UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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THE COCA-COLA COMPANY

TABLE OF CONTENTS

1	NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS		1
2	LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER		2
3	REFRESH THE WORLD. MAKE A DIFFERENCE.		4
4	VOTING ROADMAP		9
5	GOVERNANCE		10
	10	Letter from the Corporate Governance and Sustainability Committee
	11	ITEM 1 Election of Directors
	14	Board Membership Criteria
	15	Director Nomination Process
	19	Biographical Information About Our Director Nominees
	33	Board and Committee Governance
	42	Shareowner Engagement
	43	Additional Governance Matters
	45	Director Compensation
	48	Director Independence and Related Person Transactions
6	SHARE OWNERSHIP		50
	50	Directors and Executive Officers
	51	Principal Shareowners
	51	Delinquent Section 16(a) Reports
7	COMPENSATION		52
	52	ITEM 2 Advisory Vote to Approve Executive Compensation
	53	Letter from the Talent and Compensation Committee
	55	Compensation Discussion and Analysis
	71	Compensation Committee Report
	71	Compensation Committee Interlocks and Insider Participation
	72	Compensation Tables
	80	Payments on Termination or Change in Control
	85	Equity Compensation Plan Information
	86	Pay Ratio Disclosure
	87	Pay Versus Performance Disclosure
	90	ITEM 3 Approval of The Coca-Cola Company 2024 Equity Plan
	100	ITEM 4 Approval of The Coca-Cola Company Global Employee Stock Purchase Plan

8		AUDIT MATTERS		107
		107	Report of the Audit Committee
		110	ITEM 5 Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
9		SHAREOWNER PROPOSALS		113
		114	ITEM 6 Shareowner proposal requesting a report on risks created by the Company’s diversity, equity and inclusion efforts
		116	ITEM 7 Shareowner proposal requesting a report on non-sugar sweeteners
		118	ITEM 8 Shareowner proposal requesting a report on risks caused by the decline in the quality of accessible medical care
10		ANNEXES		120
		120	ANNEX A — Questions and Answers
		128	ANNEX B — Summary of Plans
		131	ANNEX C — Reconciliations of GAAP and Non-GAAP Financial Measures
	QUESTIONS AND ANSWERS
	Please see Questions and Answers in Annex A beginning on page 120 for important information about the 2024 Annual Meeting of Shareowners (the “2024 Annual Meeting”), proxy materials, voting, Company documents, communications, and the deadlines to submit shareowner proposals and Director nominees for the 2025 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 regarding the administration of our equity incentive plans or 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, 2023 (the “Form 10-K”) and those described from time to time in our future reports filed with the SEC.

1 NOTICE OF 2024
ANNUAL MEETING OF SHAREOWNERS

DATE & TIME	VIRTUAL MEETING LOCATION	ANNUAL MEETING WEBSITE	RECORD DATE
Wednesday, May 1, 2024 8:30 a.m. Eastern Time	The 2024 Annual Meeting of Shareowners will be held exclusively online. Visit https://meetnow. global/KO2024 to attend the meeting.	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.	Holders of record of our Common Stock as of March 4, 2024 are entitled to notice of, and to vote at, the meeting.

Voting Methods					Items of Business		Our Board’s Recommendation		Page
Your vote is important to us. Whether or not you plan to participate in the 2024 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting 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 120 of the attached Proxy Statement.						Company Proposals
					1	Elect as Directors the 14 Director nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Shareowners.		FOR each Director Nominee	11
					2	Conduct an advisory vote to approve executive compensation.		FOR	52
					3	Approve The Coca-Cola Company 2024 Equity Plan.		FOR	90
Advance Voting methods	Shareowners of Record (shares registered on the books of the Company via Computershare)				4	Approve The Coca-Cola Company Global Employee Stock Purchase Plan.		FOR	100
	INTERNET		PHONE	MAIL	5	Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2024 fiscal year.		FOR	110
	www.investorvote.com/ coca-cola		Call 1-800-652- VOTE or the telephone number on your proxy card	Sign, date and return your proxy card
						Shareowner Proposals
	Beneficial Owners (shares held through your bank, brokerage account or other nominee)				6	Vote on a shareowner proposal requesting a report on risks created by the Company’s diversity, equity and inclusion efforts.		AGAINST	114
	INTERNET	PHONE		MAIL	7	Vote on a shareowner proposal requesting a report on non-sugar sweeteners.		AGAINST	116
	www.proxyvote.com		Call 1-800-454-8683 or the telephone number on your voting instruction form	Sign, date and return your voting instruction form	8	Vote on a shareowner proposal requesting a report on risks caused by the decline in the quality of accessible medical care.		AGAINST	118
	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.					Shareowners will also transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

The 2024 Annual Meeting will be held exclusively online via live webcast. Our virtual format leverages the latest technology to provide expanded access to shareowners, while providing shareowners the same rights and opportunities as they would have at an in-person meeting. For the past several years, we have received consistent positive feedback regarding our virtual format. This format allows shareowners to attend a greater number of companies’ annual meetings, from any location around the world, at no cost to them. While you will not be able to attend the meeting at a physical location, as a shareowner of The Coca-Cola Company, you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting.

To attend the 2024 Annual Meeting, visit https://meetnow.global/KO2024. For more information on how to participate in the 2024 Annual Meeting, please see Annex A of the attached Proxy Statement beginning on page 120.

An electronic list of shareowners of record as of the record date will be available for inspection by shareowners for any purpose germane to the meeting from April 20 through April 30, 2024. To access the electronic list during this time, please send your request, along with proof of ownership, by email to shareownerservices@coca-cola.com. You will receive confirmation of your request and instructions on how to view the electronic list. Please see question 23 on page 125 of the attached Proxy Statement for more information.

We are making the Proxy Statement and the form of proxy first available on or about March 18, 2024.

By Order of the Board of Directors JENNIFER D. MANNING Corporate Secretary and Senior Vice President, Associate General Counsel March 18, 2024		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON MAY 1, 2024:
	The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge at www.edocumentview.com/coca-cola.

The Coca-Cola Company ●  1  ● 2024 Proxy Statement

2 LETTER FROM
OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

	We relentlessly pursue growth. We work to exceed the expectations of our consumers, customers, communities and employees.

To My Fellow Shareowners:

On behalf of the Board of Directors and the Coca-Cola team, thank you for your investment. We’re coming off another solid year in which our Company delivered strong growth and continued the momentum we’ve been building for several years. We achieved these results in the midst of many factors beyond our control, from inflation to currency headwinds to geopolitical tensions. We navigated these challenges by focusing on what’s in our control, and we made steady progress on our journey as a total beverage company. Our priorities are clear and unwavering — we refresh the world and make a difference. Our global system of more than 700,000 people continues to win in more than 200 countries and territories with incredibly diverse operating environments. Looking ahead, I’m inspired by the growth opportunities we see and our system’s steadfast focus on the future. We have 138 years of history but we see so much future opportunity for continued growth. Delivering Growth Our all-weather strategy remains focused on driving our top-line revenue and delivering stronger bottom-line returns. I’m confident in our ability to continue the Company’s sustainable growth. This starts with our portfolio of brands, combined with a refreshed marketing model and our system’s alignment around key goals and capabilities, including revenue growth management and improved integrated execution. We’ve gotten better and better at using data from the marketplace, both from our own research and from external sources. We’re converting that knowledge into sales. We have strong execution that caters to local consumer preferences, thanks to our powerful global system of independent bottlers. Our system is stronger than ever, with shared objectives. Collectively, we continue to invest for long-term growth. Dynamic Portfolio and Innovation We craft meaningful brands and a choice of drinks that people love. We’re leading the growth of a thriving beverage industry across categories and regions. We do this by remaining relentlessly consumer-centric. As consumer needs evolve, we’re positioned to serve those needs through our strong portfolio. With a long-term perspective, our system is focused on pursuing growth by building brands that consumers will choose each and every week of the year. To stay relevant, our total beverage portfolio must be dynamic. We continue to both streamline and expand. We move on from brands that don’t show the potential to scale, freeing up resources to invest in stronger opportunities. One of our key objectives is to closely follow consumer trends globally so we’re able to address changing needs and habits. This drives our innovation agenda. For example, in 2023, we launched limited-time offerings with Coke Creations, including Coca-Cola Y3000 Zero Sugar, a futuristic flavor co-created with human and artificial intelligence. The foundational goal for Coke Creations is to engage with a new generation of consumers. Innovation is a key enabler in creating new value. It includes creating new products and brand extensions, as well as the development of more sustainable packaging, more efficient equipment and the use of technology to improve our business. We expanded our alcohol ready-to-drink beverages portfolio with Jack Daniel’s & Coca-Cola. We also announced Absolut & Sprite, which recently launched in Europe.

The Coca-Cola Company ●  2  ● 2024 Proxy Statement

We continued to grow fairlife in 2023, including breaking ground on a new, state-of-the-art production facility in New York. Costa Coffee also had good momentum in its United Kingdom retail business. Innovating for Growth and Digital Transformation Our digital transformation is a foundational part of our ambitious growth strategy. We believe it will create value for consumers and customers, as well as across our enterprise and the overall Coca-Cola system. We’re on a multi-year — in fact, multi-decade — journey to embed and embrace the power of digital in every aspect of our business. For example, we’ve undergone a bold marketing transformation, and digital is a significant piece of our roadmap. We’re rapidly and more effectively engaging directly with consumers through experiences focused on passion points. We’re continuing to shift our spending, and our digital mix has gone from less than 30% in 2019 to approximately 60% of our total media spend in 2023. Generative artificial intelligence also has immense potential for our business and the industry, from marketing to how we work as an enterprise. We’re committed to being at the forefront of AI experimentation, learning and implementation. We intend to be a leader in using AI to support our marketing agenda and enhance overall operational effectiveness.  We’re embracing the need to take risks, responsibly experiment with AI across our system, and build on what we learn to drive scale. Sustainable Business We’re investing in solutions and making progress through collective action with industry partners, nonprofits and governments to create a better shared future. Each year, we publish a Business & Sustainability Report to share our progress and learnings. Water is a priority for the Company because it is essential to individuals, our beverages, our agricultural supply chain and the communities we serve. It’s also critical to public health, food security, ecosystem and the climate. We’ve replenished more than 100% of the water used in our finished beverages every year since 2015. This means that for every drop of water we use in our finished beverages, we return at least one back to nature and communities.	We care about the impact of every drink we sell. Our World Without Waste initiative — launched in 2018 — is designed to drive systemic change through a circular economy for our packaging. We have a number of goals, including to recover a bottle or can for every one we sell by 2030 and then to recycle and reuse it. Taking well-informed action to help address climate change is a priority for our Company. We’re working to reduce the Coca-Cola system’s greenhouse gas emissions and build resilience in our business, value chain and local communities. The World Belongs to the Discontented Finally, I want to talk about the competitive advantage that truly drives us. Our Company is always building for the future. As our legendary former Chairman Robert Woodruff said, “The world belongs to the discontented.” We relentlessly pursue growth. We work to exceed the expectations of our consumers, customers, communities and employees. When we do this, it leads to results for you, our shareowners. I’m inspired by what we’ve accomplished and excited about the promise of our future.
		We’re rapidly and more effectively engaging directly with consumers through experiences focused on passion points.
		JAMES QUINCEY Chairman and Chief Executive Officer The Coca-Cola Company

The Coca-Cola Company ●  3  ● 2024 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	JUICE, VALUE-ADDED DAIRY AND PLANT-BASED BEVERAGES AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy and Simply
WATER, SPORTS, COFFEE AND TEA Aquarius, Ayataka, BODYARMOR, Ciel, Costa, Dasani, doğadan, FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, I LOHAS, Powerade and Topo Chico	EMERGING Absolut & Sprite, Jack Daniel’s & Coca-Cola, Lemon-Dou, Schweppes Premium Drinks, Simply Spiked** and Topo Chico Hard Seltzer**

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

The Coca-Cola System

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 2.2 billion servings per day.	SYSTEM PARTNERS
	~200	~950
	Bottling Partners	Production Facilities
	~31M	2.2BN
	Customer Retail Outlets	Servings a Day

2023 Financial Highlights

REVENUE GROWTH		OPERATING INCOME GROWTH		EARNINGS PER SHARE GROWTH		CASH FLOW		DIVIDENDS PAID
6%	12%	4%	16%	13%	8%	$11.6 BN	$9.7 BN	$8.0 BN
Reported Net Operating Revenues vs. 2022	Organic Revenues vs. 2022 (Non-GAAP)	Reported Operating Income vs. 2022	Comparable Currency Neutral Operating Income vs. 2022 (Non-GAAP)	Reported Earnings Per Share (“EPS”) vs. 2022	Comparable EPS vs. 2022 (Non-GAAP)	Cash Flow from Operations	Free Cash Flow (Non-GAAP)	Returned to Shareowners

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 fluctuations 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 fluctuations 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 131 for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles in the United States (“GAAP”).

The Coca-Cola Company ●  4  ● 2024 Proxy Statement

Our Strategy

We are a networked global organization that combines the benefits of scale with deep local intimacy required to win in the marketplace. We deliver results through many different operating environments by continuously improving our world-class marketing and innovation, revenue growth management and integrated execution with our franchise bottling partners.

Stewarded Portfolio Investing to capture every consumption occasion	Stepped-Up Strategy Investing in key enablers to spin our flywheels faster	Strengthened Organization Investing in our networked organization to support future growth

2023 Business Highlights

In 2023, we achieved our near-term goals while positioning our business for the long term. Despite a challenging external backdrop, we grew volume in every quarter and delivered strong EPS growth for the year. We achieved this by winning on a local level, maintaining flexibility on a global level and reinvesting to build our capabilities for the long term. We remain committed to driving growth across our business and delivering on our purpose to refresh the world and make a difference.

Highlights from 2023 include the following:

DRIVING QUALITY LEADERSHIP ACROSS OUR PORTFOLIO	IMPROVING EXECUTION ACROSS ALL ELEMENTS OF OUR STRATEGY	BUILDING A STRENGTHENED ORGANIZATION
Coca-Cola Trademark gained both volume and value share, and we grew Coca-Cola Zero Sugar unit case volume by 5%. According to Kantar, Coca-Cola brand value increased $8 billion and is now the 10th most valuable brand in the world, up seven spots from 2022. Sparkling Flavors, which consists of brands such as Sprite, Fanta and Schweppes and regional brands such as Thums Up, gained overall volume and value share. According to Morning Consult, Sprite was named as the #1 beverage brand for Gen Z drinkers in the U.S. Juice, Value-Added Dairy and Plant-Based Beverages gained volume and value share. We grew fairlife volume by double digits year-over-year. Water, Sports, Coffee and Tea benefitted from strong performance in brands such as Fuze Tea, Topo Chico and Ciel. We continued our test-and-learn approach in alcohol ready-to-drink beverages. Jack Daniel’s & Coca-Cola was available in 14 markets globally at the end of 2023.	We activated Studio X, the digital ecosystem that integrates marketing disciplines and standardizes data and technology. Our digital mix has increased from less than 30% in 2019 to approximately 60% of our total media spend in 2023. We were named one of the Top 10 most innovative companies in augmented and virtual reality by Fast Company. We invested in innovation to improve our products, packaging and equipment. This includes investing to drive taste superiority across our total beverage portfolio. With respect to our packaging, we’re improving performance while reducing plastic usage. Over 40 markets have at least one product sold in 100% recycled polyethylene terephthalate (“rPET”) packaging, excluding cap and label. We applied our revenue growth management and execution capabilities to deliver 2% volume growth despite inflationary pressures. By offering a total beverage portfolio in the right packages and at the right price points, we're driving category expansion.	We continue to make progress on our refranchising journey. In 2023, we completed the refranchising of Company-owned bottling operations in Vietnam, sold our stakes in the bottlers in Pakistan and Indonesia, and signed an agreement to sell our bottling operations in the Philippines. Along with eight of our bottling partners, we created a first-of-its-kind sustainability-focused venture capital fund. Helping to reduce the Coca-Cola system’s carbon footprint is a top priority for this fund, so it will initially prioritize the following areas: packaging, heating and cooling, facility decarbonization, distribution and supply chain. We enhanced our learning and related technologies to support our employees’ career growth. Our 2023 Culture & Engagement Survey results underscore the strong levels of employee pride and growth opportunities, with a strong number of respondents saying they are proud to work at The Coca-Cola Company and see good opportunities to learn and grow in their roles.

The Coca-Cola Company ●  5  ● 2024 Proxy Statement

Human Capital

Our people and our culture 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 purpose 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 strong and more sustainable business.

2023 NOTABLE WORKPLACE ACCOLADES

Ranked 15^th in Fortune’s annual ranking of the World’s Most Admired Companies Recognized as 2023 Top Employer of Choice by American Opportunity Index Included in the 2023 Bloomberg Gender-Equality Index Earned a 100% score on the Human Rights Campaign’s Corporate Equality Index for the 17^th consecutive year

Ranked in Forbes’ annual World’s Top Companies for Women Received the CEO Excellence in Gender Equity and Diversity Award by the Women Business Collaborative Ranked in the 90^th percentile in the Disability Equality Index for Best Places to Work by Disability:IN

OUR HUMAN CAPITAL PILLARS

LEADERSHIP, TALENT AND DEVELOPMENT

Our strategy is anchored in helping all employees grow and thrive within, and beyond, the Coca-Cola system. We are prioritizing development, increasing transparency and introducing more flexibility and choice to help employees achieve their career aspirations and to build a more agile, productive and empowered workforce. We focus on hiring and developing capable and diverse talent that reflects the markets we serve, along with investing in inspirational leadership, providing learning opportunities and building capabilities that equip our global workforce with the skills they need, all of which enhance and improve engagement and retention. We support all employees as leaders to be role models, to set the agenda for themselves and their teams, and to help people develop and grow – creating an environment for everyone to thrive.

DIVERSITY, EQUITY AND INCLUSION
		The Coca-Cola Company is for everyone. We believe that a diverse, equitable and inclusive workplace that reflects the markets we serve is a strategic business priority that is critical to the Company’s continued growth and success. We aim to create access to equal opportunities for our employees, become more inclusive and create a culture where all our people thrive. We embrace differences in backgrounds. We encourage authenticity, curiosity and accountability. We enable the conditions for learning, challenge, progress and growth.
	Our global diversity, equity and inclusion strategy is centered around three long-term ambitions. We continue to pursue and operationalize initiatives consistent with these ambitions that align with our business strategy.
		Aspire to develop a workforce that reflects the markets we serve	Enable an inclusive culture where all employees thrive	Advance equity and access within our business, communities and the marketplace
		1	2	3

The Coca-Cola Company ●  6  ● 2024 Proxy Statement

HUMAN RIGHTS
	Respect for human rights is a fundamental value of our Company. We strive to align our policies and practices with the UN Guiding Principles on Business and Human Rights across our value chain. We aim to meaningfully improve the lives we touch around the world.

