirement and benefit plans (see pages 64 and 107).

BASE SALARY            ANNUAL INCENTIVE             LONG-TERM INCENTIVE
Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. Base salary is reviewed and adjusted when appropriate to maintain market competitiveness. Increases in base salary are not automatic or guaranteed.

Variable cash compensation designed to reward results in the prior year. Annual cash incentives are based on:

Company financial measures chosen to drive our growth strategy (net operating revenues and operating income)
Individual performance

Equity awards designed to motivate executives and reward potential to drive long-term growth, as well as to align the interests of employees with those of shareowners. Grants are awarded in the form of stock options and performance share units.

2021 performance measures are as follows:

Net operating revenues
Earnings per share
Free cash flow
Total shareowner return modifier

IMPORTANT FACTS ABOUT OUR INCENTIVE TARGETS

Rigor of Incentive Targets       Choice of Incentive Measures

The Committee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short term and long term and establishing realistic but rigorous targets that continue to motivate and retain executives.

In 2021, the Committee continued to dedicate time to assess the robustness and rigor of our incentive targets, considering the following:

Performance levels necessary to achieve our long-term goals and deliver superior shareowner returns
The likelihood of achieving various levels of performance based on our long-term business plan
Measures, program designs and results at companies in our comparator group
Performance relative to our comparator companies

Consistent with prior years, the Committee set the majority of the performance measures and targets in February 2021. However, due to the continuing uncertainty related to the COVID-19 pandemic, the Committee delayed setting the target for net operating revenues for the annual incentive award until April 2021 to allow more time to understand how the business might be impacted by the pandemic throughout the year, and to better determine a realistic target that would drive motivation and engagement. The Committee ultimately set the net operating revenues target in line with the top end of the Company’s external guidance provided in February and April 2021.

     

The key financial measures in our incentive plans align with our growth strategy, are widely used measures to evaluate the success of our business by investors, are prevalent amongst our compensation comparator group, and are highly correlated with long-term value creation. To evaluate performance in a manner consistent with how management evaluates our operating results and trends, the key financial measures in our annual and long-term incentive plans are measured on a non-GAAP basis. We make certain adjustments when calculating these results, such as for the impact of foreign currency exchange rate fluctuations, items impacting comparability, changes in financial accounting reporting regulations, and costs and other financial implications associated with certain corporate transactions.

Our incentive targets are currency neutral because the Committee believes these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions which help drive long-term sustainable growth rather than which address short-term currency fluctuations. This philosophy has been in place for several years, and we review this issue regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations.



Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 55

Base Salary

Base salary is fixed cash compensation delivered in return for day-to-day job responsibilities, leadership skills and experience. Market-competitive base salaries help attract and retain executive talent. Base salary is not intended to reward past performance.

The Committee annually reviews the base salaries of our Named Executive Officers and makes adjustments when appropriate based on market competitiveness. The Committee may also make periodic adjustments in connection with promotions or changes in responsibility.

In 2021, adjustments were made to the base salaries of each of the Named Executive Officers other than Mr. Quincey to align with market competitiveness.

Name       Base Salary
(12/31/2020)
($)
      Base Salary
(12/31/2021)
($)
Mr. Quincey    $ 1,600,000    $ 1,600,000
Mr. Murphy 840,000 895,000
Mr. Arroyo 630,000 650,000
Mr. Rivera 630,000 650,000
Mr. Smith 867,000 910,000
Mr. Gayton 760,000 *
* Prior to Mr. Gayton’s resignation from the Company in 2021, his annual rate of base salary was $783,000.

Annual Incentive Compensation

Annual cash incentives are determined under the Performance Incentive Plan and are designed to reward annual performance and individual contributions that support business results and strategy. Awards for our Named Executive Officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth strategy (“Business Performance Factor”), as well as the executive’s individual performance (“Individual Performance Amount”).

 
BASE
SALARY
×    TARGET
PERCENTAGE
   ×    BUSINESS
PERFORMANCE
FACTOR
   + INDIVIDUAL
PERFORMANCE
AMOUNT*
= ANNUAL
INCENTIVE
AMOUNT
 
* The maximum percentage of an individual’s target award that could be awarded for the Individual Performance Amount in 2021 was 30%, but no individual’s Annual Incentive Amount could exceed 200% of target.