Culture and Engagement

Each employee, leader and function across our Company contributes to our growth culture, which is grounded in our Company’s purpose. Our leaders are the stewards of culture change. We focus on four key growth behaviors – being curious, empowered, inclusive and agile – and we value how we work as much as what we achieve. Through our behaviors, actions and outcomes, we embody and shape the culture of the Company. We believe our culture enables our Company’s business strategy and shapes employee experiences.

Business Integrity
	Our Code of Business Conduct for employees and Code of Business Conduct for suppliers are both 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.

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. See page 35 for information regarding the Board’s oversight of human capital.

The Coca-Cola Company ●  7  ● 2024 Proxy Statement

Sustainability

Our purpose is to refresh the world and make a difference. We are a total beverage company with ambitious sustainability goals that aim to drive business growth and create a better shared future. We use the strengths of our business to invest in solutions that help our operations, our value chain and local communities adapt to change and build long-term success.

We report progress in the following sustainability areas: water stewardship; portfolio; circular economy of packaging; climate; sustainable agriculture; and people and communities, which includes human and workplace rights and diversity, equity and inclusion. 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 sustainability considerations into our daily actions.

water	PORTFOLIO	packaging
Water is a priority for the Company because it is essential for individuals, our beverages, our agricultural value chain and the communities we serve. Our ability to grow our business, as well as communities’ capacity to thrive, depends on access to clean water. That’s why our 2030 water strategy focuses on increasing water security. We know local water resources are impacted by changing weather patterns. Our strategy seeks to build greater resilience in the watersheds where scarcity impacts our business, supply chain and communities.	We are a total beverage company, which includes offering more choices with less sugar, giving consumers portion-control package sizes and providing clear nutrition information. We are listening to consumers, and we understand that people around the world have an increased interest in managing the foods and beverages they consume. Within our portfolio of brands, we are taking action by offering consumers more choices with less added sugar, reducing package sizes to enable portion control and promoting our low- and no-calorie beverages, all while responsibly marketing our products and providing clear nutrition information so our consumers can make informed choices.	Our vision is to make packaging part of a circular economy, thereby keeping it out of landfills and the environment. Our World Without Waste program focuses on creating a circular economy for our packaging materials, which means designing out waste and ensuring that our packages are reused and recycled. We’re doing this by using more recycled content, developing plant-based materials, lightweighting our packages and expanding our refillable business model, which supports our increased empty bottle collection goal.
climate	Agriculture	People & Communities
We look for ways to reduce carbon emissions across the Coca-Cola value chain. We do this by analyzing and prioritizing the sources of greenhouse gas emissions across our value chain and by partnering with stakeholders to drive down emissions. We are making progress toward our science-based reduction target of 25% by 2030 against a 2015 baseline, and our ambition is to achieve net zero emissions by 2050.	Our goal is to source our priority ingredients sustainably. Our products and some of our packaging are made from a wide variety of agricultural ingredients which we source from around the world. By working with our suppliers to reduce water use and conserve nature, we are increasing the resilience of our supply chain and supporting producers and farm workers.	We invest to improve people’s lives and create a better shared future for local communities. We are focused on providing access to equal opportunity and fostering belonging both in our workplaces and the local communities we proudly serve.

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

The Board, through the Corporate Governance and Sustainability Committee, oversees the Company’s sustainability strategies and initiatives, including the Company’s short- and long-term goals. See page 35 for information regarding the Board’s oversight of sustainability matters.

The Coca-Cola Company ●  8  ● 2024 Proxy Statement

4 THE COCA-COLA COMPANY VOTING ROADMAP

ITEM 1		Our Board recommends a vote FOR each Director nominee The Board and the Corporate Governance and Sustainability Committee believe that the 14 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. à See page 11 for further information
Election of Directors
ITEM 2		Our Board recommends a vote FOR this item 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 55 and the Compensation Tables beginning on page 72. à See page 52 for further information
Advisory Vote to Approve Executive Compensation
ITEM 3		Our Board recommends a vote FOR this item Shareowners are being asked to approve The Coca-Cola Company 2024 Equity Plan to allow the Company to continue making equity awards to our leaders and certain high performing employees. Equity compensation is a critical component of our rewards philosophy as it directly aligns the interests of those most responsible for driving the long-term profitable growth of the Company with those of our shareowners. à See page 90 for further information
Approval of The Coca-Cola Company 2024 Equity Plan
ITEM 4		Our Board recommends a vote FOR this item Shareowners are being asked to approve The Coca-Cola Company Global Employee Stock Purchase Plan (the “GESPP”). The GESPP is an important employee benefit that enables employees to become long-term shareowners of the Company. à See page 100 for further information
Approval of The Coca-Cola Company Global Employee Stock Purchase Plan
ITEM 5		Our Board recommends a vote FOR this item The Board and the Audit Committee believe that the retention of Ernst & Young LLP to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2024 is in the best interests of the Company and its shareowners. As a matter of good corporate governance, shareowners are being asked to ratify the Audit Committee’s selection of the Independent Auditors. à See page 110 for further information
Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
SHAREOWNER PROPOSALS: ITEMS 6-8		Our Board recommends a vote AGAINST each of the shareowner proposals Three proposals were submitted by shareowners, which will each be voted on if the shareowner proponent, or a representative who is qualified under state law, is present and submits the proposal for a vote. à See page 113 for further information

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5 THE COCA-COLA COMPANY GOVERNANCE

	We believe we best accomplish our duties as Directors when we proactively listen to, seek to understand and consider the opinions of our shareowners.

Letter from the Corporate Governance and Sustainability Committee

One of the responsibilities of the Corporate Governance and Sustainability Committee is oversight of our Company’s year-round shareowner engagement program. We understand that many of our investors seek a line of sight into decisions made in the boardroom. At the same time, we believe we best accomplish our duties as Directors when we 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 this Committee. Our engagement program is designed to address questions and concerns, provide perspective on Company policies and practices, seek shareowner input, and incorporate that input as appropriate. Board Refreshment Shareowners consistently highlight board refreshment as an important area of focus. This Committee is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. Our Board is composed of a highly capable group of Directors that are well-equipped to oversee the success of the business and effectively represent the interests of our shareowners, and we are committed to ensuring it remains this way. We are pleased that in the past five years, four new Directors have joined the Board and six have rotated off the Board. The Directors standing for election at the upcoming 2024 Annual Meeting have deep and varied experiences related to matters that are key to our business success. These include experience in finance, risk oversight, executive leadership, government, our industry, marketing, innovation, digital and technology, emerging markets, strategy development and sustainability. Their profiles begin on page 19 of this Proxy Statement. Board Leadership Structure We recognize that Board leadership structure is an important priority for many of our shareowners. We believe that strong, independent Board leadership goes hand-in-hand with building long-term shareowner value. Each year, this Committee discusses our Board leadership structure, including whether the position of Chair should be held by the Chief Executive Officer or by a separate individual. Today, we believe the Company’s Board leadership structure with a combined Chair and Chief Executive Officer, balanced by a strong Lead Independent Director, and Committees comprised entirely of independent directors (other than our Executive Committee) deliver the best results for our business. We discuss this more fully on page 36 of this Proxy Statement. Sustainability Investors and stakeholders are increasingly focused on sustainability matters. We acknowledge that the Company has a role to play in developing and implementing solutions that help build resilience across its business. This Committee oversees the Company’s sustainability strategies and initiatives and supports the Company’s ambitious sustainability goals, which aim to drive business growth and create a better shared future. The Board also works closely with the Audit Committee and the Talent and Compensation Committee on certain related sustainability matters that befit the role of those committees. Through investor engagement and engagement with the broader stakeholder community, the Company has identified the highest-priority sustainability issues for the Company. Working collaboratively with its bottling partners and stakeholders at every stage of the value chain, the Company aims to integrate sustainability considerations into its daily actions. Communicating with the Board We value your input and encourage you to share your thoughts or concerns with us. See page 44 of this Proxy Statement for information on how shareowners can communicate with Directors.

MARIA ELENA LAGOMASINO	HERB ALLEN	ANA BOTÍN	BARRY DILLER	ALEXIS M. HERMAN	DAVID B. WEINBERG
Chair

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ITEM 1	election of directors
The Board of Directors recommends a vote FOR each nominee	All nominees are independent under the New York Stock Exchange (the “NYSE”) corporate governance rules, except for James Quincey, our Chairman and Chief Executive Officer (see Director Independence and Related Person Transactions beginning on page 48). Each of the Director nominees was elected by shareowners at the 2023 Annual Meeting of Shareowners, other than Mr. Gayner, who was elected to the Board after the meeting. Mr. Gayner was identified as a potential Director by the Corporate Governance and Sustainability Committee, which determined that he was qualified under the Committee’s criteria. Mr. Gayner joined the Board in July 2023. 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.
WHAT AM I VOTING ON? The Board of Directors, upon the recommendation of the Corporate Governance and Sustainability Committee, has nominated the following 14 individuals for election to the Board for a one-year term. If elected, each Director nominee will hold office until the 2025 Annual Meeting of Shareowners and until his or her successor is elected and qualified. • Herb Allen • Marc Bolland • Ana Botín • Christopher C. Davis • Barry Diller • Carolyn Everson • Helene D. Gayle • Thomas S. Gayner • Alexis M. Herman • Maria Elena Lagomasino • Amity Millhiser • James Quincey • Caroline J. Tsay • David B. Weinberg

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Our 2024 Director Nominees

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

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

(3) Includes directorships on the boards of Expedia Group, Inc. and MGM Resorts International, which are integrally related to Mr. Diller’s role at IAC Inc.

(4) Includes investment company directorship in Davis Funds, a fund complex which is advised by Davis Selected Advisers, L.P.

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Snapshot of 2024 Director Nominees

Building the Right Board for The Coca-Cola Company

NOMINEE SKILLS			The right skills to guide our business strategy and constructively challenge management
	14	High Level of Strategic and Financial Experience			9	Marketing Experience		7	Innovation/Digital and Technology Experience
	12	Broad International Exposure/Emerging Market Experience			8	Sustainability Experience		8	Governmental or Geopolitical Expertise
	14	Risk Oversight/ Management Expertise			5	Extensive Knowledge of the Company’s Business and/or Industry		14	Relevant Senior Leadership/Chief Executive Officer Experience

NOMINEE DEMOGRAPHICS	The Board strives to maintain an appropriate balance of age, tenure and diversity
Age Tenure		Diversity

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	SHAREOWNER MATTERS
● 13 of 14 Director nominees independent ● Demonstrated commitment to Board refreshment (in past five years, four new Directors have joined and six Directors have rotated off the Board) ● Demonstrated commitment to periodic committee refreshment and committee chair succession ● Robust Director nominee selection process ● Regular Board, committee and Director evaluations ● Market-standard Director “overboarding policy” ● Annual election of Directors with majority voting standard in uncontested elections ● Lead Independent Director elected by the independent Directors, with robust duties and oversight responsibilities ● Independent Audit, Compensation, Governance and Finance Committees ● Regular executive sessions of non-employee Directors ● Strategy and risk oversight by full Board and committees ● Regular review and assessment of committee responsibilities	● Long-standing, year-long 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, and Board oversight of, sustainability matters ● Board oversight of human capital management, including culture and diversity, equity and inclusion ● Transparent public policy engagement ● Robust stock ownership guidelines for executive officers and stock holding requirements for Directors ● Anti-hedging, anti-short sale and anti-pledging policies ● Clawback policy for incentive awards

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Board Membership Criteria

The Board and the Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee 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 core business needs and priorities.

Core Business Needs and Priorities		Key Qualifications and Experiences
The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies.	à		High Level of Strategic and Financial Experience		Relevant Senior Leadership/Chief Executive Officer Experience
The Company seeks to develop and deploy the world’s most effective marketing to support our brands.	à		Marketing Experience
Innovation, technology and digitalization are critical components to enhancing connections with the Company’s customers and consumers, delivering value by better understanding their needs, tailoring portfolio offerings and improving execution.	à		Innovation/Digital and 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.	à		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.	à		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.	à		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.	à		Risk Oversight/Management Expertise
As a foundational step in how we conduct business and develop our corporate strategy, our Company focuses on advancing high-priority sustainability initiatives, including key initiatives around such issues as water; portfolio; packaging; climate; agriculture; and people and communities, which includes human and workplace rights and diversity, equity and inclusion.	à		Sustainability Experience

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CONSIDERATION OF DIVERSITY

The Board does not have a specific diversity policy but fully appreciates the value of Board diversity. The Board understands diversity to broadly encompass the range of backgrounds, experiences, skill sets and perspectives that Directors bring to the Board. 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 Corporate Governance and Sustainability Committee consider many factors based on the specific needs of the business and what is in the best interests of the Company’s shareowners. When seeking candidates to consider for Director roles, the Board and the Corporate Governance and Sustainability Committee strive to develop a diverse pool of candidates, including based on professional experience, race, ethnicity, gender, age and cultural background. In addition, the Board and the Corporate Governance and Sustainability Committee 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.

Director Nomination Process

Source for Candidate Pool

Directors	Management	Shareowners		Independent search firms	Self-nominated
			â

In-Depth Review by Corporate Governance and Sustainability Committee

Screen qualifications and perform interviews	Examine overall Board composition and balance		Review independence and potential conflicts	Consider diversity of pool of candidates
		â

Recommend Slate of Nominees
	â

Full Board Review
	â

BOARD NOMINATION/SHAREOWNER ELECTION
	â

RESULT

We have nominated four new highly qualified
Directors in the past five years.

The Corporate Governance and Sustainability Committee is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. The Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee 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

The Coca-Cola Company ●  15  ● 2024 Proxy Statement

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 Corporate Governance and Sustainability Committee and the Board consider the tenure of Directors as one of several factors in nomination decisions. In addition, the Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee has reviewed the Director nominees who were 74 years of age or older and those whose job responsibilities changed in the prior year and determined to recommend them for reelection based on their skills, qualifications and experiences.

SHAREOWNER-RECOMMENDED DIRECTOR CANDIDATES

Shareowners who would like the Corporate Governance and Sustainability Committee to consider their recommendations for nominees for the position of Director should submit their recommendations in writing by mail to the Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee 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 no more than 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 126 for more information. Shareowners complying with the advance notice procedure in our By-Laws may also nominate directors before an annual meeting of shareowners without such nominee being included in our proxy materials. See question 29 on page 126 for more information.

MAJORITY VOTING STANDARD AND DIRECTOR RESIGNATION POLICY

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 Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee, 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 Corporate Governance and Sustainability Committee or the Board that concern the resignation.

DIRECTOR TIME COMMITMENTS AND OVERBOARDING

Our Board’s Philosophy

The Board expects every Director to sufficiently prepare for, and actively and effectively participate in, the Company’s Board and committee meetings. To accomplish this, the Corporate Governance and Sustainability Committee (referred to as the “Governance Committee” in this section) monitors the Board as a whole and the individual Directors through robust governance processes, as well as through direct observation and experience. The Governance Committee believes consideration of both these factors is essential to recruit and foster an effective team of Directors.

Many investors, corporate governance professionals, public companies, including the Company, and other stakeholders have policies governing the number of publicly traded company boards on which a director should sit. While this approach informs the Governance Committee’s perspective, it also believes that evaluating a Director’s effectiveness should not be solely determined by the number of boards on which he or she serves, as doing so may fail to take into consideration other important factors, including the size and complexity of the other boards on which a Director may sit; specific expertise or experiences needed to help ensure Board continuity due to Board refreshment and/or Director transition; and the Governance Committee’s observations of the Director’s capacity to manage their commitments. The Governance Committee and the Board are committed to conducting a thoughtful process, as further described below, in which they perform proper due diligence and exercise appropriate discretion.

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Our Process

Under the Company’s Corporate Governance Guidelines, Directors should not serve on more than a total of four publicly traded company boards (including the Company’s Board). Further, if a Director actively serves as an executive officer (or similar position) of a publicly traded company, that Director should not serve on more than three publicly traded company boards (including the Company’s Board). If a Director serves on the board of a public subsidiary or affiliate of the company where the Director serves as an executive, the Governance Committee will consider all such service as one board.

The Governance Committee has discretion to grant exceptions to this overboarding guideline if it determines that doing so would best serve the Company and the Board’s current or future needs, or if a Director’s other commitments do not impair the Director’s ability to sufficiently prepare for, and actively and effectively participate in, the Company’s Board and committee meetings. The Governance Committee intends to use discretion sparingly.

In connection with its annual nomination process, the Governance Committee considered each Director nominee’s relevant time commitments, the current and future needs of the Company and Board, and each Director’s service on the boards of other publicly traded companies. Following this review, the Governance Committee determined that each Director nominee is capable of sufficiently preparing for, and actively and effectively participating in, the Company’s Board and committee meetings and has complied with the provisions of the Company’s Corporate Governance Guidelines.

While the Board believes that the expectations included in the Company’s Corporate Governance Guidelines strike an appropriate balance between maintaining a Director’s focus and permitting valuable outside experiences, the Governance Committee recognizes and respects that some stakeholders may apply more stringent guidelines in this area. The Governance Committee’s analysis of the three Directors who served as an executive officer of a publicly traded company and sat on three or more publicly traded company boards (including the Company’s Board) as of March 4, 2024 is presented below.

Christopher C. Davis

Mr. Davis currently serves as Chairman of Davis Selected Advisers, L.P. (“Selected Advisers”), an independent, employee-owned investment management firm, and serves on three publicly traded company boards: the Company, Berkshire Hathaway Inc. and Graham Holdings Company. In addition to service on these publicly traded company boards, Mr. Davis also serves as a director of Davis Funds, Selected Funds and Clipper Funds Trust, which have designated Selected Advisers, their investment advisor, as the valuation designee for the funds.

Mr. Davis has significant strategic and financial experience through his almost 30-year career with Selected Advisers, which allows him to contribute and bring valuable perspectives to meetings of the Audit Committee, Finance Committee and the full Board. In addition, his oversight of globally diverse portfolios provides Mr. Davis with an acute understanding of various market dynamics that are helpful in Finance Committee and Board discussions on strategy and new business initiatives. The Governance Committee considered Mr. Davis’ active participation in committee and Board discussions and near perfect attendance record during his six-year tenure on the Company’s Board as evidence that his outside commitments do not impair his ability to prepare for and discharge his duties as a Director of the Company. The Governance Committee also recognized that Mr. Davis’ engagement has not diminished since he joined the Berkshire Hathaway Inc. board in 2021.