BUSINESS PERFORMANCE FACTOR

Actual annual incentive awards under the Performance Incentive Plan for the Named Executive Officers are primarily driven by the Business Performance Factor, which follows a formulaic calculation utilizing financial performance targets determined at the outset of the performance period (with the exception of the net operating revenues target, which was determined in April 2021). The Committee selects measures and targets that it believes are consistent with the Company’s strategic goals and which are designed to be challenging but achievable.

For Messrs. Quincey, Murphy, Arroyo, Smith and Gayton, the Committee approved a Business Performance Factor design that was weighted 50% for overall Company net operating revenue growth and 50% for overall Company operating income growth (“Overall Company Performance”). For Mr. Rivera, who had responsibility in 2021 for the Company’s North America Operating Unit (“NAOU”), the Committee approved a Business Performance Factor design that was weighted 2/3 for Overall Company Performance, as described above, and 1/3 for the performance of the NAOU, measured by its net operating revenue growth and operating income growth, each weighted equally.

Actual net operating revenue and operating income growth results were rounded to the nearest half percent, and then the payout for each performance measure was weighted to determine the final Business Performance Factor. For 2021, the earned payout could range from 0% to 200% of the target incentive and a minimum threshold must be achieved in order to receive a payout. For 2021, the maximum payout was set to be difficult to achieve and our payout results reflect our extraordinary business performance for the year.


Table of Contents

56 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

The overall Company targets and results for 2021 were as follows:

Performance Measure*       Target**                   Result       Weighting       Weighted
Result
Net Operating Revenue Growth Actual: 15.5% 200% 100%
Operating Income Growth Actual: 12.0% 200% 100%
Company Performance Factor 200%
* Net operating revenue growth is organic, which is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of changes in foreign currency exchange rates. Operating income growth is comparable currency neutral (adjusted for structural changes), which is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability, the impact of changes in foreign currency exchange rates, and the impact of structural changes, as applicable. Items impacting comparability include asset impairments, strategic realignment initiatives, productivity and reinvestment initiatives, transaction gains/losses, and other items. Structural changes generally refer to acquisitions and divestitures of bottling operations, including the impact of intercompany transactions among our operating segments. Using these adjusted measures of net operating revenues and operating income growth is appropriate because they provide a more consistent comparison against the prior year.
** The specific targets for the NAOU are not disclosed because they relate to business operations in a specific geography and disclosure could result in competitive harm.

The base salary, target annual incentive and 2021 Business Performance Factor for each of our Named Executive Officers were as follows:

Name       Base Salary
(12/31/2021)
($)
      Target
(%)
      Target
Annual
Incentive
($)
      Business
Performance
Factor
(%)
Mr. Quincey    $ 1,600,000 200%  $ 3,200,000 200%
Mr. Murphy 895,000 125% 1,118,750 200%
Mr. Arroyo 650,000 125% 812,500 200%
Mr. Rivera* 650,000 100% 650,000 200%
Mr. Smith 910,000 175% 1,592,500 200%
Mr. Gayton** 100%
* For Mr. Rivera, the Business Performance Factor was weighted 2/3 for Overall Company Performance (at 200%) and 1/3 for NAOU performance (at 200%).
** In connection with entering into the Consulting Agreement, Mr. Gayton ceased to participate in the Company’s annual incentive program on April 20, 2021 and did not receive a 2021 annual incentive award.

INDIVIDUAL PERFORMANCE AMOUNTS

For the Individual Performance Amount, the Committee considers each Named Executive Officer’s individual contributions to overall Company results and operational goals, achievement of key strategic objectives and contributions toward evolving the Company’s organization and culture. An Individual Performance Amount may be awarded based on an assessment of an executive’s individual performance throughout the year as guided by the individual’s scorecard. The scorecard provides a framework to clearly define specific action items in support of the Company’s key objectives: win more consumers; gain market share; strong system economics; strengthen stakeholder impact; and equip the organization to win. The maximum percentage of an individual’s target award that could have been awarded for individual performance in 2021 was 30%; however, because the Company’s Business Performance Factor resulted in a maximum 200% payout, the Individual Performance Amount was capped at 0% under the Performance Incentive Plan.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 57

Long-Term Incentive Compensation

The Company’s long-term incentive compensation programs are designed to reward performance over the longer term and align the interests of employees with those of shareowners. The vast majority of these awards are performance-based. In 2021, all annual long-term incentive awards were equity-based for our Named Executive Officers. All equity awards are subject to our Equity Stewardship Guidelines. An update regarding our 2021 progress against these guidelines is included on page 60 under Equity Stewardship Guidelines and Scorecard.