Barry Diller

Mr. Diller serves as Chairman and Senior Executive of both IAC Inc. (“IAC”) and Expedia Group, Inc. (“Expedia”), and serves on four publicly traded company boards: the Company, IAC, Expedia and MGM Resorts International (“MGM”). In considering Mr. Diller’s time commitments, the Governance Committee recognized the close relationships between IAC and Expedia. Specifically, since a spin-off transaction separated IAC and Expedia in 2005, the entities have been treated as related parties due to Mr. Diller’s involvement in and influence over both entities, which include his chairman and senior executive roles and his significant beneficial ownership in, and voting power at, both companies. Additionally, as a director of MGM, Mr. Diller represents the interest of IAC, which is the single largest shareholder of MGM. Due to these relationships, the Governance Committee considered Mr. Diller’s service on the boards of Expedia and MGM to be integrally related to his role at IAC.

As a long-tenured member of the Board, Mr. Diller provides an important historical perspective to Board and committee discussions. His substantial executive experience in the entertainment and digital industries enrich many conversations, especially in the context of the Company’s recent digital and marketing transformation initiatives.

The Governance Committee believes that Mr. Diller’s outside commitments do not impair his ability to effectively serve on the Company’s Board, as evidenced by his significant and valuable participation as Chair of the Finance Committee and as a member of the Governance Committee. In addition, Mr. Diller consistently offers insights drawn from his Board tenure and career experiences at meetings of the full Board, and regularly meets with members of senior management to discuss, among other things, the Company’s strategic plans and transactions, capital allocation strategy and financial results. The Governance Committee also recognized that Mr. Diller’s engagement has not diminished since he joined the MGM board in 2020. In addition, over the past three years, Mr. Diller has attended 98% of all Company Board and committee meetings on which he served and has engaged in Board matters between regularly scheduled meetings.

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Thomas S. Gayner

Mr. Gayner serves as Chief Executive Officer of Markel Group Inc. (“Markel”), a holding company comprised of diverse businesses, including specialty insurance, and investments, and serves on three publicly traded company boards: the Company, Markel and Graham Holdings Company (“Graham”). Mr. Gayner serves as chairman of Davis Funds, which have designated Selected Advisers, their investment advisor, as the valuation designee for the funds.

Mr. Gayner has extensive experience understanding and managing risk and implementing investment strategies, both through his over 30-year career with Markel, as well as through his experience as chairman of the audit committee and as a member of the finance committee of Graham. In addition, Mr. Gayner has significant expertise in board governance matters, as he previously served as lead independent director for Cable One, Inc., providing independent oversight over the chair and chief executive officer. Mr. Gayner’s seasoned perspective has enhanced the Board’s capabilities in risk oversight, financial acumen and corporate governance. As a new Director to the Company, Mr. Gayner also offers fresh perspectives to Board and Finance Committee meetings, while at the same time has a deep understanding of a director’s duties as a result of his service with other public company boards.

Prior to Mr. Gayner joining the Company’s Board in July 2023, the Chairman of the Board and members of the Governance Committee held discussions with him to evaluate his availability to sufficiently prepare for, and actively and effectively participate in, Board and committee meetings. Based on these conversations, the Governance Committee determined that Mr. Gayner would have sufficient time to commit to the Company and would bring valuable experience and perspective to the Board. Since joining the Board, Mr. Gayner has demonstrated active, consistent and meaningful participation. As part of his onboarding, Mr. Gayner attended a comprehensive four-day in-person orientation, as well as a two-day interactive global system meeting to better understand the Company’s business. In addition, he has attended 100% of all Board and Finance Committee meetings since he joined, including two off-site meetings.

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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 13. The Board and the Corporate Governance and Sustainability Committee 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.

HERB ALLEN		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 56 Director Since: 2021 Committees: Corporate Governance and Sustainability, Finance		High Level of Strategic and Financial Experience Extensive experience supervising business operations, including providing strategic and financial advisory and investment banking services to public and private companies at Allen & Company LLC. Supervises Allen & Company LLC’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations as well as the presentation of its financial statements.
			Relevant Senior Leadership/Chief Executive Officer Experience President of Allen & Company LLC, a privately held investment banking firm, and its affiliate, Allen Investment Management LLC, a privately held investment advisory firm, since 2002.
CAREER HIGHLIGHTS Allen & Company LLC, private investment banking firm focused on media, entertainment, technology and other innovative industries ● President (since 2002) ● Executive Vice President and Managing Director of Allen & Company Incorporated, the predecessor to the investment banking business of Allen & Company LLC (1993 to 2002) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Grupo Televisa, S.A.B. (Alternate) (since 2003) Previous Public Company Boards (Past Five Years): ● Coca-Cola FEMSA, S.A.B. de C.V. (Alternate) (2000 to 2022)
			Innovation/Digital and 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.

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Marc bolland		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 64 Director Since: 2015 Committees: Audit		High Level of Strategic and Financial Experience Extensive operational, strategic and financial experience as Chairman of Blackstone Europe, Chief Executive Officer of Marks & Spencer Group p.l.c., Chief Executive Officer of WM Morrison Supermarkets PLC, and Chief Operating Officer of Heineken N.V.
			Broad International Exposure/Emerging Market Experience Served as lead non-executive director of the U.K. Department for International Development from 2018 to 2020, led international expansion of Marks & Spencer Group p.l.c. and held several international management positions while at Heineken N.V.
CAREER HIGHLIGHTS Blackstone Inc., the world’s largest alternative asset manager
			Extensive Knowledge of the Company’s Business and/or Industry Significant operations experience in the global beverage industry, 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.
● Senior Advisor, Blackstone Group International Partners LLP (Blackstone Europe) (since January 2024) ● Chairman, Blackstone Europe (January 2019 to December 2023) ● Head of European Portfolio Operations (September 2016 to January 2022)
			Risk Oversight/Management Expertise Extensive experience overseeing risk as Chief Executive Officer of Marks & Spencer Group p.l.c. and WM Morrison Supermarkets PLC, as Chief Operating Officer of Heineken N.V. and as a director of International Consolidated Airlines Group, S.A., which offers international and domestic air passenger and cargo transportation services. Additional risk management experience as head of European Portfolio Operations of Blackstone Inc. and as Chairman of Blackstone Europe, 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.
Marks & Spencer Group p.l.c., an international, multi-channel retailer based in the U.K. ● Chief Executive Officer and Director (2010 to 2016) WM Morrison Supermarkets PLC, a leading supermarket chain in the U.K. ● Chief Executive Officer and Director (2006 to 2010) Heineken N.V., one of the world’s largest brewers ● Chief Operating Officer (2005 to 2006)
			Sustainability Experience Chair of Polymateria Limited, 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 175,000 underprivileged young people with work opportunities.
● Executive board member (2001 to 2006) ● Managing Director of subsidiary Heineken Export Group Worldwide (1999 to 2001) ● Managing Director of subsidiary Heineken Slovensko (1995 to 1998) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Exor N.V. (since 2016) Previous Public Company Boards (Past Five Years): ● International Consolidated Airlines Group, S.A. (2016 to 2020)

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ANA BOTÍN		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 63 Director Since: 2013 Committees: Corporate Governance and Sustainability, Finance		High Level of Strategic and Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 40 years of experience in investment and commercial banking.
			Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since 2014 and Chief Executive Officer of Santander UK plc from 2010 to 2014.
CAREER HIGHLIGHTS Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain ● Executive Chair (since September 2014) ● Chief Executive Officer of subsidiary Santander UK plc, a large retail and commercial bank based in the U.K. (December 2010 to September 2014) ● Executive Chair of subsidiary Banco Español de Crédito, S.A. (2002 to 2010) ● 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 (1988) JP Morgan, a financial services firm with operations worldwide ● Started her career in the banking industry at JP Morgan in New York (1981 to 1988) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Banco Santander, S.A. (since 1989) ● Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A. (since 2019) Previous Public Company Boards (Past Five Years): ● Santander UK plc (2010 to 2021) ● Santander UK Group Holdings plc (2014 to 2021)			Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry, since 2015 and Chair since January 2023. Co-founder and Chair of Fundación Empresa y Crecimiento, which finances small and medium-sized companies in Latin America. Founder and President of Fundación Empieza Por Educar, the Spanish member of the global Teach for All network.
			Governmental or Geopolitical Expertise Extensive experience with the regulatory framework applicable to banking institutions throughout the globe. President of the European Banking Federation from 2021 to February 2023. From 2020 to 2022, Vice Chair of the Executive Committee of the World Business Council of Sustainable Development, a CEO-led community of over 200 of the world’s leading sustainable businesses that works closely with a number of non-governmental organizations.
			Risk Oversight/Management Expertise Extensive experience from her work with Banco Santander, S.A., Santander UK plc and Banco Español de Crédito, S.A. in the oversight and management of risk associated with retail and commercial banking activities. Since May 2023, Chair of Open Bank, S.A., one of Europe’s largest digital banks, and Open Digital Services, S.L., offering cloud-based software solutions for the financial industry. 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.

The Coca-Cola Company ●  21  ● 2024 Proxy Statement

CHRISTOPHER C. DAVIS		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 58 Director Since: 2018 Committees: Audit, Finance		High Level of Strategic and Financial Experience More than 30 years of experience in investment management and securities research at Davis Advisors. Also serves as a portfolio manager for the Davis Large Cap Value Portfolios and a member of the research team for other portfolios.
			Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman of Selected Advisers, and as a Director and officer of several mutual funds advised by Selected Advisers, as well as other entities controlled by Selected Advisers.
CAREER HIGHLIGHTS Davis Selected Advisers, L.P. (referred to jointly with Davis Selected Advisers–NY, Inc., its registered investment advisory subsidiary, as “Davis Advisors”), an independent investment management firm that oversees approximately $23 billion in assets, including ETFs, mutual funds, variable annuities and separately managed accounts ● Chairman (since 1997)
			Marketing Experience Under the leadership of Mr. Davis, Selected Advisers is widely recognized as a premier investment manager serving individual investors worldwide, identifying investment opportunities both within and outside the United States in developed and developing markets and providing investors access to these investment opportunities.
			Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Davis, Selected Advisers seeks investment growth opportunities and diversification potential that international companies in both developed and developing markets provide.
● Portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares (since 1995) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards:
			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.
● Berkshire Hathaway Inc. (since 2021) ● Graham Holdings Company (since 2006) ● Selected Funds (consisting of two portfolios) (since 1998) ● Davis Funds (consisting of 13 portfolios) (since 1997) ● Trustee of Clipper Funds Trust (consisting of one portfolio) (since 2014) Previous Public Company Boards (Past Five Years): ● None

The Coca-Cola Company ●  22  ● 2024 Proxy Statement

BARRY DILLER		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 82 Director Since: 2002 Committees: Corporate Governance and Sustainability, Finance, Executive		High Level of Strategic and Financial Experience Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company.
			Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman and Senior Executive of IAC Inc. 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 10 years as Chief Executive Officer of Paramount Pictures Corporation.
CAREER HIGHLIGHTS IAC Inc., a leading media and Internet company ● Chairman and Senior Executive (since December 2010)
			Marketing Experience Serves as Chairman and Senior Executive at IAC Inc., comprised of category-leading businesses including Angi Inc., Dotdash Meredith and Care.com, and at Expedia Group, Inc., which markets a variety of leisure and business travel products.
● Chairman and Chief Executive Officer of the company and its predecessor companies (August 1995 to November 2010) Expedia Group, Inc., an online travel company ● Chairman and Senior Executive (since August 2005) TripAdvisor, Inc., an online travel company
			Innovation/Digital and Technology Experience Extensive experience in the media and Internet sectors, including experience at IAC Inc., with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands.
● Special Advisor (2013 to 2017) ● Board member (2011 to 2013) ● Chairman and Senior Executive when the company was spun off from Expedia, Inc. (2011 to 2012)
			Broad International Exposure/Emerging Market Experience Service at IAC Inc., a leading media and Internet company that is home to dozens of popular digital brands and services used by millions of consumers each day, and at online travel company Expedia Group, Inc., and a member of The Business Council.
Live Nation Entertainment, Inc., a leading live entertainment company ● Board member (2010 to 2011) ● Non-executive Chairman (January 2010 to October 2010) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● MGM Resorts International (since 2020) ● Expedia Group, Inc. (since 2005) ● IAC Inc. (since 1995) Previous Public Company Boards (Past Five Years): ● None

The Coca-Cola Company ●  23  ● 2024 Proxy Statement

CAROLYN EVERSON		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 52 Director Since: 2022 Committees: Talent and Compensation		Marketing Experience Extensive experience and understanding of marketing and innovation strategies. As President of Instacart, oversaw Instacart’s Retail, Business Development and Advertising businesses. As Vice President of Global Business Solutions at Facebook, Inc. (now known as Meta), led the global marketing solutions team focused on top strategic accounts and global agencies and oversaw media strategy, advertising sales and account management. As Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft, led the advertising business across Bing, MSN, Windows Live, Mobile, Gaming Atlas and the Microsoft Media Network. As Executive Vice President and Chief Operating Officer of MTV Networks, oversaw strategic planning, operations and finance for its U.S. Ad Sales. Serves as a Board member of The Walt Disney Company and Under Armour, Inc. Former Director of Creative Artists Agency.
			Innovation/Digital and Technology Experience Extensive experience in senior operating roles in consumer-facing technology and media companies, including at two of the world’s largest technology companies. As Vice President of Global Business Solutions at Facebook, led the company’s relationships with top marketers and agencies for its family of apps and oversaw the Creative Shop, offering creative guidance on mobile marketing. At MTV Networks, oversaw strategic planning and was responsible for its Direct Response businesses and for Generator, a cross-platform, cross-brand strategic sales and marketing group. Senior Advisor in the technology, media and telecom practice areas at BCG. Serves as a director of Unitary Ltd., a U.K.-based company building multimodal artificial intelligence to understand content in context, accurately and at scale.
CAREER HIGHLIGHTS Permira, a global investment firm ● Senior Advisor (since January 2023) Boston Consulting Group (BCG), a global consulting firm ● Senior Advisor (since September 2023) Instacart, a leading grocery technology company in North America ● President (September 2021 to December 2021)
			Broad International Exposure/Emerging Market Experience Extensive experience leading at-scale, global consumer technology teams with a focus on growing global partnerships, global agencies and industry-leading business development. Served as Vice President of Global Business Solutions at Facebook and as Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft. Member of the Council on Foreign Relations.
Facebook, Inc. (now Meta Platforms, Inc.), a social media and social networking service ● Vice President, Global Business Solutions (2011 to 2021) Microsoft Corporation, a multinational technology company ● Vice President, Global Advertising Sales, Strategy and Marketing
			Risk Oversight/Management Expertise Senior Advisor at Permira, a global investment firm focused on the technology, consumer, healthcare and services sectors. Extensive experience overseeing risk associated with leading the development of business, marketing and innovation strategies as Vice President of Global Business Solutions at Facebook, Vice President of Global Advertising Sales, Strategy and Marketing at Microsoft and Executive Vice President and Chief Operating Officer of MTV Networks. Serves on the Audit Committee of Under Armour, Inc.
(2010 to 2011) MTV Networks Company, a television programming services company ● Executive Vice President and Chief Operating Officer for U.S. Ad Sales (2004 to 2010)
			Sustainability Experience Served as Chair of We Day, New York, which encourages and supports young people who are creating transformational social change. At Facebook, oversaw the development of an employee program that prioritized overall well-being to improve employee engagement and performance. Member of the Board of Advisors of Columbia University Irving Medical Center since 2022.
Primedia Inc., a national TV media agency ● Vice President and General Manager of several digital businesses (2001 to 2003)
PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Under Armour, Inc. (since 2023) ● The Walt Disney Company (since 2022) Previous Public Company Boards (Past Five Years): ● Hertz Global Holdings, Inc. (2016 to 2018) ● The Hertz Corporation (2013 to 2018)

The Coca-Cola Company ●  24  ● 2024 Proxy Statement

HELENE D. GAYLE		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 68 Director Since: 2013 Committees: Talent and Compensation		Relevant Senior Leadership/Chief Executive Officer Experience President of Spelman College, Chief Executive Officer of The Chicago Community Trust, Chief Executive Officer of McKinsey Social Initiative and 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 Centers for Disease Control and Prevention and the Bill & Melinda Gates Foundation. Director of Organon & Co., a global health care company whose focus is on women’s health as its primary therapy area. Serves on the Board of Trustees of the Center for Strategic and International Studies and the Brookings Institution. Member of the National Academy of Medicine and of the Council on Foreign Relations and serves as a Board member of the Bill & Melinda Gates Foundation.
CAREER HIGHLIGHTS Spelman College, a leading liberal arts college widely recognized as the global leader in the education of women of African descent ● President (since July 2022) The Chicago Community Trust, a community foundation dedicated to improving the Chicago region
			Governmental or Geopolitical Expertise Extensive leadership experience in the global public health and development fields. Served as Chair of the Obama administration’s Presidential Advisory Council on HIV/AIDS. Member of the U.S. Department of State’s Advisory Committee on International Economic Policy and the Secretary of State’s Advisory Committee on Public-Private Partnerships. Served on the President’s Commission on White House Fellowships. Achieved the rank of Assistant Surgeon General and Rear Admiral in the U.S. Public Health Service. Serves as a Director of New America and ONE. She is also a member of the President’s Advisory Council on African Diaspora Engagement in the United States and also serves on the CDC Advisory Committee to the Director.
● Chief Executive Officer (2017 to 2022) McKinsey Social Initiative, an independent nonprofit organization founded by McKinsey & Company ● Chief Executive Officer (2015 to 2017) CARE USA, an international humanitarian and global development organization ● President and Chief Executive Officer (2006 to 2015)
			Risk Oversight/Management Expertise Extensive risk oversight and management experience with the delivery of emergency relief and long-term international development projects in the global public health field. Former Director of the Federal Reserve Bank of Chicago, which participates in the formulation of monetary policy, one of 12 regional reserve banks across the United States that, together with the Board of Governors in Washington, D.C., serves as the central bank for the United States. Director of Palo Alto Networks, Inc., a global cybersecurity provider. Former Director of GoHealth, Inc., a leading health insurance marketplace and Medicare-focused digital health company.
Bill & Melinda Gates Foundation, a philanthropic organization ● Program Director in the Global Health Program (2001 to 2006) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Palo Alto Networks, Inc. (since 2021) ● Organon & Co. (since 2021)
			Sustainability Experience As CEO of The Chicago Community Trust, led the Trust’s efforts to close the racial and ethnic wealth gap in the Chicago region. As President and CEO of CARE USA, oversaw CARE’s global sustainability initiatives. Significant experience in public health initiatives and humanitarian efforts from over 20 years of leadership positions at various nonprofit organizations.
Previous Public Company Boards (Past Five Years): ● GoHealth, Inc. (2020 to 2022) ● Colgate-Palmolive Company (2010 to 2021)

The Coca-Cola Company ●  25  ● 2024 Proxy Statement

THOMAS S. GAYNER		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 62 Director Since: 2023 Committees: Finance		High Level of Strategic and Financial Experience Extensive experience in public company financial reporting, accounting and financial control matters and analysis and implementation of strategic investment initiatives, including allocation of capital, acquired in his various roles with Markel since 1990. Prior to joining Markel, served as a certified public accountant at PricewaterhouseCoopers LLP and as Vice President of Davenport & Company LLC of Virginia, a wealth management and financial advisory services firm. Serves as Chairman of the Audit Committee and is on the Finance Committee of Graham Holdings Company.
			Relevant Senior Leadership/Chief Executive Officer Experience Significant senior leadership experience at Markel, including as Chief Executive Officer, and previously as Co-Chief Executive Officer, President and Chief Investment Officer.
CAREER HIGHLIGHTS Markel Group Inc., a holding company comprised of diverse businesses, including specialty insurance, and investments ● Chief Executive Officer (since January 2023) ● Co-Chief Executive Officer (January 2016 to December 2022) ● President and Chief Investment Officer (May 2010 to December 2015) ● Chief Investment Officer (January 2001 to May 2010) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Markel Group Inc. (since 2016) ● Graham Holdings Company (since 2007) ● Davis Funds (consisting of 13 portfolios) (since 2004) Previous Public Company Boards (Past Five Years): ● Cable One, Inc. (2015 to 2023) ● Colfax Corporation (2008 to 2022)
			Marketing Experience Oversaw the evolution of Markel to a global Fortune 500 family of companies and investments that provide diverse income streams and access to a wide range of investment opportunities.
			Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Gayner, Markel markets and underwrites specialty insurance products on a global basis.
			Risk Oversight/Management Expertise Over 30 years of risk oversight and management experience at Markel, which markets and underwrites specialty insurance products on a risk-bearing basis. Director of Markel from 1998 to 2004, and since August 2016. Member of the Investment Advisory Committee of the Virginia Retirement System, an independent state agency, which is responsible for monitoring investments and investment opportunities and making asset allocation recommendations. Serves as Chairman of Davis Funds and as one of two members of its Brokerage Committee, which reviews and makes recommendations concerning Davis Funds portfolio brokerage and trading practices. Additional risk oversight experience as Chairman of the Audit Committee and member of the Finance Committee of Graham Holdings Company, and through former service on the Audit Committee of Colfax Corporation.

The Coca-Cola Company ●  26  ● 2024 Proxy Statement

ALEXIS M. HERMAN		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 76 Director Since: 2007 Committees: Talent and Compensation, Corporate Governance and Sustainability		High Level of Strategic and Financial Experience Significant strategic and financial experience as Chief Executive Officer of New Ventures LLC and as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”), an intergovernmental economic organization. Additional financial experience through former service on the Audit Committee of MGM Resorts International, a global hospitality company.
			Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of New Ventures LLC. U.S. Secretary of Labor from 1997 to 2001.
CAREER HIGHLIGHTS New Ventures LLC, a risk management consulting firm ● Chair and Chief Executive Officer (since 2001)
			Governmental or Geopolitical Expertise Former U.S. Secretary of Labor, 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 and Sustainability Committee for MGM Resorts International.
Toyota Motor Corporation, a multinational automotive manufacturer ● Chair of the Diversity Advisory Board (since 2002) The Coca-Cola Company ● Chair of the Human Resources Task Force, 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 (2001 to 2006) U.S. Department of Labor ● U.S. Secretary of Labor (1997 to 2001) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● MGM Resorts International (since 2002) Previous Public Company Boards (Past Five Years): ● Cummins Inc. (2001 to 2022) ● Entergy Corporation (2003 to 2023)
			Risk Oversight/Management Expertise Significant expertise in management and oversight of labor and human relations risks, including handling the United Parcel Service workers’ strike in 1997 while U.S. Secretary of Labor. Served as Chair of the Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit. Served as Lead Director and was a member of the Finance Committee of Cummins Inc. and served as Chair of the Business Advisory Board at Sodexo, Inc.
			Sustainability Experience Serves as Chair of Toyota Motor Corporation’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.

The Coca-Cola Company ●  27  ● 2024 Proxy Statement

MARIA ELENA LAGOMASINO		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 74 Director Since: 2008 Committees: Talent and Compensation, Corporate Governance and Sustainability, Executive Lead Independent Director Since: 2019		High Level of Strategic and Financial Experience Over 40 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 J.P. Morgan Private Bank.
CAREER HIGHLIGHTS WE Family Offices, a global family office serving high net worth families ● Chief Executive Officer and Managing Partner (since March 2013) GenSpring Family Offices, LLC, a wealth management firm and an affiliate of SunTrust Banks, Inc. ● Chief Executive Officer (2005 to 2012) J.P. Morgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm
			Broad International Exposure/Emerging Market Experience Significant international experience in GenSpring Family Offices, LLC and J.P. Morgan 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 J.P. Morgan Private Bank. Exposure to international geopolitical issues in the Americas Society, Cuba Study Group and the Council on Foreign Relations.
● Chairman and Chief Executive Officer (2001 to 2005) ● Various positions in private banking with The Chase Manhattan Bank, including as Managing Director in charge of its Global Private Banking Group (1983 to 2001) The Coca-Cola Company ● Prior service as Director (2003 to 2006) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● The Walt Disney Company (since 2015) Previous Public Company Boards (Past Five Years): ● None
			Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies in WE Family Offices, GenSpring Family Offices, LLC and J.P. Morgan Private Bank.

The Coca-Cola Company ●  28  ● 2024 Proxy Statement

AMITY MILLHISER		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 60 Director Since: 2023 Committees: Audit		High Level of Strategic and Financial Experience Ms. Millhiser is a certified public accountant. Joined PwC in 1985 in Assurance and was a partner from 1995 until June 2023. As a senior leader for over 15 years on many of PwC’s most significant clients across diverse industries, she regularly engaged with members of company management, boards and audit committees on strategic, financial reporting, auditing, and regulatory and governance matters.
			Relevant Senior Leadership/Chief Executive Officer Experience Served as Vice Chair at PwC from 2015 until June 2023 where she led Trust and Consulting practice development and service delivery for clients ranging from high-growth startups to market-leading multinationals. As Chief Clients Officer and member of PwC’s U.S. Leadership Team from 2015 to 2020, was responsible for markets, sectors and key clients across the U.S. firm. Market Managing Partner of PwC’s Silicon Valley practice from 2011 to 2015.
CAREER HIGHLIGHTS PricewaterhouseCoopers LLP, an international professional services firm operating under the PwC brand ● Vice Chair (2015 to June 2023) ● Chief Clients Officer and Member of U.S. Leadership Team (2015 to 2020) ● Market Managing Partner of Silicon Valley Practice (2011 to 2015) ● Partner (1995 to June 2023) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None
			Innovation/Digital and Technology Experience As Chief Clients Officer at PwC, launched cross-functional services including cloud and digital, transformation and cybersecurity/risk. While leading PwC’s Silicon Valley practice, worked with leading technology companies as they innovated, scaled and raised capital, leveraging her technology experience to transform traditional companies and industries. Recognized in National Diversity Council’s Top 50 Most Powerful Women in Technology in 2015.
			Broad International Exposure/Emerging Market Experience Served on PwC’s Global Network Strategy Group, which defined PwC’s global strategy for 2020. While based in Switzerland for 17 years, founded PwC’s Switzerland-based Transaction Services Practice, a Center of Excellence for U.S./European cross-border deals, and worked with companies and their advisors on acquisition support, deal structuring, diligence execution, integration, complex carve-outs, divestitures, spin-offs, capital market transactions and IPOs in the technology, pharmaceuticals, consumer and industrial products industries.
			Risk Oversight/Management Expertise Extensive risk oversight and management experience associated with her various leadership roles during more than 35 years of experience at PwC including client risk management, risk/crisis management across U.S. geographies, and reputational, financial and regulatory risk management.

The Coca-Cola Company ●  29  ● 2024 Proxy Statement

JAMES QUINCEY		KEY QUALIFICATIONS AND EXPERIENCES
	Chairman Age: 59 Director Since: 2017 Chairman Since: 2019 Committees: Executive		High Level of Strategic and Financial Experience Extensive strategic and financial experience acquired through various leadership positions in the Company, managing complex financial transactions, mergers and acquisitions, business strategy and international operations.
			Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of the Company since May 2017 and Chairman of the Board since April 2019. Previously served as President, Chief Operating Officer, and President of the Europe Group.
CAREER HIGHLIGHTS The Coca-Cola Company
			Innovation/Digital and Technology Experience As CEO, has overseen the deployment of generative artificial intelligence technologies to supplement how the Company’s products are developed and brought to market and to help drive the Company’s marketing and digital transformation. 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. 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.
● Chief Executive Officer (since May 2017) ● President (August 2015 to December 2018) ● Chief Operating Officer (August 2015 to April 2017) ● President of the Europe Group (January 2013 to August 2015) ● President of the Northwest Europe and Nordics business unit (October 2008 to January 2013)
			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 Special Olympics, the US-China Business Council, the Consumer Goods Forum and Pfizer Inc.
● President of the Mexico Division (December 2005 to October 2008) ● President of the South Latin Division (December 2003 to December 2005) ● 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 (1996)
			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.
PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Pfizer Inc. (since 2020)
Previous Public Company Boards (Past Five Years): ● None

The Coca-Cola Company ●  30  ● 2024 Proxy Statement

CAROLINE J. TSAY		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 42 Director Since: 2018 Committees: Audit		High Level of Strategic and Financial Experience Provided strategic direction and 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 Served as Chief Executive Officer of Compute Software, Inc. and served as Vice President and General Manager of Software at HPE.
CAREER HIGHLIGHTS Technology Company Advisor/Limited Partner of Venture Capital Funds (since December 2022) Compute Software, Inc., an enterprise cloud optimization software company ● Chief Executive Officer and Director (2017 to 2022) Hewlett Packard Enterprise Company (“HPE”), an information technology company ● Vice President and General Manager of Software (2013 to 2016) Yahoo! Inc., a digital media company ● Held several product leadership positions across the consumer search, e-commerce and advertising businesses (2007 to 2013) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Morningstar, Inc. (since 2017) Previous Public Company Boards (Past Five Years): ● Rosetta Stone Inc. (2014 to 2018)
			Marketing Experience At Compute Software, Inc., was 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/Digital and Technology Experience Advises technology companies. At Compute Software, Inc., was 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. 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.
			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. Assesses risk as a limited partner of venture capital funds.

The Coca-Cola Company ●  31  ● 2024 Proxy Statement

DAVID B. WEINBERG		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 72 Director Since: 2015 Committees: Audit, Corporate Governance and Sustainability		High Level of Strategic and 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 Executive, Audit and Finance Committees and currently serves on the Investment Committee 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.
CAREER HIGHLIGHTS Judd Enterprises, Inc., a private, investment management office with diverse interests in a variety of asset classes ● Chairman and Chief Executive Officer (since 1996) Digital Bandwidth LLC, a private, early-stage technology investing affiliate of Judd Enterprises, Inc. ● President (since 1996) Mayer, Brown & Platt, a leading international law firm ● Partner in the corporate, securities and investment management practice (1989 to 1996) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None
			Innovation/Digital and 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 Investment 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. Served for eight years on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level.
			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 Executive, Audit and Finance Committees and current service on the Investment Committee of the Board of Trustees of Northwestern University.

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Board and Committee Governance

ROLE OF THE BOARD

The Board is elected by the shareowners to oversee their interests in the long-term health, financial strength, and overall success of the Company’s business. 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 Company’s governance practices, 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. 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	OVERSIGHT OF RISK	SUCCESSION PLANNING
● 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.	● The Board oversees risk management. ● Board committees, which meet regularly and report back to the full Board, play a significant role in carrying out the risk oversight function. ● Company management is charged with managing risk through robust internal processes and effective internal controls.	● The Board oversees succession planning and talent development for senior executive positions. ● The Corporate Governance and Sustainability Committee, which meets regularly and reports back to the full Board, has primary responsibility for developing succession plans for the CEO position. ● The CEO is charged with preparing, and reviewing with the Corporate Governance and Sustainability Committee, 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’s oversight role involves assessing the opportunities and risks associated with the Company’s current strategy as well as any proposed changes or new strategies. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties, including by delegating certain subject matter areas to relevant committees, while also discussing committee reports and significant Company-wide initiatives as a full Board.

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 the Company’s senior leaders. Company leaders and key bottling partners from around the world are also regularly invited to present strategic updates and initiatives to the Board, giving Directors insight into local execution.

To build industry knowledge and help ensure a holistic business perspective, boardroom discussions of strategy and results are enhanced with first-hand experiences, such as key geographic market and plant visits, which provide Directors an opportunity to see execution of the business strategy directly. For example, in 2023, the Board sampled new products from various markets to better understand the Company's total beverage portfolio and conducted market visits in certain locations around the world to learn about regional market trends and system execution. Additionally, the Board attended a global system meeting, where the Directors connected with key bottling partners and learned about the system's overarching goals and strategy. They also attended a demonstration of Studio X, the Company’s digital ecosystem that integrates marketing disciplines and standardizes data and technology, which launched in 2023.

While the Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset, the Board and management promote agility by regularly monitoring progress and results against the Company’s business strategy.

The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in regular Board and committee meetings, as well as a dedicated Board 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.
	à
	ß

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Oversight of Risk

The Board has designed a risk governance framework to:

One of the Board’s key responsibilities is understanding the various risks facing the Company over the short, medium and long term and overseeing management of those risks. The Board draws on the experience and judgment of all Directors in connection with this process. However, the Board recognizes that it is neither possible nor prudent to eliminate all risk. Rather, the Board believes that purposeful and appropriate risk taking is essential for the Company to compete successfully around the world and to achieve the Company’s strategic objectives. The Board recognizes that the risks facing the Company vary in likelihood, magnitude and immediacy. At the same time, the Board also recognizes that many risks are related to opportunities or strategic initiatives designed to grow the Company’s business. In administering its risk oversight function, the Board considers the potential impacts of risks, both positive and negative, over various time horizons, informed by the Company’s enterprise risk management (“ERM”) program.

● 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; ● leverage the expertise of internal subject matter experts and external advisors, as needed; and ● foster an appropriate culture of integrity and risk awareness.

BOard of directors			Outside Advisors
The Company believes that its Board leadership structure supports the Board’s oversight function. The Board implements its risk oversight function both as a whole and through delegation of certain responsibilities to Board committees, which meet regularly and report back to the Board.			Management and our Board and its committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing our business. Advisors may be engaged either on a regular basis to inform the Board or management of ongoing risks, or occasionally to advise on specific topics. Such advisors include auditors, law firms, financial firms, compensation consultants, cybersecurity experts and other consultants. For example, the Audit Committee has for many years retained independent counsel, who attends and participates in all meetings of the Audit Committee and regularly consults with the Chair of the Audit Committee.
Audit Oversees the Company’s financial statements and the financial reporting process. Oversees accounting and legal matters, the internal audit function, ethics programs (including the Codes of Business Conduct), quality and food safety programs, workplace and distribution safety programs, external sustainability reporting and information technology programs, including cybersecurity.	Corporate Governance and Sustainability Oversees the Company’s governance practices, Board composition and refreshment, Board committee leadership, the Board’s performance review and succession planning across the most senior positions. Administers the Company’s related person transaction policy. Also oversees the Company’s risks, policies, programs and goals with respect to sustainability, legislative, regulatory and public policy matters.	à ß
Finance Oversees the Company’s capital structure, pension plan investments, currency risk and hedging programs, taxes, mergers and acquisitions and capital projects.	Talent and Compensation Oversees the Company’s policies and strategies relating to talent, leadership and culture, including diversity, equity and inclusion, as well as the Company’s compensation philosophy and programs, including incorporating features that mitigate risk without diminishing the incentive nature of compensation.
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Management
While the Board and its committees oversee risk management, Company management is charged with managing risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the Board. Management communicates routinely with the Board, Board committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.		à ß
ERM Program and Risk Steering Committee The ERM program is designed to identify, assess, prioritize and mitigate risks across the organization to enhance the Company’s resilience and support the achievement of its strategic objectives. Responsibilities include identification and prioritization of the top risks through a comprehensive risk assessment process, designation of clear risk ownership, and facilitation of a forward-looking, collaborative environment that promotes risk dialogue internally and with various bottling partners. The Risk Steering Committee is a cross-functional management committee that meets regularly to provide strategic direction and oversight over the Company’s ERM program by assessing mitigation plans of top risks and effectively embedding the plans across the Company.	Enterprise-Wide Teams and Risk Mitigation Efforts In addition to the Risk Steering Committee, cross-functional committees and councils, including the Disclosure Committee, Sustainability Steering Committee, Data Trust Executive Advisory Council, Digital Council and Cybersecurity Oversight Council, meet regularly to promote strategic leadership and provide management with important perspectives, as well as advise on risk mitigation strategies from their areas of specialization. Management also administers other risk mitigation programs, such as administration of the Codes of Business Conduct, robust product quality standards and processes, a strong Legal Department and Ethics and Compliance Office, and a comprehensive internal and external audit process.

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SELECTED AREAS OF OVERSIGHT

	SPOTLIGHT ON: INTERNAL CONTROLS AND PROCEDURES
The Board’s risk governance framework supports the Audit Committee’s oversight of the Company’s internal controls and procedures. Our internal control system is supported by a program of internal audits and reviews by the Company’s Disclosure Committee and management, written policies and guidelines, careful selection and training of qualified employees, and a written Code of Business Conduct applicable to all officers and employees of our Company and subsidiaries.
	SPOTLIGHT ON: CYBERSECURITY
The Board recognizes the importance of maintaining the trust and confidence of our consumers, customers and employees, and the Audit Committee is charged with oversight of cybersecurity matters. The Company employs a multilayered, proactive approach to identify, evaluate, mitigate and prevent potential cyber and information security threats through its cybersecurity risk management program, which is integrated into the Company’s broader ERM program. The Company’s cybersecurity risk management program is supervised by a Chief Information Security Officer, who reports directly to the Chief Information Officer. 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 the Company’s cyber incident response plan, the Audit Committee is promptly informed by management of cybersecurity incidents with the potential to materially adversely affect the Company or its information systems and is regularly updated about incidents with lesser impact potential. The Chair of the Audit Committee regularly briefs the full Board on these matters. In addition, the Board also periodically receives cybersecurity updates directly from management.
	SPOTLIGHT ON: SUSTAINABILITY
Our sustainability goals are global, ambitious and broad-reaching, covering areas including water; portfolio; packaging; climate; agriculture; and people and communities. The Corporate Governance and Sustainability Committee has primary responsibility for overseeing the Company’s sustainability strategies and initiatives, including the Company’s short, intermediate, and long-term goals, and receives regular updates from management on priority sustainability topics, including information on actions and progress toward goals. In addition, while the Corporate Governance and Sustainability Committee has primary responsibility in overseeing most aspects of the Company’s sustainability programs, the Board works closely with the Audit Committee and the Talent and Compensation Committee on certain related matters that befit the role of those committees. For example, the Audit Committee oversees certain processes related to external sustainability reporting and disclosures, while the Talent and Compensation Committee has purview over the Company’s people and culture strategy, including diversity, equity and inclusion. The Board and its committees also receive regular reports from the Chief Sustainability Officer, and others as required, related to progress toward achieving the Company’s sustainability goals.
	SPOTLIGHT ON: 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; diversity, equity and inclusion; and equality and fairness. See page 40 for more information on the Talent and Compensation Committee.