LONG-TERM INCENTIVE ANNUAL AWARDS: AMOUNTS AND PERFORMANCE MEASURES

The Committee sets award ranges for long-term incentive compensation at the senior executive levels. In 2021, the ranges were informed by surveys of our comparator group’s and similar companies’ pay practices. The Committee does not target a specific percentile ranking against our comparator group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including individual performance and to reflect support of the larger Coca-Cola system. Consideration is also given to the individual’s skills, impact, experience and future potential.

Once the value of the 2021 long-term incentive award was determined, the Committee granted the long-term incentive award as a combination of: (i) stock options; (ii) PSUs with a three-year performance period; and (iii) a 2021 emerging stronger PSU award with a two-year performance period. The 2021 emerging stronger PSU award was granted to motivate and reward employees to continue to drive Company performance, emerge stronger from the pandemic and accelerate the Company’s transition to become a networked global organization. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for GAAP accounting purposes, the 2021 Summary Compensation Table may not reflect the same stock option and PSU values described below. In addition, the values for GAAP accounting purposes can increase or decrease each year, causing volatility in the long-term incentive awards reported.

HOW STOCK OPTION AWARD AMOUNTS WERE DETERMINED

When determining the number of stock options awarded, a Black-Scholes value is calculated and a floor and ceiling are then applied based on a 30-day average stock price. This “guardrail” helps manage our burn rate commitment and mitigate against excessively high and low Black-Scholes values.
For stock option grants in 2021, our guardrail was used, which valued options at 20% of the 30-day average stock price. This resulted in significantly fewer stock options being granted than what would have been granted using a pure Black-Scholes model.

HOW PSU AMOUNTS AND TARGETS WERE DETERMINED

The number of PSUs awarded was calculated using a 30-day average stock price.
For the annual PSU award granted in 2021 with a three-year performance period, performance measures were equally weighted among growth in net operating revenues, earnings per share and free cash flow, and the award includes a relative TSR modifier to further align awards with the interests of shareowners. Performance targets for growth in these measures were derived from our long-term growth plan, and set by the Committee after a detailed review, which included benchmarking performance and evaluating the practices of comparator companies.
For the 2021 emerging stronger PSU award granted in 2021 with a two-year performance period, performance is weighted 100% on growth in earnings per share, and the award includes a relative TSR modifier. The performance target for growth in earnings per share was derived from our long-term growth plan. The 2021 emerging stronger PSU award comprises less than 15% of the Company’s total long-term incentive awards that were granted in 2021.
For all PSU awards granted in 2021, participants would receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure, prior to application of the relative TSR modifier. The number of shares earned from PSU awards will be reduced or increased for Named Executive Officers if TSR over the performance period relative to our compensation comparator group (see page 62) falls outside of a defined predetermined range. Specifically, after the performance results are certified, the award will be modified up or down as follows, if applicable:

If total shareowner return over the performance period is:       Then:
At or above the 75th percentile of the comparator group The award will be increased 25%
At or above the 25th and below the 75th percentile of the comparator group No change will be made to the award
Below the 25th percentile of the comparator group The award will be decreased 25%

If there is no change to the PSU payout because the relative TSR modifier is not applicable, PSU payouts can range from 0% to 200%. If the threshold level or greater is achieved for each of the performance measures, and if the relative TSR modifier is applicable, PSU payouts can range from 38% to 250%.


Table of Contents

58 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

2021 LONG-TERM INCENTIVE AWARDS

The Committee approved the following long-term incentive awards to the Named Executive Officers in February 2021.

Name       2021 Long-Term
Incentive Award
($)
      2021-2023
Performance
Share Units
(#)
      2021-2022
Emerging Stronger
Performance
Share Units
(#)
      Options
(#)
Mr. Quincey         $ 16,472,735 221,772 66,538 554,597
Mr. Murphy 5,490,800 73,924 22,177 184,866
Mr. Arroyo 4,492,470 60,483 18,145 151,254
Mr. Rivera 2,495,854 33,602 10,081 84,030
Mr. Smith 5,989,944 80,644 24,193 201,672
Mr. Gayton* 1,441,559 21,505 3,226 53,779
* In connection with entering into the Consulting Agreement on April 20, 2021, Mr. Gayton forfeited all equity awards he held at the time, including the long-term incentive awards reflected in the table above.