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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 appropriate succession plans are in place for our CEO and other members of senior management.

The Corporate Governance and Sustainability Committee, 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 Corporate Governance and Sustainability Committee routinely discusses recommendations and evaluations from the CEO as to potential successors to fill senior positions, including potential successors to the CEO role. These discussions include 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). To reinforce its succession planning responsibilities, the Board also provides senior leaders the opportunity to present at Board and committee meetings on their respective areas of expertise. This not only allows the Board to assess the leaders' abilities and potential for advancement but also provides a platform for senior talent to showcase their knowledge and contribute to the organization's strategic discussions. While the Corporate Governance and Sustainability Committee has the primary responsibility to develop succession plans for the CEO position, it regularly reports back to the full Board and decisions are made at the Board level.

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, what is in the best interests of the Company’s shareowners and feedback from our shareowner engagement efforts.

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.

To balance the authority and influence inherent in the combined role of Chairman and CEO, the Board has been thoughtful in structuring the Lead Independent Director’s role with robust and clearly defined responsibilities. Importantly, the Board has considered feedback from shareowner engagement efforts and best practices in corporate governance.

As an indicator of the Lead Independent Director’s authority, the Board has designated the role as a key point of contact at the Board level for shareowner and other stakeholder communications. Other duties of the Lead Independent Director include leading the performance evaluation of the Chairman and CEO; leading the annual Board evaluation process; collaborating on the structure and responsibilities of Board committees; 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. Maria Elena Lagomasino, our current Lead Independent Director, brings broad strategic and financial acumen, a global perspective, and a robust background in risk management across diverse commercial environments. Her unique qualifications not only enrich her effectiveness in her role but also enhance the Board's overall governance and oversight capabilities. The Board believes that her distinct skillset greatly strengthens her contribution as the Lead Independent Director.

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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, which are chaired by the Lead Independent Director. 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.

Duties and Responsibilities

The duties and responsibilities of the Chairman of the Board, the Chief Executive Officer and the Lead Independent Director are described 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 the active participation of all Directors. ● Serves as a liaison between the independent Directors and the Chairman of the Board on sensitive issues and other matters, when appropriate. ● Discusses with the Chairman of the Board relevant follow-up and feedback from executive sessions of the non-employee Directors. ● Regularly meets with the Chairman of the Board to discuss items of importance, including with respect to strategic and risk oversight matters, as appropriate. ● Approves Board meeting materials for distribution to and consideration by the Board, including providing feedback or advising as to the scope, quality and timeliness of the flow of information provided to 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, and assists the Board and management in promoting strong corporate governance best practices. ● Available to advise the committee chairs in fulfilling their designated roles and responsibilities to the Board. ● Available for consultation and communication with shareowners when appropriate, upon reasonable request. ● Performs such other functions as the Board or other Directors may request.

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BOARD AND COMMITTEE EVALUATION PROCESS

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance. The Corporate Governance and Sustainability Committee regularly discusses Board composition and effectiveness during its committee meetings. In addition, under the leadership of the Lead Independent Director, the Corporate Governance and Sustainability Committee oversees the Board’s annual evaluation process. The Corporate Governance and Sustainability Committee 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.

2023 MULTI-STEP EVALUATION PROCESS
1	Committee Self-Evaluation	2	One-on-One Discussions with Lead Independent Director	3	Board Closed Session
Each committee conducted a separate, closed self-evaluation session.		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 committee and Board functioning and effectiveness		The results of each committee’s self-evaluation, the Lead Independent Director sessions and other feedback were discussed by the Board in a closed Board self-evaluation session.
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, more opportunities for continuing education for Directors, and hands-on experiences for Directors with our business, bottlers, senior leaders and emerging talent around the world.

The Coca-Cola Company ●  38  ● 2024 Proxy Statement

BOARD COMMITTEES

Our Board conducts a portion of our work through the committee structure, which helps ensure a deeper review and understanding of specific areas or issues and takes advantage of the various skills and expertise of our Directors. Throughout most of 2023, the Board operated with five standing committees: the Audit Committee, the Talent and Compensation Committee, the Corporate Governance and Sustainability Committee, the Finance Committee and the Executive Committee.

To ensure our committee structure remained effectively designed to help us meet our objectives, we reorganized some of the committees’ oversight roles. Beginning in February 2023, the work of the former ESG and Public Policy Committee and the former Committee on Directors and Corporate Governance was merged into one committee, which was renamed the “Corporate Governance and Sustainability Committee.”

Information about each committee, including membership information, as of December 31, 2023, is provided below.

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.”

AUDIT COMMITTEE
		Meetings held in 2023: 9 Independence(2): 5 out of 5 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 programs, including cybersecurity. ● In coordination and consultation with the Corporate Governance and Sustainability Committee, oversees certain processes related to the Company’s external sustainability disclosures, including the type and presentation of key sustainability disclosures, the use and selection of reporting frameworks and internal controls and procedures supporting such disclosures. ● 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.
David B. Weinberg Chair
MARC BOLLAND	CHRISTOPHER C. DAVIS
AMITY MILLHISER(1)	CAROLINE J. TSAY
Additional information regarding the Audit Committee can be found beginning on page 107.

⁽¹⁾ Ms. Millhiser was appointed to the Committee effective July 1, 2023.

⁽²⁾ Each member who served on the Committee during 2023 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 and Ms. Millhiser (effective July 1, 2023 upon her appointment to the Committee) as an “Audit Committee financial expert” during 2023.

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TALENT AND COMPENSATION COMMITTEE
			Meetings held in 2023: 6 Independence(1): 4 out of 4 Primary Responsibilities ● Oversees policies and strategies relating to talent, leadership and culture, including diversity, equity and inclusion. ● 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. The Talent and Compensation Committee does not delegate any of its responsibilities regarding the consideration and determination of the senior executive group’s compensation. ● 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.
Helene D. Gayle Chair
CAROLYN EVERSON	ALEXIS M. HERMAN	MARIA ELENA LAGOMASINO

⁽¹⁾ 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.

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE
				Meetings held in 2023(2): 5 Independence(3): 6 out of 6 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. ● Considers shareowner viewpoints on corporate governance matters. ● Oversees the development and implementation of succession plans for the CEO and the most senior positions at the Company. ● Oversees the Company’s policies and programs and related risks that concern environmental, social, legislative, regulatory and public policy matters. ● Oversees the Company’s sustainability programs and goals and the Company’s progress toward achieving such goals, as well as monitors risks related to sustainability matters.
Maria Elena Lagomasino Chair
HERB ALLEN(1)	ANA BOTÍN		BARRY DILLER
ALEXIS M. HERMAN(1)		DAVID B. WEINBERG

(1) Mr. Allen and Ms. Herman were appointed to the Committee effective February 16, 2023 in connection with the merging of the former ESG and Public Policy Committee and the former Committee on Directors and Corporate Governance into one committee as discussed above.

(2) Includes one meeting of the former Committee on Directors and Corporate Governance.

(3) Each member of the Committee meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

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FINANCE COMMITTEE
		Meetings held in 2023: 5 Independence: 5 out of 5 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.
Barry Diller Chair
HERB ALLEN	ANA BOTÍN
CHRISTOPHER C. DAVIS	THOMAS S. GAYNER(1)

(1) Mr. Gayner was appointed to the Committee effective July 19, 2023.

EXECUTIVE COMMITTEE
		Meetings held in 2023: 0 Independence: 2 out of 3 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.
James Quincey Chair
BARRY DILLER	MARIA ELENA LAGOMASINO

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 2023, the Board held 6 meetings, and committees of the Board held a total of 26 meetings (including one meeting of the former ESG and Public Policy Committee and one meeting of the former Committee on Directors and Corporate Governance). 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 2023.

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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	how we engage
We engage with a wide range of constituents, including: ● Institutional shareowners ● Retail shareowners ● Proxy advisory firms ● ESG rating firms ● Regulators ● Sustainability and governance thought leaders	We pursue multiple avenues for engagement, including: ● Quarterly investor calls and other investor-led conferences and presentations ● Company-hosted investor meetings, both in-person and virtual ● Annual Meeting of Shareowners ● Various quarterly and annual reporting and disclosures ● Participation in corporate governance events and with governance-focused organizations providing valuable opportunities to engage with investors, peer companies, policy makers and others to promote knowledge and constructive dialogue (these include the Council of Institutional Investors, Harvard Corporate Governance Roundtable, and Millstein Center for Global Markets and Corporate Ownership, among others)
who is involved	topics of engagement
● Independent directors ● Executive leadership team ● Senior management ● Subject matter experts	Our interactions cover a broad range of business topics, including Board composition and structure; executive compensation; business strategy; business performance and execution; sustainability; diversity, equity and inclusion; human capital management; and Company culture.

In 2023, 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.

2023 COMMUNICATION AND ENGAGEMENT HIGHLIGHTS
February ● 4th Quarter and Full Year 2022 Earnings ● Publication of 2022 Form 10-K ● CAGNY Investor Conference March ● Publication of 2023 Proxy Statement ● Council of Institutional Investors Conference ● Harvard Corporate Governance Roundtable April ● 1st Quarter Earnings ● Publication of 2022 Business & Sustainability Report ● Shareowner outreach regarding voting matters in the 2023 Proxy Statement ● 2023 Annual Meeting of Shareowners	June ● Deutsche Bank Global Consumer Conference July ● 2nd Quarter Earnings September ● Barclays Global Consumer Staples Conference ● Council of Institutional Investors Conference	October ● 3rd Quarter Earnings ● Corporate Governance Fall Engagement Summit with Institutional Investors ● Millstein Center for Global Markets and Corporate Ownership Forum ● Interfaith Center on Corporate Responsibility Annual Event November ● Harvard Corporate Governance Roundtable ● Redburn CEO Conference December ● 2023 Morgan Stanley Global Consumer and Retail Conference

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Additional Governance Matters

PUBLIC POLICY ENGAGEMENT

We consider it our responsibility to engage policymakers and stakeholders on public policy issues that impact our business, employees, consumers and shareowners. The Company’s participation in the public policy and political process is conducted in accordance with the principles of the Codes of Business Conduct and in strict compliance with applicable laws and regulations.

Consistent with our commitment to transparency, the Company discloses our lobbying reports, political contributions and memberships in organizations that promote policy. We believe that sharing this information voluntarily helps inform how the Company leverages its resources and uses its voice in support of our business.

The Company was again recognized as a Trendsetter with a score of 95.7% in the 2023 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, an index issued annually and produced by the Center for Political Accountability in conjunction with the Zicklin Center for Business Ethics Research at The Wharton School at the University of Pennsylvania. Companies that receive a score of 90% or above indicating robust disclosure and oversight are identified as “Trendsetters.”

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 Board, the Chairman of the Board, the CEO, 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, employees who are subject to the reporting requirements of Section 16(a) of the 1934 Act (“Section 16 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 instruments that are designed to hedge or offset any decrease in the market value of Company securities 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”). 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. Our policy also prohibits our Directors and Section 16 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. All other employees of the Company are permitted, but discouraged, from pledging Company securities.

CODES OF BUSINESS CONDUCT

The Company maintains 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 confidentially and anonymously ask questions about our Codes of Business Conduct and other ethics and compliance issues, or report potential violations, through EthicsLine, a global internet and telephone hotline. 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, or persons performing similar functions, 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.

Our Chief Ethics and Compliance Officer is principally responsible for administering compliance with our Codes of Business Conduct, with the support of a team of global compliance professionals. The Chief Ethics and Compliance Officer reports directly to the Company’s Global General Counsel. In addition, the Audit Committee meets with the Chief Ethics and Compliance Officer at least annually to discuss the effectiveness of the Company’s compliance programs and receives status updates of compliance issues at each committee meeting.

The Coca-Cola Company ●  43  ● 2024 Proxy Statement

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 125.

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

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.

The Coca-Cola Company ●  44  ● 2024 Proxy Statement

Director Compensation

The Corporate Governance and Sustainability Committee 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 Corporate Governance and Sustainability Committee 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 charter of the Corporate Governance and Sustainability Committee also authorizes the Committee to engage consultants or advisors in connection with its review and analysis of Director compensation, if and when it deems appropriate. The Board reviews the recommendations of the Corporate Governance and Sustainability Committee and determines the form and amount of Director compensation.

In 2023, the Corporate Governance and Sustainability Committee reviewed the Director compensation program but did not recommend any adjustments to the Board. No changes have been made to Director compensation since 2020.

2023 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, or a prorated portion thereof, on April 1 (or the immediately preceding business day if April 1 is not a business day). 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 or (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 three years of service, all Directors maintain an equity ownership level of at least five times the annual cash retainer.

The Coca-Cola Company ●  45  ● 2024 Proxy Statement

The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, 2023.

2023 DIRECTOR COMPENSATION TABLE

									Change in
									Pension Value
									and Nonqualified
	Fees						Non-Equity		Deferred
	Earned or		Stock		Option		Incentive Plan		Compensation		All Other
	Paid in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name(1)	($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Herb Allen	$	90,000	$	200,000	$	0	$	0	$	0	$	1,670	$	291,670
Marc Bolland		90,000		200,000		0		0		0		1,670		291,670
Ana Botín		90,000		200,000		0		0		0		1,670		291,670
Christopher C. Davis		90,000		200,000		0		0		0		4,952		294,952
Barry Diller		110,000		200,000		0		0		0		2,405		312,405
Carolyn Everson		90,000		200,000		0		0		0		21,670		311,670
Helene D. Gayle		115,000		200,000		0		0		0		1,770		316,770
Thomas S. Gayner(2)		54,000		120,000		0		0		0		4,293		178,293
Alexis M. Herman		94,000		200,000		0		0		0		27,958		321,958
Maria Elena Lagomasino		140,000		200,000		0		0		0		11,930		351,930
Amity Millhiser(3)		54,000		120,000		0		0		0		1,819		175,819
Caroline J. Tsay		90,000		200,000		0		0		0		2,021		292,021
David B. Weinberg		120,000		200,000		0		0		0		2,729		322,729

(1) Mr. Quincey is a Company employee and therefore receives no compensation under the Directors’ Plan.

(2) Mr. Gayner joined the Board on July 19, 2023. Therefore, the information reflects his service on the Board following such appointment.

(3) Ms. Millhiser joined the Board on July 1, 2023. Therefore, the information reflects her service on the Board following such appointment.

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 2023, 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; (iii) each of Ms. Lagomasino and Mr. Diller received an additional $20,000 for service as a chair of other committees; (iv) Ms. Herman received an additional $4,000 for service as Chair of the former ESG and Public Policy Committee, prorated for the portion of the year served (the ESG and Public Policy Committee and the Committee on Directors and Corporate Governance were merged into one committee during 2023); and (v) 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 2023 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 March 31, 2023.

Director	Elective Deferral in Share Units
Mr. Allen	1,450
Ms. Botín	1,087
Mr. Davis	1,450
Mr. Diller	1,772
Ms. Lagomasino	2,255
Mr. Weinberg	1,933

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 Coca-Cola Company ●  46  ● 2024 Proxy Statement

The table below shows the number of outstanding share units held by each non-employee Director who served during 2023.

	Outstanding Share Units
Director	as of 12/31/2023
Mr. Allen	8,215
Mr. Bolland	44,704
Ms. Botín	67,894
Mr. Davis	34,073
Mr. Diller	189,222
Ms. Everson	5,333
Ms. Gayle	57,381
Mr. Gayner	1,964
Ms. Herman	85,231
Ms. Lagomasino	107,116
Ms. Millhiser	1,979
Ms. Tsay	26,100
Mr. Weinberg	59,687

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, and 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. In 2023, the total amount allocated for such travel was $100.

Further described below are the amounts reflected in the All Other Compensation column that are required by SEC rules to be separately identified for 2023.

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 2023, this program matched up to $10,000 of charitable contributions on a two-for-one basis to most tax-exempt entities, including most colleges and universities; private and public schools; youth development; civic organizations; arts and culture organizations; health and human service agencies; and environmental organizations. The total cost of matching contributions on behalf of the non-employee Directors for 2023 under the Company’s matching gifts program was $42,500.

Director	Matching Gifts
Ms. Everson	$20,000
Mr. Gayner	2,500
Ms. Herman	20,000

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 2023 was approximately $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 approximately $4 per Director per year.

PERQUISITES AND OTHER PERSONAL BENEFITS

To help expand the Directors’ knowledge of the Company’s products, the Company provides certain products to Directors’ offices without charge. In 2023, Mses. Herman, Lagomasino and Tsay and Messrs. Davis and Weinberg participated in the program. The total cost incurred by the Company in 2023 for products provided to non-employee Directors was $21,484.

Consistent with all attendees, Mses. Botín, Everson, Gayle, Herman, Lagomasino and Millhiser and Messrs. Allen, Bolland, Davis, Diller, Gayner and Weinberg received gifts in connection with their attendance of a global system meeting. In addition, all non-employee Directors received gifts in connection with certain Board meetings. For the non-employee Directors, the total cost incurred by the Company in 2023 for these gifts was $21,420. In addition, in connection with joining the Board in 2023, Ms. Millhiser and Mr. Gayner received welcome gifts, the total cost of which was $276.

The Coca-Cola Company ●  47  ● 2024 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 a 10% interest in any 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 Corporate Governance and Sustainability Committee, annually reviews all relevant business relationships any Director nominee and any person who served as a Director during 2023 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, Carolyn Everson, Helene D. Gayle, Thomas S. Gayner, Alexis M. Herman, Maria Elena Lagomasino, Amity Millhiser, Caroline J. Tsay and David B. Weinberg. 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.

All of the Directors who serve as members of the Audit Committee, Talent and Compensation Committee, and Corporate Governance and Sustainability Committee 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.

The Coca-Cola Company ●  48  ● 2024 Proxy Statement

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
Ana Botín	Immaterial Sales/Purchases	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 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 to Banco Santander relate to 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.
Thomas S. Gayner	Immaterial Sales/Purchases	The Board examined the Company’s relationship with Markel, where Thomas S. Gayner, one of our Directors, is Chief Executive Officer and a Director. The Board determined that the relationship was not material since (i) the amount paid by the Company for insurance coverage, provided in the ordinary course of business, was less than $1 million; and (ii) the Company has had a relationship with Markel prior to Mr. Gayner’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 Corporate Governance and Sustainability Committee, which will approve only those transactions that are, in its judgment, appropriate or desirable under the circumstances. In approving a transaction, the Corporate Governance and Sustainability Committee may impose conditions it deems appropriate in its discretion. In determining whether or not to approve a related person transaction, the Corporate Governance and Sustainability Committee considers among other factors it deems appropriate:

● The business purpose of and the 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 the 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 and extent of the interest in the transaction of the applicable Related Person, the ongoing nature of any proposed relationship and any other relevant factors.

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 Corporate Governance and Sustainability Committee 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, 2023, 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.

The Coca-Cola Company ●  49  ● 2024 Proxy Statement

6 THE COCA-COLA COMPANY 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 2023 Summary Compensation Table on page 72, and our Directors and executive officers as a group, all as of March 4, 2024. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

	Aggregate	Percent of
	Number of Shares	Outstanding
Name	Beneficially Owned	Shares(1)	Additional Information
Herb Allen	19,282,444	*	Includes 99,054 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. Does not include 8,215 share units deferred under the Directors’ Plan, which are settled in cash.
Marc Bolland	10,000	*	Does not include 44,704 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 67,894 share units deferred under the Directors’ Plan, which are settled in cash.
Christopher C. Davis	20,000	*	Does not include 34,073 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 189,222 share units deferred under the Directors’ Plan, which are settled in cash.
Carolyn Everson	1,570	*	Does not include 5,333 share units deferred under the Directors’ Plan, which are settled in cash.
Helene D. Gayle	3,000	*	Does not include 57,381 share units deferred under the Directors’ Plan, which are settled in cash.
Thomas S. Gayner	5,200	*	Does not include 1,964 share units deferred under the Directors' Plan, which are settled in cash.
Alexis M. Herman	2,000	*	Does not include 85,231 share units deferred under the Directors’ Plan, which are settled in cash.
Maria Elena Lagomasino	23,631	*	Does not include 107,116 share units deferred under the Directors’ Plan, which are settled in cash.
Amity Millhiser	394	*	Shares held by a living trust of which Ms. Millhiser is sole trustee. Does not include 1,979 share units deferred under the Directors' Plan, which are settled in cash.
Caroline J. Tsay	1,104	*	Shares held by a living trust of which Ms. Tsay is sole trustee. Does not include 26,100 share units deferred under the Directors’ Plan, which are settled in cash.
David B. Weinberg	9,286,568	*	Includes 1,576,930 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 56,738 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 174,104 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 59,687 share units deferred under the Directors’ Plan, which are settled in cash.
James Quincey	3,642,038	*	Includes 44,678 shares held by a family member, 200 shares of restricted stock, 7,121 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 3,147,693 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 25,455 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	1,343,156	*	Includes 182,900 shares held in a grantor retained annuity trust, 2,407 shares held by a family member, 200 shares of restricted stock, 703 shares credited to Mr. Murphy under the 401(k) Plan and 1,027,138 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 4,358 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.

The Coca-Cola Company ●  50  ● 2024 Proxy Statement

	Aggregate	Percent of
	Number of Shares	Outstanding
Name	Beneficially Owned	Shares(1)	Additional Information
Manuel Arroyo	689,690	*	Includes 523,636 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024.
Henrique Braun	451,484	*	Includes 12,301 shares credited to Mr. Braun under the 401(k) Plan and 386,717 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 6,063 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.
Jennifer Mann	541,583	*	Includes 7,496 shares credited to Ms. Mann under the 401(k) Plan, and 384,335 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 6,224 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.
All Directors and executive officers as a group (24 persons)	41,936,734	*	Includes 600 shares of restricted stock, 65,097 shares credited under the 401(k) Plan and 7,277,570 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 66,883 share units credited under the Supplemental 401(k) Plan and 688,899 share units deferred under the Directors’ Plan, all of which will be settled in cash.

* 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.

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.

	Aggregate Number of	Percent of
Name and Address	Shares Beneficially Owned	Outstanding Shares(4)
Berkshire Hathaway Inc.(1) 3555 Farnam Street, Omaha, Nebraska 68131	400,000,000	9.28	%
The Vanguard Group(2) 100 Vanguard Blvd., Malvern, Pennsylvania 19355	370,726,586	8.60	%
BlackRock, Inc.(3) 50 Hudson Yards, New York, New York 10001	313,228,689	7.27	%

(1) Berkshire Hathaway Inc., a diversified holding company, has informed the Company that, as of December 31, 2023, 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 13, 2024, reporting beneficial ownership as of December 31, 2023. The Vanguard Group reported that it has sole dispositive power with respect to 353,337,284 shares of Common Stock, shared voting power with respect to 5,118,916 shares of Common Stock, shared dispositive power with respect to 17,389,302 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 January 26, 2024, reporting beneficial ownership as of December 31, 2023. BlackRock, Inc. reported that it has sole voting power with respect to 282,784,394 shares of Common Stock, sole dispositive power with respect to 313,228,689 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 March 4, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the 1934 Act requires the Company’s Directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC.

Based solely on a review of the reports filed for fiscal year 2023 and related written representations, we believe that all Section 16(a) reports were filed on a timely basis, except that, due to an administrative error, a late Form 4 was filed on June 12, 2023 for Manuel Arroyo to report two dispositions of Common Stock on May 9 and May 10, 2023.

The Coca-Cola Company ●  51  ● 2024 Proxy Statement

7 THE COCA-COLA COMPANY COMPENSATION

ITEM 2	Advisory Vote to Approve Executive Compensation
The Board of Directors recommends a vote FOR the advisory vote to approve executive compensation	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 2025 Annual Meeting of Shareowners.
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 55 and the Compensation Tables beginning on page 72.

The Coca-Cola Company ●  52  ● 2024 Proxy Statement

Letter from the Talent and Compensation Committee

We want to thank you for your support of the Company’s executive compensation programs, as evidenced by last year’s “say-on-pay” proposal receiving over 90% support from our shareowners. Our recent shareowner engagements have confirmed that shareowners generally approve of our pay-for-performance philosophy, as well as the design of our executive compensation programs. We are pleased with this feedback, and we remain committed to designing compensation programs that align our executives’ interests with those of our shareowners and that support and drive the Company’s long-term growth and strong financial performance.

Looking back over the last year, 2023 was another strong year for our business. The Company delivered robust revenue and EPS growth, amidst a dynamic global operating environment that included factors ranging from ongoing inflationary and currency pressures to geopolitical tensions and conflicts. As a Committee, we recognized these external pressures at the time we were setting the 2023 annual incentive targets. We remain committed to setting rigorous incentive targets each year that will reward executives for delivering strong, sustainable performance over both the short term and long term. Historically, our philosophy in determining appropriate annual incentive targets has been to set targets at the midpoint of the Company's publicly stated long-term growth plan. This aligns our compensation programs to our investors’ growth and value creation expectations. However, 2023 presented an unusual global inflationary backdrop, which prompted us to consider various alternatives when setting our targets to mitigate the possibility that the targets would not align with the true external environment. After a comprehensive analysis of the macroeconomic environment, including the impact of the expected 2023 inflationary environment, the Committee set our annual incentive targets above the Company’s externally communicated long-term growth plan. Throughout the year, the Committee monitored the impact of inflation and other external influences to help ensure our annual incentive results reflected the results of our business and remained aligned to the value delivered to our shareowners. As a result of the Company’s business performance, the annual incentive plan earned 190% payout. We are proud of the executives’ leadership in driving our strong business results in 2023. Please see “2023 Performance in Review” on page 55 to learn more about our Company’s performance.

As we look ahead to the future, this year we are asking shareowners to approve two plans that will support our commitment to providing compensation programs that align our executives’ and employees’ interests with those of our shareowners and encourage long-term value creation. Beginning on page 90, we are asking shareowners for approval of a new equity plan with a refreshed share pool available for future incentive awards. Equity compensation is a critical component of our rewards philosophy as it directly aligns the interests of our leaders and certain high performing individuals with those of our shareowners. Our current equity plan has been in place since 2014 and expires this year. We are extremely proud of the governance practices that have been implemented to responsibly manage our share usage over the last decade, and we take our role as stewards of the Company’s equity usage very seriously. We have outlined below some examples of how we have substantially reduced our equity usage over the past 10 years to help ensure that our equity practices have minimal dilutive effect on our shareowners:

Equity Stewardship Guidelines, Including Burn Rate Commitment à In response to the investor engagement that followed the 2014 equity plan proposal, the Company issued Equity Stewardship Guidelines to reaffirm our commitment to shareowners of our intention to adhere to strong equity governance. Through these Guidelines, we committed to, among other things, maintain an average annual burn rate of 0.4% or less for the life of the 2014 equity plan. Our actual burn rate for 2023 was 0.14% and our burn rate averaged 0.27% over the life of the 2014 equity plan. See page 65 for more information about our Equity Stewardship Guidelines.

The Coca-Cola Company ●  53  ● 2024 Proxy Statement

Guardrails on Stock Options	à	When determining the number of stock options to award executives, a Black-Scholes value is calculated and floor and ceiling “guardrails” are then calculated based on a 30-day average closing stock price. These guardrails help manage our burn rate commitment and mitigate against excessively high or low Black-Scholes values. See page 63 for more information about our guardrails. Over the last 10 years, this has resulted in significantly fewer stock options being granted than would have been granted using a pure Black-Scholes model.
Equity Mix	à	Over the last 10 years, the proportion of restricted stock units (“RSUs”) and performance share units (“PSUs”) that make up our equity grants has increased, while our usage of stock options has decreased. This has contributed to reducing and maintaining our extremely low dilution rate.
Eligible Population	à	There has been an intentional effort to provide compensation in the form of equity primarily to leaders that have more responsibility for driving the long-term growth of the Company. In 2023, we granted equity awards to approximately 2,000 employees.
Share Repurchases	à	We have followed a share repurchase strategy over the last 10 years that has offset dilution from employee stock-based compensation, including, for example, applying the proceeds from stock option exercises by employees to share repurchases.

As a result of these governance practices, approximately 257 million shares remain available for use under the 2014 equity plan, which will no longer be available once the 2014 equity plan expires at the 2024 Annual Meeting. We are asking shareowners to approve 240 million shares for use under the 2024 equity plan, which results in no increase to the total dilutive effect of our equity compensation program. We anticipate this new pool of shares will last the next 10 years. We intend to govern the 2024 equity plan with the same level of rigor and scrutiny that we have demonstrated over the last 10 years.

We are also asking shareowners to approve a Global Employee Stock Purchase Plan (“GESPP”), as described beginning on page 100. The GESPP is an important employee benefit that enables employees to become long-term shareowners of the Company. It builds a connection between employees and shareowners and helps promote employee investment in the Company’s future growth and success. This is a non-qualified share purchase plan that will be offered globally where legally permissible and administratively feasible. Under the GESPP, employees may purchase Company shares at market price and the Company may match the employees’ share purchases with treasury shares. We expect to administer the GESPP by setting an annual designated purchase limit and requiring a holding period on purchased shares before matching awards vest.

We are proud of the Company’s strong performance in 2023 and believe that our executive compensation programs are consistent with our pay-for-performance philosophy. We also believe that the plans to be voted on at our 2024 Annual Meeting demonstrate our continued commitment to align our rewards programs with the interests of our shareowners. We remain committed to providing transparency for our shareowners and will continue to keep an open dialogue for additional shareowner feedback.

HELENE D. GAYLE	CAROLYN EVERSON	ALEXIS M. HERMAN	MARIA ELENA
Chair			LAGOMASINO

The Coca-Cola Company ●  54  ● 2024 Proxy Statement

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and program designs, the compensation decisions that the Talent and Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) has made under those programs, and the key factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2023, whose names and current positions with the Company are set forth below. Effective January 1, 2024, the Company implemented title changes for many employees across the organization, including Messrs. Arroyo and Braun and Ms. Mann, none of which impacted these individuals’ compensation or responsibilities. Please see our 2023 Summary Compensation Table on page 72 for each Named Executive Officer’s title as of December 31, 2023.

james quincEy	john murphy	manuel arroyo	HENRIQUE BRAUN	JENNIFER MANN
Chairman of the Board and Chief Executive Officer	President and Chief Financial Officer	Executive Vice President and Global Chief Marketing Officer	Executive Vice President and President, International Development	Executive Vice President and President, North America operating unit

2023 PERFORMANCE IN REVIEW

In 2023, we achieved our near-term goals while positioning our business for the long term. As the charts below reflect, our financial results in 2023 built on strong momentum from recent years and outperformed our long-term growth plan. Consistent with our pay-for-performance philosophy, the vast majority of pay for executives is at-risk and performance-based. The key financial measures in our incentive plans are reflective of our growth strategy, are widely used to evaluate the success of our business, and are highly correlated with long-term value creation.

Net Operating Revenue Growth	Organic Revenue Growth (Non-GAAP)*	Operating Income Growth	Comparable Currency Neutral Operating Income Growth (Non-GAAP)*
* 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 fluctuations 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 fluctuations in foreign currency exchange rates. See Annex C on page 131 for reconciliations of non-GAAP financial measures to our results as reported under GAAP. Organic revenue growth is referred to as “net operating revenue growth” in our Named Executive Officers’ incentive programs. Comparable currency neutral operating income growth, further adjusted for structural changes, is referred to as “operating income growth” in our Named Executive Officers’ incentive programs. For more information on the non-GAAP financial measures chosen by the Committee for our Named Executive Officers’ compensation programs, see page 59.

The Coca-Cola Company ●  55  ● 2024 Proxy Statement

Compensation Results

Historically, our philosophy in determining appropriate incentive targets has been to set targets at the midpoint of the Company's publicly stated long-term growth plan. In February 2023, the Committee set the financial performance targets for the annual incentive award above the Company’s externally communicated long-term growth plan in light of the impact of the expected 2023 inflationary environment. The financial performance targets for the annual incentive award were set at 6.5% for net operating revenue growth and 9.5% for operating income growth. Our strong financial performance certified under our incentive plans of 11.5% net operating revenue growth and 16.0% operating income growth resulted in a payout that was above target, consistent with our philosophy of tying executive pay to performance. Similarly, our 2021-2023 PSU payout is reflective of the strong momentum we have been building over the last several years.
Annual Incentive Payout	Long-Term Incentive PSU Payout
% of Target	% of Target
*Discretionary incentive payment	* Reflects decrease of award as a result of application of the relative TSR modifier ** Awards under the 2020-2022 PSU program and the 2021-2022 emerging stronger PSU program were both certified at 200%
Returns to Shareowners
Despite currency headwinds and macroeconomic volatility, the Company grew both its U.S. dollar earnings per share and its dividend in 2023. In February 2024, we announced a 5.4% increase in our dividend per share of Common Stock, which is the Company’s 62nd consecutive annual increase. Consistent with our financial performance, we have accelerated dividend growth over the past several years.
Earnings Per Share	Total Shareowner Return (“TSR”)*
	*The TSR graph shows the value of a $100 investment in the Company’s Common Stock, a comparative index of peers and the S&P 500 Index on December 31, 2018 through December 31, 2023, with dividends reinvested on the day of issuance.
Dividends Per Share

The Coca-Cola Company ●  56  ● 2024 Proxy Statement

2023 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 the Company’s compensation philosophy and core principles and by carefully considering feedback received from shareowners to continually enhance our compensation programs. In 2023, 93% of our CEO’s total direct compensation and 88% of the other Named Executive Officers’ total direct compensation, on average, was performance-based. These charts show the breakdown of the elements of total direct compensation of our Named Executive Officers in 2023.

OUR COMPENSATION PHILOSOPHY AND CORE PRINCIPLES

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

PAY FOR PERFORMANCE		The vast majority of pay for executive officers is at-risk and performance-based with measures aligned to the Company’s long-term growth plan. Performance is assessed in the following ways: ● The Company’s financial performance, including results against long-term growth targets ● The Company’s sustainability performance, including results against predefined measures ● 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 executive officers and remain committed to our Equity Stewardship Guidelines. Our robust governance practices enable us to be good stewards of equity incentives.
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 200 bottling partners around the world. While the Company had $45.8 billion in 2023 reported net operating revenues and employed approximately 79,100 people as of December 31, 2023, the Coca-Cola system generates approximately $160 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 across the globe. System-wide 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 executive compensation and CEO pay ratio, among other things.

The Coca-Cola Company ●  57  ● 2024 Proxy Statement

Talent and Compensation Committee Oversight is a Year-Round Process We have a robust year-round engagement, planning, review and approval process to oversee the Company’s strategies relating to executive compensation, talent, leadership and culture, including diversity, equity and inclusion. When evaluating pay reported in the 2023 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 2023 were decided in February 2024 and reflect performance against targets and goals set in February 2023; and • Long-term incentive awards reported for 2023 were granted in February 2023 and reflect the individual’s potential to drive future growth. Highlights from our 2023 agenda are set forth in the adjacent table.	JANUARY-MARCH ● Reviewed overall robustness and rigor of performance measures and targets for 2023 performance cycles ● Finalized performance measures and targets for upcoming performance cycles ● Approved annual and long-term incentive award opportunities for executive officers ● Discussed key components of talent, leadership and culture strategy, including diversity, equity and inclusion
	APRIL-JUNE ● Reviewed results of “say-on-pay” advisory vote ● Conducted shareowner outreach to gather feedback on the “say-on-pay” advisory vote
	JULY-SEPTEMBER ● Reviewed program designs for the upcoming year ● Evaluated and set compensation comparator group to be used for upcoming year
	OCTOBER-DECEMBER ● Reviewed progress related to key components of talent, leadership and culture strategy, including diversity, equity and inclusion ● Reviewed risk assessment of compensation programs ● Benchmarked compensation program designs and pay opportunities against the compensation comparator group

CHECKLIST OF ExeCutive COMPENSATION PRACTICES

	WHAT WE DO		WHAT WE DON’T DO
● Base the vast majority of executive pay on business performance and shareowner returns; pay is not guaranteed ● Align pay outcomes with individual and Company performance ● Set robust incentive targets derived from long-term growth plan ● 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 compensation programs		● No employment contracts unless required by law ● No dividends or dividend equivalents on unearned PSUs or RSUs ● 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

The Coca-Cola Company ●  58  ● 2024 Proxy Statement

ELEMENTS OF EXECUTIVE COMPENSATION
We generally provide three elements of total direct compensation: base salary, annual incentive and long-term incentive, which are described below. In addition, we provide limited perquisites (see page 66) and standard retirement and benefit plans (see pages 70 and 128).
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 and operating unit financial measures (net operating revenue growth and operating income growth) ● Non-financial measures (progress toward diversity, equity and inclusion aspirations) ● 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 for Named Executive Officers are awarded in the form of stock options and PSUs. Performance measures for the PSUs granted in 2023 were as follows: ● Net operating revenue growth ● EPS growth ● Free cash flow ● Certain environmental sustainability measures ● Relative TSR 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 attract, motivate and retain executives. In 2023, the Committee continued to dedicate time to assess the robustness and rigor of our incentive targets, considering the following: ● Performance levels in line with our long-term growth plan and shareowner expectations ● The likelihood of achieving various levels of performance, including consideration of macroeconomic factors ● Measures, program designs and results at companies in our comparator group

The key financial measures in our incentive plans align with our growth strategy, are widely used to evaluate the success of our business by investors, are prevalent among our compensation comparator group, and are highly correlated with long-term value creation. Our non-financial sustainability measures in our incentive plans align with the Company’s priority issues and reinforce our executives’ accountability for both our short- and long-term sustainability goals. 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 that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. This philosophy has been in place for several years, and we review this regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations.