STATUS OF ANNUAL PSU PROGRAMS

Performance Period
and Measure
      Performance Levels Status

2019-2021(1)(2)(3)(4)(5)


Results were certified in February 2022.
Net operating revenue compound annual growth was below the target performance level, earnings per share compound annual growth was above the target performance level and cumulative free cash flow was above the maximum performance level. This resulted in an initial payout calculation of 132%. However, the relative TSR modifier was applied, as total shareowner return was below the 25th percentile for the performance period. Final payout was certified at 99% for total Company performance.

1/3 compound annual growth in net operating revenues

1/3 compound annual growth in earnings per share

1/3 cumulative free cash flow

2020-2022(1)(2)(3)(4)

As of December 31, 2021, payout was projected above the target level. Company performance over the remaining year of the performance period will determine the number of shares earned, if any.
Results will be certified in February 2023, including applying the relative TSR modifier, if applicable.

1/3 compound annual growth in net operating revenues

1/3 compound annual growth in earnings per share

1/3 cumulative free cash flow

2021-2023(1)(2)(3)(4)

As of December 31, 2021, payout was projected above the target level. Company performance over the remaining two years of the performance period will determine the number of shares earned, if any.
Results will be certified in February 2024, including applying the relative TSR modifier, if applicable.

1/3 compound annual growth in net operating revenues

1/3 compound annual growth in earnings per share

1/3 cumulative free cash flow

2021-2022 Emerging Stronger (1)(6)

As of December 31, 2021, payout was projected at the maximum level. Company performance over the remaining year of the performance period will determine the number of shares earned, if any.
Results will be certified in February 2023, including applying the relative TSR modifier, if applicable.
compound annual growth in earnings per share
(1) Participants receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 59

(2) The PSU program provides for comparable currency neutral net operating revenue growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from net operating revenue growth reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral net operating revenue growth for the 2019-2021 period was adjusted, and the calculation for the 2020-2022 and 2021-2023 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The calculation for the 2020-2022 and 2021-2023 periods will also be adjusted to exclude the impact of accounting changes, if applicable. Beginning with the 2021-2023 period, the calculation will be adjusted for any unusual items that are significant to the Company as a whole, and these items are approved by the Talent and Compensation Committee.
(3) The PSU program provides for comparable currency neutral earnings per share growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from earnings per share reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral earnings per share growth for the 2019-2021 period was adjusted, and the calculation for the 2020-2022 and 2021-2023 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2020-2022 and 2021-2023 periods will also be adjusted to exclude the impact of accounting changes, if applicable. Beginning with the 2021-2023 period, the calculation will be adjusted for any tax impacts resulting from the application of tax court rulings and/or settlements arising from the Statutory Notice of Deficiency from the Internal Revenue Service received on September 17, 2015 (the “2015 Notice of Deficiency”) and will also be adjusted for any unusual items that are significant to the Company as a whole, and these adjustments are approved by the Talent and Compensation Committee.
(4) The PSU program provides for free cash flow to be based on a cumulative three-year absolute target amount tied to Company performance. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and equipment. The net income component of net cash provided by operating activities for the 2019-2021 period was adjusted, and the 2020-2022 and 2021-2023 periods will be adjusted, for the impact of currency. Free cash flow for the 2020-2022 and 2021-2023 periods will be adjusted for acquisitions, divestitures and structural changes that are significant to the Company as a whole, the impact of accounting changes and certain cash payments for pension plan contributions, if applicable. Beginning with the 2021-2023 period, free cash flow will be adjusted for any tax impacts resulting from the application of tax court rulings and/or settlements arising from the 2015 Notice of Deficiency and will also be adjusted for any unusual items that are significant to the Company as a whole, and these items are approved by the Talent and Compensation Committee.
(5) The net operating revenue, earnings per share and free cash flow targets for the 2019-2021 PSU program include the acquisitions of Costa Limited, Chi Ltd. and the Philippine bottling operations.
(6) The PSU program for the 2021-2022 period provides for comparable currency neutral earnings per share growth to be based on a two-year compound annual growth target tied to Company performance. This measure differs from earnings per share reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral earnings per share growth for the 2021-2022 period will be adjusted to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole and the impact of accounting changes, if applicable. In addition, the calculation will be adjusted for any tax impacts resulting from the application of tax court rulings and/or settlements arising from the 2015 Notice of Deficiency and will also be adjusted for any unusual items that are significant to the Company as a whole, and these items are approved by the Talent and Compensation Committee.

OTHER LONG-TERM INCENTIVE AWARDS

The vast majority of equity awards are made as part of the long-term incentive awards in February of each year; however, the Committee may during the course of the year determine to grant additional equity awards, which typically have been limited and in the form of time-based restricted stock units or performance-based awards.

From time to time, we establish additional performance-based programs related to specific performance goals to motivate and reward for specific initiatives. No Named Executive Officer received such an award in 2021, with the exception of the 2021 emerging stronger PSU award described above.

CONSULTING AGREEMENT WITH MR. GAYTON

On April 20, 2021, Mr. Gayton resigned his employment with the Company and entered into the Consulting Agreement under which he is serving as Strategic Consultant to the Chairman and CEO until April 30, 2022. Pursuant to the terms of the Consulting Agreement, in 2021 Mr. Gayton received a lump sum payment in the amount of $4,000,000, a waiver of the repayment obligations of certain benefits paid to him under his original employment letter dated July 15, 2020, and consulting fees of $5,333,333. Mr. Gayton will continue to receive a consulting fee of $666,666.67, paid monthly, through April 2022, subject to Mr. Gayton’s continued compliance with certain restrictive covenants contained in the Consulting Agreement. In connection with entering into the Consulting Agreement, Mr. Gayton also forfeited all equity awards that he held at the time.


Table of Contents

60 THE COCA-COLA COMPANY
2022 PROXY STATEMENT

EQUITY STEWARDSHIP GUIDELINES AND SCORECARD

We have adopted Equity Stewardship Guidelines, which specify how we will use long-term equity compensation with respect to the global employee population. The Equity Stewardship Guidelines can be viewed on the Company’s website at www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Documents.”

Under the Equity Stewardship Guidelines, we have committed to an annual burn rate of 0.4% or less, which makes availability of shares used for equity awards more certain. With respect to dilution, it is our intention to use the proceeds from stock option exercises by employees to repurchase shares over time, minimizing dilution, but such proceeds may at times be used for other corporate purposes. Actual dilution is expected to continue to be less than 1% per year. This approach provides us the flexibility to consider share repurchases in the context of our overall capital allocation strategy.

For transparency, we also provide an Equity Scorecard.

The annual equity awards represent the vast majority of equity awards granted during the year.
Total overhang includes outstanding awards granted under plans (“Prior Plans”) in place prior to adoption of The Coca-Cola Company 2014 Equity Plan, as amended (the “2014 Equity Plan”). Awards from Prior Plans that expire or are forfeited will not be issued or available for future issuance. Total overhang will decline each year as equity awards are exercised, and as awards from Prior Plans expire or are forfeited.
In the Equity Scorecard, actual dilution is how much the equity issued to employees reduces the value of existing shares.

2021 EQUITY SCORECARD

Description        2021
Burn Rate
Commitment
Maximum average burn rate of 0.4% for the 2014 Equity Plan. 0.40%
Actual Burn
Rate
The total number of shares underlying equity awards granted in the year, as a
percentage of Common Stock outstanding.
0.26%
Overhang The total number of shares underlying equity awards already granted plus those
available for future grants, as a percentage of Common Stock outstanding.
Prior
Plans
2014
Equity Plan
Total
With Equity Stewardship Guidelines(1) 0.84% 4.62% 5.46%
Actual
Dilution
A measure of how much the equity issued to employees reduces the value of existing
shares.(2)
0.59%
(1) With the burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares estimated to be used is 200 million (based on Common Stock outstanding decreasing by 1% each year).
(2) Calculated by dividing the number of net shares issued to employees during the year by the average number of shares of Common Stock outstanding. The number of net shares issued represents the difference between the total number of shares issued and the number of shares repurchased solely using proceeds from employee stock option exercises. Does not include additional share repurchases which further mitigate dilution. During 2021, the Company did not repurchase common stock under the share repurchase plan authorized by the Board.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 61

PERQUISITES AND OTHER PERSONAL BENEFITS

We provide a limited number of perquisites and other personal benefits to our Named Executive Officers. The table below summarizes and provides the business rationale for each of the perquisites and other personal benefits provided to the Named Executive Officers in fiscal year 2021. The Committee reviews and carefully considers the reasonableness of and rationale for providing these perquisites and believes these perquisites are consistent with market practice.