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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, motivate 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 and other relevant factors. The Committee may also make periodic adjustments in connection with promotions or changes in responsibility.

In January 2023, in connection with his appointment to President, International Development, Mr. Braun’s base salary was increased. In April 2023, adjustments were made to the base salaries of Messrs. Murphy and Arroyo and Ms. Mann, to align with market competitiveness.

	Base Salary		Base Salary
	(12/31/2022)		(12/31/2023)
Name	($)		($)
Mr. Quincey	$	1,600,000	$	1,600,000
Mr. Murphy		1,025,000		1,066,000
Mr. Arroyo		669,500		696,280
Mr. Braun		603,200		700,000
Ms. Mann		675,000		702,000

Annual Incentive Compensation

Annual cash incentives are determined under the Annual 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 predefined financial and non-financial measures (such measures, together, the “Business Performance Factor”) aligned with the Company’s long-term growth strategy as well as each executive’s individual performance (“Individual Performance Amount”).

BASE
SALARY × TARGET
PERCENTAGE × BUSINESS
PERFORMANCE
FACTOR + INDIVIDUAL
PERFORMANCE
AMOUNT (+/- 30%) = ANNUAL
INCENTIVE
AMOUNT (0-200%)

BUSINESS PERFORMANCE FACTOR

Actual awards under the Annual Incentive Plan for the Named Executive Officers are primarily driven by the Business Performance Factor, which follows a formulaic calculation utilizing financial performance targets and non-financial goals determined at the outset of the performance period. The Committee selects financial performance measures and targets that it believes are consistent with the Company’s strategic goals and which are designed to be challenging but achievable.

For 2023, the Committee selected net operating revenue growth and operating income growth as the financial performance measures for the Business Performance Factor.

Historically, our philosophy in determining appropriate annual incentive targets has been to set targets at the midpoint of the Company's publicly stated long-term growth plan of 4% to 6% for organic revenue growth and 6% to 8% for comparable currency neutral operating income growth. This aligns our compensation programs to our investors’ growth and value creation expectations.

In February 2023, the Committee set annual incentive targets above the Company’s long-term growth plan in light of the impact of the expected 2023 inflationary environment. Throughout the year, the Committee monitored the impact of inflation and other external influences to help ensure our annual incentive results reflected the results of our business and remained aligned to the value delivered to our shareowners. After review, the Committee determined the annual incentive targets set at the beginning of 2023 were appropriate and no adjustments were necessary.

The Committee also determined to include certain non-financial goals in the Business Performance Factor for our executive officers, including the Named Executive Officers, to reinforce their collective accountability with respect to the Company’s diversity, equity and inclusion aspirations. These non-financial goals accounted for 10% of the Business Performance Factor and were based on predefined qualitative and quantitative components (the “Diversity, Equity and Inclusion Components”). These Diversity, Equity and Inclusion Components were designed to foster the design and implementation of sustainable diversity, equity and inclusion strategies, as well as to encourage progress toward the Company’s 2030 aspirations, for example, to be 50% led by women globally.

For Messrs. Quincey, Murphy, Arroyo and Braun, the Committee approved a Business Performance Factor design that was weighted 45% for overall Company net operating revenue growth, 45% for overall Company operating income growth (together, “Overall Company Financial Performance”) and 10% for the Diversity, Equity and Inclusion Components. For Ms. Mann, who had

The Coca-Cola Company ●  60  ● 2024 Proxy Statement

responsibility in 2023 for the Company’s North America operating unit (“NAOU”), the Committee approved a Business Performance Factor design that was weighted 60% for Overall Company Financial Performance, 30% for the performance of the NAOU, measured by the net operating revenue growth and operating income growth of the North America reporting segment, each weighted equally, and 10% for the Diversity, Equity and Inclusion Components.

Actual net operating revenue and operating income growth results were rounded to the nearest half percent, and the Committee determined whether each of the Diversity, Equity and Inclusion Components was either achieved or not achieved. The payout for each performance measure was then weighted to determine the final Business Performance Factor. For 2023, the Business Performance Factor could range from 0% to 190% of the target incentive. For the financial performance measures, a minimum threshold must have been achieved and the maximum performance level was set to be difficult. Our 2023 payout results reflect our extraordinary business performance for the year.

The overall financial targets and non-financial goals and results for the Company for 2023 were as follows:

Financial Measures
Performance Measure	Target*	Actual Performance	Result		Weighting	Weighted Result
Net Operating Revenue Growth**		11.5%	200%		45%	90%
Operating Income Growth**		16.0%	200%		45%	90%
Non-Financial Measures
Performance Measure	Goal	Actual Performance	Result		Weighting	Weighted Result
Diversity, Equity and Inclusion Components***	Progress	All Achieved	100%		10%	10%
			Company Performance Factor			190%

* 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.

** 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 fluctuations 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 fluctuations in foreign currency exchange rates, and the impact of structural changes, as applicable. Items impacting comparability include asset impairments, transaction gains/losses, restructuring 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 revenue growth and operating income growth is appropriate because they provide a more consistent comparison against the prior year.

*** 60% of the overall weighting of the Diversity, Equity and Inclusion Components was based on our executive officers demonstrating efforts to design and implement diversity, equity and inclusion strategies aligned to our business strategy with a focus on creating a culture of inclusion and building sustainable programs to foster recruitment, development and retention of diverse talent. The Committee determined this qualitative component was achieved for 2023 based on the Committee’s review of a comprehensive summary of actions completed by our executive officers during 2023. Examples included: embedding diversity, equity and inclusion strategies into talent processes, programs and initiatives; enhancing external recruitment processes to mitigate potential bias; building intentional exposure and development for inclusion network leaders; creating a year-round inclusion program to celebrate and recognize diversity throughout the year; and assessing corporate office spaces to ensure that our facilities accommodate all people.

40% of the overall weighting of the Diversity, Equity and Inclusion Components was determined by quantitatively demonstrating progress as of December 31, 2023 against the prior year period in terms of representation of women in leadership globally and people of color in leadership in the U.S. As the Company demonstrated progress in both categories, the Committee determined that this quantitative component was achieved for 2023.

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The base salary, target annual incentive and 2023 Business Performance Factor for each of our Named Executive Officers were as follows:

					Target		Business
	Base Salary				Annual		Performance
	(12/31/2023)		Target		Incentive		Factor
Name	($)		(%)		($)		(%)
Mr. Quincey	$	1,600,000	200	%	$	3,200,000	190	%
Mr. Murphy		1,066,000	150	%		1,599,000	190	%
Mr. Arroyo		696,280	125	%		870,350	190	%
Mr. Braun		700,000	125	%		875,000	190	%
Ms. Mann*		702,000	100	%		702,000	190	%

* For Ms. Mann, the Business Performance Factor was weighted 60% for Overall Company Financial Performance (at 200%), 30% for the performance of the NAOU, measured by the net operating revenue growth and operating income growth of the North America reporting segment (at 200%), and 10% for the Diversity, Equity and Inclusion Components (at 100%).

INDIVIDUAL PERFORMANCE AMOUNTS

For the Individual Performance Amount, the Committee considers each Named Executive Officer’s individual contributions to overall Company results and operational measures, 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 2023 was 30%. In 2023, the Committee decided not to adjust the payouts based on individual performance for any of the Named Executive Officers.

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 2023, all 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 2023 progress against these Guidelines is included on page 65 under Equity Stewardship Guidelines and Scorecard.

LONG-TERM INCENTIVE AWARDS: AMOUNTS AND PERFORMANCE MEASURES

The Committee sets award ranges for long-term incentive compensation at the executive officer level. In 2023, the ranges were informed by surveys and the pay practices of our compensation comparator group. The Committee does not target a specific percentile ranking against our compensation 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.

Once the value of the 2023 long-term incentive award was determined, the Committee granted the long-term incentive award as a combination of PSUs with a three-year performance period and stock options for our executive officers. The Committee determined that PSUs and stock options, rather than RSUs, were the most appropriate equity vehicles for our executive officers, as they put a greater portion of total compensation at risk if the Company does not deliver growth to its shareowners. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for GAAP purposes, the 2023 Summary Compensation Table may not reflect the same PSU and stock option values described below.

How PSU Amounts and Targets Were Determined

● To determine the number of PSUs awarded, the target dollar value of the grant was divided by a 30-day average closing stock price.

● For PSU awards granted in 2023, performance measures were weighted 30% for net operating revenues, 30% for EPS, 30% for free cash flow and 10% for achievement of certain environmental sustainability measures.

● The financial performance targets were derived from our long-term growth plan and were set by the Committee after a detailed review, which included benchmarking performance and evaluating the practices of compensation comparator companies.

● The environmental sustainability component of the 2023 PSU awards was equally weighted based upon the achievement of predefined goals related to the Company’s World Without Waste packaging strategy (global rPET usage rate) and its 2030 Water Security Strategy (watershed leadership locations replenishment rate).

The Coca-Cola Company ●  62  ● 2024 Proxy Statement

● For PSU awards granted in 2023, 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.

PSU 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 a predefined TSR comparator group falls outside of a predefined range. Specifically, after the performance results are certified, the award will be modified up or down as shown in the table below, if applicable.

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

● For awards granted prior to 2023, the TSR comparator group was aligned with our compensation comparator group. For awards granted in 2023 and after, the TSR comparator group is comprised of the companies listed in the S&P 500 Consumer Staples Index.

● 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%.

How Stock Option Award Amounts Were Determined

● When determining the number of stock options awarded, a Black-Scholes value is calculated, and floor and ceiling “guardrails” are then calculated based on a 30-day average closing stock price. These guardrails help manage our burn rate commitment and mitigate against excessively high or low Black-Scholes values.

● For stock option grants in 2023, our floor guardrail, which valued options at 20% of the 30-day average closing stock price, was used to determine the number of stock options to grant by dividing the target dollar value for the grant by this guardrail value. This resulted in significantly fewer stock options being granted than what would have been granted using a pure Black-Scholes model.

2023 LONG-TERM INCENTIVE AWARDS

The Committee approved the following long-term incentive awards for the Named Executive Officers in February 2023. For Messrs. Quincey and Murphy, the Committee allocated the value of the long-term incentive awards equally between PSUs and stock options. All other employees eligible for long-term incentive awards, including Messrs. Arroyo and Braun and Ms. Mann, were given the opportunity to elect the allocation of their long-term incentive award within predefined parameters. After considering their elections, the Committee also allocated the value of the long-term incentive awards equally between PSUs and stock options for each of Messrs. Arroyo and Braun and Ms. Mann.

			2023‑2025
	2023 Long-Term		Performance
	Incentive Award		Share Units	Options
Name	($)		(#)	(#)
Mr. Quincey	$	15,516,570	146,687	733,437
Mr. Murphy		6,034,220	57,045	285,225
Mr. Arroyo		3,448,120	32,597	162,986
Mr. Braun		3,017,143	28,523	142,613
Ms. Mann		2,155,065	20,373	101,866

The Coca-Cola Company ●  63  ● 2024 Proxy Statement

STATUS OF PSU PROGRAMS

2021-2023(1)(2)(3)(4)
		2021-2023 PSU Program: Performance Category: Compound Annual Growth in Net Operating Revenues (1/3): Threshold 3.0%; Target 5.0%; Maximum 7.0%; Performance Category: Compound Annual Growth in Earnings Per Share (1/3): Threshold 6.0%; Target 8.0%; Maximum 10.0%; Performance Category: Cumulative Free Cash Flow (1/3): Threshold $24.1 Billion; Target $28.1 Billion; Maximum $32.1 Billion	Status: ● Results were certified in February 2024. ● Net operating revenue compound annual growth, EPS compound annual growth and cumulative free cash flow were each above the maximum performance level. The relative TSR modifier was not triggered up or down, as total shareowner return was above the 25th percentile but below the 75th percentile. Final payout was certified at 200% based on Company performance.

2022-2024(1)(2)(3)(4)(5)

Status: ● As of December 31, 2023, 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 2025, including applying the relative TSR modifier, if applicable. 2022-2024 PSU Program: Performance Category: Compound Annual Growth in Net Operating Revenues (30%):Threshold 3.0%; Target 5.0%; Maximum 7.0%; Performance Category: Compound Annual Growth in Earnings Per Share (30%): Threshold 6.0%; Target 8.0%; Maximum 10.0%; Performance Category: Cumulative Free Cash Flow (30%): Threshold $26.6 Billion; Target $30.6 Billion; Maximum $34.6 Billion; Performance Category: Environmental Sustainability (10%): 5% Water: watershed leadership locations replenishment rate: Threshold 65%; Target 70%; Maximum 76%; 5% Packaging: global rPET usage rate: Threshold: 21%; Target: 25%; Maximum 30%

2023-2025(1)(2)(3)(4)(5)

Status: ● As of December 31, 2023, 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 2026, including applying the relative TSR modifier, if applicable. 2023-2025 PSU Program: Performance Category: Compound Annual Growth in Net Operating Revenues (30%): Threshold 3.0%; Target 5.0%; Maximum 7.0%; Performance Category: Compound Annual Growth in Earnings Per Share (30%): Threshold 6.0%; Target 8.0%; Maximum 10.0%; Performance Category: Cumulative Free Cash Flow (30%): Threshold $26.2 Billion; Target $30.2 Billion; Maximum $34.2 Billion; Performance Category: Environmental Sustainability (10%): 5% Water: watershed leadership locations replenishment rate: Threshold 89.1%; Target 95%; Maximum 105.1%; 5% Packaging: global rPET usage rate: Threshold 22.5%; Target 26.5%; Maximum 31%

The Coca-Cola Company ●  64  ● 2024 Proxy Statement

(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 for the net operating revenue, EPS and free cash flow performance measures. For the environmental sustainability performance measures, if applicable, results are rounded and the number of shares is not extrapolated between performance levels.

(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 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted to exclude the impact of accounting changes, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable.

(3) The PSU program provides for comparable currency neutral EPS growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from EPS reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral EPS growth for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted to exclude the impact of accounting changes, if applicable, tax impacts resulting from the application of the 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”), if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable.

(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 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, for the impact of currency. Free cash flow for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted for the impact of accounting changes and certain cash payments for pension plan contributions, if applicable, cash impacts resulting from the application of the tax court rulings and/or settlements arising from the 2015 Notice of Deficiency, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. The free cash flow target for the 2023-2025 period reflects the impact of significantly higher annual transition tax payments required by the 2017 Tax Cuts and Jobs Act as compared to the annual transition tax payments included in the targets for the 2021-2023 and 2022-2024 periods. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 to the Company’s consolidated financial statements in the Form 10-K for more information.

(5) The PSU program for the 2022-2024 and 2023-2025 periods provides for the environmental sustainability performance measure to be equally weighted based on the achievement of predefined goals related to the Company’s 2030 Water Security Strategy (watershed leadership locations replenishment rate) and its World Without Waste packaging strategy (global rPET usage rate). “Watershed leadership locations replenishment rate” is the ratio of replenish project volumetric benefits (located within “leadership locations” minors basins and/or their water supply watersheds) divided by the replenishment required in the “leadership locations” (its total water use less its beneficial wastewater discharge). “Leadership locations” is a Company designation for locations of Company manufacturing facilities that satisfy the criteria of a water risk assessment. “Global rPET usage rate” is defined as the percent of rPET (recycled polyethylene terephthalate) procured for use in our global primary consumer PET packaging (non-refillable PET bottles and refillable PET bottles). The environmental sustainability calculations for the 2022-2024 and 2023-2025 periods will be adjusted to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. In addition, the calculations will be adjusted for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable.

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 RSUs 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 2023.

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, although 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 for the Company.

● 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 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.

The Coca-Cola Company ●  65  ● 2024 Proxy Statement

2023 Equity Scorecard

	Description		2023
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.		0.14%
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)	0.22%	4.62%	4.84%
Actual Dilution	A measure of how much the equity issued to employees reduces the value of existing shares.(2)		0.22%

(1) Based on share usage assumption of 200 million shares.

(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.

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 2023. 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 74.

Category	Business Rationale
Aircraft Usage	To allow travel time of our Chairman and CEO and our President and Chief Financial Officer to be used productively for the Company; for security purposes due to the high profile and global nature of our business 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 executive officers 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. As Chairman of the Board, Mr. Quincey received gifts in connection with certain Board meetings. Club membership privileges are provided to Messrs. Murphy and Braun, primarily for business purposes but also for occasional personal purposes.

HOW WE MAKE COMPENSATION DECISIONS

Shareowner Engagement and Results of 2023 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 42).

The Committee takes the feedback from these engagement efforts seriously, as well as the results of our “say-on-pay” proposals. At the 2024 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.

Last year, the Company’s say-on-pay proposal received support from over 90% of the votes cast. Through robust engagement in recent years, we have confirmed that shareowners generally approve of our pay-for-performance philosophy, as well as the design of our executive compensation programs. Shareowners have also expressed support for our recent compensation initiatives, and, in particular, support the incorporation of sustainability measures into our annual and long-term incentive programs. Through these engagements, we’ve committed to continue to maintain our focus on designing programs from a pay-for-performance perspective and follow our strong governance practices, which include our commitment to monitor and limit the use of consulting agreements with senior executive officers and exercise prudence with all aspects of such agreements, including quantum. We are encouraged by the continuous feedback we receive from shareowners and are committed to continuing our shareowner outreach program as it relates to our executive compensation programs.

The Coca-Cola Company ●  66  ● 2024 Proxy Statement

Decision-Making Process

ROLE OF THE COMMITTEE

The Committee reviews and discusses the Board’s annual 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 the 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.

COMMITTEE RESOURCES AND TOOLS

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

Compensation Comparator Group

We use a comparator group of companies when making certain compensation decisions. This 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 Company. We routinely review the selection criteria and companies in our comparator group. For 2023, based on input from our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Committee approved updates to the comparator group, which resulted in the addition of four companies (Abbott Laboratories, Archer-Daniels-Midland Company, Intel Corporation, and The Kraft Heinz Company), and the removal of four companies (AT&T Inc., General Mills, Inc., International Business Machines Corporation, and Walmart Inc.).