For more information about these perquisites and other personal benefits, and their values, see the discussion beginning on page 69.

Category Business Rationale
Aircraft Usage To allow travel time of our Chairman and CEO and President and Chief Operating Officer to be used productively for the Company; for security purposes due to the high profile and global nature of our business and our highly symbolic and well-recognized brands; and to ensure availability to respond to business priorities from any location around the world.
International Service Program To promote global mobility and development opportunities for individuals working outside their home country.
Financial and Tax Planning To address the complex tax and financial situations and assist in compliance with local country laws for a significant percentage of our senior executives with dual nationalities or work histories in a number of countries.
Other Executive physicals are made available to set an example for active, healthy living. Club membership privileges are provided to Mr. Murphy, primarily for business purposes.

HOW WE MAKE COMPENSATION DECISIONS

Shareowner Engagement and Results of 2021 Advisory Vote on Executive Compensation

The Company has a long-standing shareowner outreach program and routinely interacts with shareowners on a number of matters, including executive compensation (see page 34).

At the 2021 Annual Meeting of Shareowners, approximately 94% of the votes cast were in favor of the advisory vote to approve executive compensation. The Company took into account these results as well as feedback received from shareowners during engagement sessions when making the decisions described in this Compensation Discussion and Analysis.
At the 2022 Annual Meeting, we are again holding an advisory vote to approve executive compensation and will continue to consider the results of the advisory vote when making future compensation decisions.

Decision-Making Process

ROLE OF THE COMMITTEE

The Committee reviews and discusses the Board’s evaluation of the Chairman and CEO and makes preliminary determinations about his base salary, annual incentive, long-term incentive compensation, and other awards as appropriate. The Committee then discusses the compensation recommendations with the full Board, and the Committee approves final compensation decisions after this discussion.

ROLE OF THE CHIEF EXECUTIVE OFFICER

For other Named Executive Officers, the CEO considers performance and makes individual recommendations to the Committee on base salary, annual incentive, long-term incentive compensation, and other awards as appropriate. The Committee reviews, discusses, modifies and approves, as appropriate, these compensation recommendations.

TALENT AND COMPENSATION COMMITTEE RESOURCES AND TOOLS

The Committee uses several resources and tools, including competitive market information, to make compensation decisions in line with our compensation philosophy.


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62 THE COCA-COLA COMPANY
2022 PROXY STATEMENT

Compensation Comparator Group

We use a comparator group of companies when making certain compensation decisions. The comparator group is used as a reference point, but compensation paid at other companies is only one factor in the decision-making process. As noted above, our employees operate in the much larger Coca-Cola system but, when comparing size with comparator companies, we utilize only the net operating revenues and market capitalization of The Coca-Cola Company. We routinely review the selection criteria and companies in our comparator group. There were no changes to our comparator group in 2021.

The table below shows our criteria on how the comparator group was chosen and how it is used.

How the Comparator Group Was Chosen How We Use the Comparator Group* 2021 Comparator Group
Comparable size based on net operating revenues and market capitalization
Major global presence with sales and operations outside of the United States
Large consumer products business
Market-leading brands or category positions as defined by Interbrand
Financially strong companies
Available compensation data
As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges
To evaluate share utilization by reviewing overhang levels and annual burn rate
To benchmark the form and mix of equity awarded to employees
To benchmark share ownership guidelines
To assess the competitiveness of total direct compensation awarded to senior executives
To assess talent and recruitment practices
To compare Company performance and validate whether executive compensation programs are aligned with Company performance
As an input in designing compensation plans, benefits and perquisites
AT&T Inc.
Colgate-Palmolive Company
Danone S.A.
General Mills, Inc.
International Business Machines
Corporation
Johnson & Johnson
Kimberly-Clark Corporation
McDonald’s Corporation
Mondelēz International, Inc.
Nestlé S.A.
NIKE, Inc.
PepsiCo, Inc.
Pfizer, Inc.
Philip Morris International Inc.
The Procter & Gamble Company
Starbucks Corporation
Unilever PLC
Walmart Inc.
* Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some of these purposes when data is not publicly available for the foreign companies.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 63

Role of the Compensation Consultant

COMPENSATION CONSULTANT INDEPENDENCE

The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2021, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent consultant. Meridian reports directly to the Committee.

In accordance with the Committee’s Independent Compensation Consultant Policy, prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the Committee assesses the independence of the compensation consultant. Under the Independent Compensation Consultant Policy, a consultant is considered independent if:

The individual consultant and any consulting firm or organization that employs the consultant is independent of the Company;
The individual consultant does not provide services or products of any kind to the Company or its affiliates or to their management, other than in its capacity as the Committee’s advisor; and
The consulting firm may not provide any other services to the Company without the prior written consent of the Committee Chair.

The Committee assessed Meridian’s independence under the Independent Compensation Consultant Policy, including considering the following factors specified in the NYSE listing standards: (i) the provision of other services by the consulting firm to the Company; (ii) the amount of fees paid as a percentage of the total revenue of the consulting firm; (iii) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant or consulting firm with an executive officer of the Company. Meridian provided the Committee with confirmation of its independent status under the Independent Compensation Consultant Policy. Based on this evaluation, the Committee has determined that Meridian met the criteria for independence.

  COMPENSATION
CONSULTANT DUTIES
 
     
 
Reports directly to the Committee with regular interface with the Committee Chair
Attends all meetings of the Committee, including executive sessions without management present
Reviews the Company’s executive compensation strategy and programs to ensure appropriateness and market competitiveness
Provides research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees
Regularly updates the Committee on market trends, changing practices, and legislation pertaining to executive compensation and benefits
Advises the Committee on the appropriate comparator group for compensation and benefits

Risk Considerations

The Committee reviews the risks and rewards associated with the Company’s compensation programs. The programs are designed with features that the Committee believes mitigate risk without diminishing the incentive nature of the compensation. Our compensation programs encourage and reward prudent business judgment and appropriate risk taking over both the short term and the long term.
The Company’s incentive compensation programs contain appropriate risk mitigation features, including award caps, multiple performance measures, clawback features and ranges of awards. In addition, the share ownership and retention guidelines mitigate risk.
In 2021, the Company conducted, and the Committee reviewed, a global risk assessment. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan measures, number of participants, maximum payments and risk mitigation factors. Management and the Committee do not believe that any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.


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64 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

ADDITIONAL COMPENSATION INFORMATION

Share Ownership Guidelines

Share ownership guidelines align the executives’ long-term financial interests with those of shareowners.
All Named Executive Officers who have held their positions for more than five years, or have time remaining to be compliant, are in compliance with the share ownership guidelines.
The ownership guidelines, which cover approximately 60 executives, are as follows:

      Role       Value of Common Stock to be Owned*
Chairman and Chief Executive Officer 8 times base salary           
President and Chief Operating Officer 5 times base salary
Executive Vice Presidents; Presidents of North America, Latin America, Europe, and Global Ventures; and Chief Marketing Officer 4 times base salary
Other senior executives 2 times base salary
*

Shares are valued based on the average closing price of Common Stock for the prior one-year period.


Stock options do not count toward the ownership guidelines, and PSUs count only after the performance criteria have been met.
To ensure compliance with the guidelines, the Committee may direct that up to 50% of the annual cash incentive be withheld if an executive is not compliant. In addition, the Committee may mandate the retention of 100% of net shares, after settlement of taxes and transaction fees, acquired pursuant to equity awards granted on or after January 1, 2009.

Share Retention Policy

To ensure that our executives exhibit a strong commitment to Company stock, we have adopted a share retention policy. Our share retention policy applies in addition to the share ownership guidelines described above.
Executives who have not yet met their stock ownership objective must retain 50% of the shares (after paying taxes) obtained from option exercises or from the release of performance shares or restricted stock awards until the earlier of the date on which the stock ownership objective is met or separation from the Company.
Limited exceptions apply for donations of stock to charities, educational institutions or family foundations and for sales or divisions of property in the case of divorce, disability or death. The Committee is authorized to grant waivers in exceptional circumstances.

Clawbacks

The Company’s annual and long-term performance compensation, including equity compensation, is subject to recoupment, or “clawback,” in certain circumstances. These clawback provisions apply while an individual is employed and, if an employee separates from employment, until the later of one year from separation and payment of the applicable compensation.
In addition to any clawbacks required by law, regulation or applicable listing standards, the clawback provisions allow the Company to recoup payments if an employee or former employee engages in certain prohibited activities, which include violation of any Company policy (including the Company’s Code of Business Conduct), disclosing confidential information or trade secrets, accepting employment with competitors or soliciting Company employees.

Retirement and Benefit Plans

Named Executive Officers participate in the same retirement and benefit plans as the broader population of non-union employees, as applicable. These plans provide for basic retirement needs and serve as a safety net to protect against the financial catastrophes that can result from illness, disability or death.
Retirement plans generally include pension plans, retirement savings plans and deferred compensation plans. There are no special or enhanced pension formulas for the Named Executive Officers. See the 2021 Pension Benefits table on page 75 for the value of accumulated pension benefits for the Named Executive Officers.
Benefit plans generally include medical, dental and disability plans.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 65

Change in Control

The Company has change in control provisions in its annual Performance Incentive Plan, its equity plans and some of its retirement plans in which the Named Executive Officers participate. Equity plans include “double-trigger” change in control provisions.
Change in control provisions apply equally to all plan participants. There are no special change in control agreements or arrangements with any of the Named Executive Officers, and we do not provide a tax gross-up for any change in control situation.
The change in control provisions are intended to address the concern that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction might otherwise be motivated to act in their own interests rather than the interests of the shareowners.
For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning on page 78.

Tax and Accounting Implications of Compensation

Section 162(m) of the Tax Code limits the deductibility of certain compensation to $1 million per year for certain executive officers. While the Committee considers tax and accounting implications as factors when considering executive compensation, they are not the only factors considered. Other important considerations may outweigh tax or accounting considerations. In addition, the Committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws.
Historically, the Company’s annual and long-term incentive plans were structured with the intent of being exempt from the deduction limitation of Section 162(m) by enabling the Committee to grant compensation that constitutes “qualified performance- based compensation” under Section 162(m) of the Tax Code, if the Committee determined to do so.
The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017 (the “TCJA”), effective for tax years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
Despite the Committee’s efforts prior to November 2, 2017 to structure the Company’s annual and long-term incentive plans in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the TCJA, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) will be deductible under the TCJA’s transition relief.
Generally, under GAAP, compensation is expensed as earned. Equity compensation is expensed in accordance with ASC Topic 718, which is generally over the vesting period.


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66 THE COCA-COLA COMPANY
2022 PROXY STATEMENT
               

Compensation Committee Report

The Talent and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Talent and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Form 10-K.

     
HELENE D. GAYLE ALEXIS M. HERMAN MARIA ELENA LAGOMASINO
CHAIR

Compensation Committee Interlocks and Insider Participation

The Committee is composed entirely of the three independent Directors listed above. No member of the Committee is a current, or during 2021 was a former, officer or employee of the Company or any of its subsidiaries. During 2021, no member of the Committee had a relationship that must be described under the SEC rules relating to disclosure of Related Person Transactions. In 2021, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Talent and Compensation Committee.


Table of Contents

Notice of 2022
Annual Meeting
of Shareowners
Letter From Our
Chairman and Chief
Executive Officer
Refresh The
World. Make
A Difference.
Voting
Roadmap
Governance Share
Ownership
Compensation Audit
Matters
Shareowner
Proposals
Annexes 67

Compensation Tables

The following tables, footnotes and narratives discuss the compensation of our Named Executive Officers.

2021 SUMMARY COMPENSATION TABLE

Name and Principal Position(1)
(a)  
  Year
(b)
  Salary
($)
(c)
  Bonus
($)
(d)
  Stock
Awards
($)
(e)
  Option
Awards
($)
(f)
  Non-Equity
Incentive
Plan
Compensation
($)
(g)
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
  All Other
Compensation
($)
(i)
  Total
($)
(j)
James Quincey
Chairman of the Board and
Chief Executive Officer
2021 $ 1,600,000 $ 0 $ 13,672,020 $ 2,800,715        $ 6,400,000        $ 293,215 $ 117,928   $ 24,883,878
2020 1,600,000 960,000 11,442,461 3,148,632 0 759,678 472,703 18,383,474
2019 1,575,000 0 8,231,110 2,603,810 5,152,000 700,154 439,075 18,701,149
John Murphy
Executive Vice President and
Chief Financial Officer
2021 881,250 0 4,557,227 933,573 2,237,500 384,196 148,111 9,141,857
2020 830,000 315,000 3,814,134 1,049,544 0 944,894 97,251 7,050,823
2019 800,000 0 3,018,071 954,729 1,530,000 823,668 2,002,485 9,128,953
Manuel Arroyo
Chief Marketing Officer
2021 645,000 0 3,728,637 763,833 1,625,000 107,010 613,008 7,482,488
2020 622,125 236,250 2,981,948 820,551 0 194,715 727,913