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

How the Compensation Comparator Group Was Chosen	How We Use the Compensation Comparator Group*	2023 Compensation Comparator Group
● Comparable size to the Company 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, mix and design of equity incentives awarded to employees ● To benchmark share ownership guidelines ● To assess the competitiveness of total direct compensation awarded to executive officers ● 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	● Abbott Laboratories ● Archer-Daniels-Midland Company ● Colgate-Palmolive Company ● Danone S.A. ● Intel Corporation ● Johnson & Johnson ● Kimberly-Clark Corporation ● The Kraft Heinz Company ● 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
* Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some purposes when data is not publicly available for the non U.S.-based companies.

The Coca-Cola Company ●  67  ● 2024 Proxy Statement

Role of the Compensation Consultant

COMPENSATION CONSULTANT INDEPENDENCE

The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2023, the Committee engaged Meridian to serve as its independent consultant with respect to executive compensation programs. Meridian reports directly to the Committee.

In accordance with the Committee’s Independent Compensation Consultant Policy (the “ICC 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 ICC 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 ICC 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 ICC 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 benefit programs

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 2023, the Company conducted, and both the compensation consultant and the Committee reviewed, a global risk assessment of our compensation programs. 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. As such, the Company did not make any material adjustments to its compensation policies and practices as a result of the global risk assessment.

The Coca-Cola Company ●  68  ● 2024 Proxy Statement

ADDITIONAL COMPENSATION INFORMATION

Share Ownership Guidelines

● Share ownership guidelines align executives’ long-term financial interests with those of shareowners.

● All Named Executive Officers are in compliance with the share ownership guidelines.

● The ownership guidelines for our Named Executive Officers are as follows:

Name	Value of Common Stock to be Owned*
Mr. Quincey	8 times base salary
Mr. Murphy	5 times base salary
Messrs. Arroyo and Braun and Ms. Mann	4 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 ownership guidelines, the Committee may direct that up to 50% of the annual 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.

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.

● Executive officers who have not yet met their share 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 share 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.

Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies

● The Company has an insider trading policy prohibiting our Directors, Section 16 Officers, and certain other insiders from (i) purchasing any financial instruments that are designed to hedge or offset any decrease in the market value of Company securities, or (ii) engaging in any short sales of Company securities. Our Directors and Section 16 Officers and certain other insiders are also prohibited 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.

● For a more detailed discussion of the Company’s anti-hedging, anti-short sale and anti-pledging policies, see page 43.

Clawbacks

● Effective October 2, 2023, the Company adopted a clawback policy to align with listing rules adopted by NYSE as required by the SEC. The policy applies to all executive officers (as defined under the applicable rules) and requires the Company to seek to recoup certain incentive-based compensation, whether cash- or equity-based, from current or former officers and in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws.

● In addition, under certain other circumstances, the Company’s incentive compensation, including equity compensation, is subject to recoupment. 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. These 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), actions that result in reputational harm to the Company, disclosing confidential information or trade secrets, accepting employment with

The Coca-Cola Company ●  69  ● 2024 Proxy Statement

competitors or soliciting Company employees. These provisions apply regardless of whether these actions result in an accounting restatement.

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 2023 Pension Benefits table on page 79 for the value of accumulated pension benefits for the Named Executive Officers.

● Benefit plans generally include medical, dental and disability plans.

Change in Control

● The Company has change in control provisions in its annual and long-term incentive 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 80.

Tax and Accounting Implications of Compensation

● We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Tax Code Section 162(m) with respect to certain compensation in excess of $1 million paid in any one year to each of certain of our current and former executive officers. 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. 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.

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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 Chair	CAROLYN EVERSON	ALEXIS M. HERMAN	MARIA ELENA LAGOMASINO

Compensation Committee Interlocks and Insider Participation

The Talent and Compensation Committee is composed entirely of the four independent Directors listed above. No member of the Talent and Compensation Committee is a current, or during 2023 was a former, officer or employee of the Company or any of its subsidiaries. During 2023, no member of the Talent and Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of Related Person Transactions. In 2023, 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.

The Coca-Cola Company ●  71  ● 2024 Proxy Statement

Compensation Tables

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

2023 SUMMARY COMPENSATION TABLE

												Change in
												Pension
												Value and
										Non-Equity		Nonqualified
										Incentive		Deferred
						Stock		Option		Plan		Compensation		All Other
		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position(1)	Year	($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
James Quincey	2023	$	1,600,000	$	0	$	8,299,550	$	7,217,020	$	6,080,000	$	921,282	$	625,056	$	24,742,908
Chairman of the Board and	2022		1,600,000		0		8,517,245		5,616,094		6,080,000		490,035		519,145		22,822,519
Chief Executive Officer	2021		1,600,000		0		13,672,020		2,800,715		6,400,000		293,215		117,928		24,883,878
John Murphy	2023		1,055,750		0		3,227,606		2,806,614		3,038,100		725,785		272,290		11,126,145
President and	2022		961,062		0		2,839,082		1,872,029		2,556,094		640,083		187,962		9,056,312
Chief Financial Officer	2021		881,250		0		4,557,227		933,573		2,237,500		384,196		148,111		9,141,857
Manuel Arroyo	2023		689,585		0		1,844,338		1,603,782		1,653,665		276,429		587,344		6,655,143
Chief Marketing Officer	2022		664,625		0		3,096,885		1,021,310		1,590,063		264,214		714,076		7,351,173
	2021		645,000		0		3,728,637		763,833		1,625,000		107,010		613,008		7,482,488
Henrique Braun(2)	2023		700,000		0		1,613,831		1,403,312		1,662,500		321,024		1,246,446		6,947,113
Senior Vice President and President, International Development
Jennifer Mann(3)	2023		695,250		0		1,152,704		1,002,361		1,333,800		264,308		65,504		4,513,927
Senior Vice President and President,
North America operating unit

(1) Principal position reflects position held as of December 31, 2023. Effective January 1, 2024, the Board implemented title changes for many individuals across the organization, including Messrs. Arroyo and Braun and Ms. Mann, none of which impacted the individuals’ compensation or responsibilities.

(2) Compensation for Mr. Braun is provided only for 2023 because he was not a Named Executive Officer for 2022 or 2021.

(3) Compensation for Ms. Mann is provided only for 2023 because she was not a Named Executive Officer for 2022 or 2021.

Salary (Column (c))

The amounts reported in the Salary column represent the base salary earned by each of the Named Executive Officers in the applicable year.

Bonus (Column (d))

The amounts reported in the Bonus column represent any cash-based guaranteed or discretionary bonuses, retention bonuses, hiring bonuses, or relocation bonuses not based on any predefined performance targets. No such bonuses were awarded to any of the Named Executive Officers in 2021, 2022 or 2023.

Stock Awards (Column (e))

The amounts reported in the Stock Awards column represent the grant date fair value of stock awards determined pursuant to ASC Topic 718. For 2023, all of the stock awards reported in the Stock Awards column are PSUs granted under the 2014 Equity Plan, which pay in stock if predefined performance targets are met over the applicable performance period.

If a PSU award’s threshold level is not achieved, no shares are earned. For PSU awards granted in 2023, if the threshold level or greater is achieved for each of the performance measures, the number of shares earned ranges from 50% to 200% of the target number of shares. In addition, the PSUs are subject to a relative TSR modifier. The relative TSR modifier will decrease or increase the number of shares earned by 25% if TSR over the performance period relative to a predefined TSR comparator group falls outside of a predefined range. See page 63 for more information about the relative TSR modifier.

The Coca-Cola Company ●  72  ● 2024 Proxy Statement

The amounts for 2023 in the Summary Compensation Table above reflect the value of the PSU awards at the target (or 100%) level. The table below provides the potential value of the PSU awards at the threshold, target and maximum levels. The measures, targets and status of the PSU programs are described beginning on page 64.

	2023‑2025 Performance
	Share Units Granted 02/27/2023
	Value at Threshold		Value at Target (100%)		Value at Maximum
Name	Level (50%)(1)(2)		(Reported in Column (e) Above)(1)		Level (200%)(1)
Mr. Quincey	$	4,149,747	$	8,299,550	$	16,599,101
Mr. Murphy		1,613,775		3,227,606		6,455,212
Mr. Arroyo		922,141		1,844,338		3,688,677
Mr. Braun		806,887		1,613,831		3,227,663
Ms. Mann		576,324		1,152,704		2,305,409

(1) Pursuant to the relative TSR modifier on PSU awards, the number of shares earned will be decreased or increased by 25% if TSR over the applicable performance period relative to the S&P 500 Consumer Staples Index (see page 63) falls outside of a predefined range.

(2) Assumes threshold achievement for all performance measures.

For information on the assumptions used by the Company in calculating the value of the awards, see Note 13 to the Company’s consolidated financial statements in the Form 10-K. To see the value actually received by the Named Executive Officers upon vesting of stock in 2023, refer to the 2023 Option Exercises and Stock Vested table on page 78. Additional information on all outstanding stock awards is reflected in the 2023 Outstanding Equity Awards at Fiscal Year-End table beginning on page 77.

Option Awards (Column (f))

The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted under the 2014 Equity Plan to each of the Named Executive Officers, calculated in accordance with ASC Topic 718.

For information on the assumptions used by the Company in calculating these amounts, see Note 13 to the Company’s consolidated financial statements in the Form 10-K. To see the value actually received upon exercise of options by the Named Executive Officers in 2023, refer to the 2023 Option Exercises and Stock Vested table on page 78. Additional information on all outstanding option awards is reflected in the 2023 Outstanding Equity Awards at Fiscal Year-End table beginning on page 77.

Non-Equity Incentive Plan Compensation (Column (g))

The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each Named Executive Officer under the Company’s Annual Incentive Plan. The Annual Incentive Compensation section of the Compensation Discussion and Analysis, which begins on page 60, describes how the 2023 Annual Incentive Plan awards to the Named Executive Officers were determined.

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

The amounts reported for each year in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are comprised of changes in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers under the applicable pension plan during such year.

Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as the discount rate. The assumptions used by the Company in calculating the change in pension value are described on page 79.

The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s retirement plans during any given year.

None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts.

The material provisions of the Company’s retirement plans and deferred compensation plans in which the Named Executive Officers participate are described in the Summary of Plans in Annex B beginning on page 128.

The Coca-Cola Company ●  73  ● 2024 Proxy Statement

All Other Compensation (Column (i))

The amounts reported in the All Other Compensation column reflect, for each Named Executive Officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amount contributed by the Company to applicable Company 401(k) and savings plans; and (iv) the dollar value of life insurance premiums paid by the Company. The material provisions of the Company 401(k) and savings plans in which the Named Executive Officers participate are described in the Summary of Plans in Annex B beginning on page 128.

The following table outlines those perquisites and other personal benefits and additional all other compensation required by SEC rules to be separately quantified for 2023. A dash indicates that the Named Executive Officer received the perquisite or personal benefit, but the amount was not required to be disclosed under SEC rules. The narrative following the table describes all categories of perquisites and other personal benefits provided by the Company in 2023.

	Perquisites and Other Personal Benefits								Additional All Other Compensation
					Financial						Company Contributions
	Aircraft		International Service		and Tax				Tax		to Company 401(k) and		Life Insurance
Name	Usage		Program Benefits		Planning		Other		Reimbursement		Savings Plans		Premiums
Mr. Quincey	$	347,400	$	—	$	0	$	—	$	0	$	268,800	$	3,048
Mr. Murphy		43,836		—		—		31,081		56,245		126,415		2,437
Mr. Arroyo		0		581,635		0		—		0		0		1,593
Mr. Braun		—		1,144,570		—		—		12,754		69,829		1,600
Ms. Mann		—		0		—		—		5,498		50,225		1,605

AIRCRAFT USAGE

The Company operates leased aircraft to allow employees to safely and efficiently travel for business purposes around the world. Given the Company’s significant global presence, we believe it is a business imperative for senior leaders to be on the ground at our global operations. The Company aircraft allow employees to be far more productive than if commercial flights were utilized, as the aircraft provide a confidential and highly productive environment in which to conduct business without the schedule constraints imposed by commercial airline service.

The Company aircraft are made available to the Named Executive Officers for their personal use in the following situations:

● Use of the Company aircraft is the Board’s strongly preferred method for all travel by Messrs. Quincey and Murphy for both business and personal travel. This is for security purposes due to the high profile and global nature of our business and well-recognized brands, as well as to ensure that they can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Messrs. Quincey and Murphy, and their immediate family members traveling with them, used the Company aircraft for a reasonable number of personal trips. Personal use of the Company aircraft results in imputed taxable income. Neither Messrs. Quincey nor Murphy is provided a tax reimbursement for personal use of aircraft.

● No other Named Executive Officers use the Company aircraft for personal purposes except in extraordinary circumstances. No other Named Executive Officer used the Company aircraft solely for personal purposes in 2023, other than Messrs. Quincey and Murphy.

● Infrequently, spouses and guests of Named Executive Officers travel on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company and, where applicable, a nominal amount is included in the All Other Compensation table above. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided unless the Company determines that such persons are traveling for a business purpose.

● In determining the incremental cost to the Company of personal use of the Company aircraft, the Company calculates the average direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are as follows:

● aircraft fuel and oil;

● travel, lodging and other expenses for crew;

● prorated amount for routine repairs and maintenance;

● prorated amount for rental fee on airplane hangar (when away from home base);

● catering;

● logistics (landing fees, permits, etc.); and

● the amount, if any, of disallowed tax deductions associated with such use.

The Coca-Cola Company ●  74  ● 2024 Proxy Statement

When an aircraft is already flying to a destination for business purposes, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining the aggregate incremental cost to the Company.

While it happens very rarely, if an aircraft travels empty before picking up or after dropping off a passenger flying for personal reasons, this “deadhead” segment would be included in the incremental cost attributable to overall travel.

INTERNATIONAL SERVICE PROGRAM BENEFITS

The Company provides benefits to globally mobile employees under various international service programs, the material provisions of which are described on page 130. These programs are designed to relocate and support employees who are sent on an assignment outside of their home country. The purpose of the programs is to make sure that when the Company requests that an employee move outside his or her home country, economic considerations do not play a role. This helps the Company quickly meet its business needs around the world and develop its employees.

Mr. Quincey participated in an international service program through April 30, 2017 because he was a citizen of the United Kingdom who relocated to the United States. Certain benefits related to his participation in the program were paid in 2023 and may be paid in future years.

Mr. Murphy participated in an international service program through December 31, 2020 because he was a citizen of Ireland who relocated to the United States in January 2019. Certain benefits related to his participation in the program were paid in 2023 and may be paid in future years.

Mr. Arroyo participated in an international service program for all of 2023 because he was a citizen of Spain based in Singapore through July 2023 who then relocated to the United States in August 2023. Certain benefits related to his participation in the program were paid in 2023 and will continue to be paid in future years.

Mr. Braun, a dual citizen of the United States and Brazil, participated in an international service program through March 31, 2023 while he was based in Brazil. He relocated to the United States in April 2023. Certain benefits related to his participation in the program were paid in 2023 and may be paid in future years.

The costs to the Company in 2023 were as follows:

Name	Home Leave		Housing Allowance		Cost of Living Allowance		Tax Equalization(1)		Other Program Allowances
Mr. Quincey	$	0	$	0	$	0	$	271	$	0
Mr. Murphy		0		0		0		2,276		0
Mr. Arroyo		71,734		202,710		40,005		0		267,186
Mr. Braun		5,000		78,949		551		936,755		123,315

(1) The tax equalization amount, which includes tax preparation services, may differ significantly from year to year due to differences in timing of payments and tax reporting years in various countries. For Mr. Arroyo, these payments did not result in a net reportable benefit for 2023.

FINANCIAL AND TAX PLANNING

The Company provides a taxable reimbursement to the Named Executive Officers for financial planning services, which may include tax preparation and estate planning services. No tax gross-ups are provided to the Named Executive Officers for this benefit.

OTHER PERQUISITES

The Company makes available executive physicals to executives, including the Named Executive Officers. In 2023, as Chairman of the Board, Mr. Quincey received gifts in connection with certain Board meetings. In 2023, the Company paid for club membership privileges for Messrs. Murphy and Braun, which are used primarily for business purposes but also for occasional personal purposes. The Company does not incur any additional cost for Mr. Murphy’s or Mr. Braun’s use of their club membership for personal purposes.

TAX REIMBURSEMENT

The amounts reported in the table on page 74 represent tax reimbursements for certain Named Executive Officers. For Messrs. Murphy and Braun and Ms. Mann, all amounts for 2023 are related to business use of the Company aircraft. No Named Executive Officer is provided a tax reimbursement for personal use of aircraft, but Named Executive Officers are provided a tax reimbursement for taxes incurred when a spouse or significant other travels for business purposes. These taxes are incurred because of the Internal Revenue Service’s extremely limited rules concerning business travel by non-employees. It is sometimes necessary for spouses or significant others to accompany Named Executive Officers to business functions. In contrast to personal use, the Company does not believe an employee should pay personally when spousal or significant other travel is required or important for business purposes.

To calculate taxable income, the Standard Industry Fare Level rates set by the Internal Revenue Service are used. Where a tax reimbursement is authorized, it is calculated using the highest marginal federal tax rate, the applicable state rate and Medicare rates. The rate used to calculate taxable income has no relationship to the incremental cost to the Company associated with the use of the Company aircraft.

The Coca-Cola Company ●  75  ● 2024 Proxy Statement

COMPANY CONTRIBUTIONS TO COMPANY 401(K) AND SAVINGS PLANS

The Company makes matching contributions to Named Executive Officers who participate in applicable Company 401(k) or savings plans on the same terms and using the same formulas as other participating employees. In 2023, all of the Named Executive Officers except for Mr. Arroyo participated in the Company 401(k) Plan and Supplemental 401(k) Plan.

The amounts reported in the table on page 74 represent the following contributions in 2023:

● Mr. Quincey – $11,550 to the 401(k) Plan and $257,250 to the Supplemental 401(k) Plan

● Mr. Murphy – $11,550 to the 401(k) Plan and $114,865 to the Supplemental 401(k) Plan

● Mr. Braun – $11,550 to the 401(k) Plan and $58,279 to the Supplemental 401(k) Plan

● Ms. Mann – $11,550 to the 401(k) Plan and $38,675 to the Supplemental 401(k) Plan

In 2023, Mr. Arroyo participated in the Mobile Employees Retirement Plan (the “Mobile Plan”), which is included in the 2023 Pension Benefits table on page 79.

LIFE INSURANCE PREMIUMS

The Company provides life insurance to U.S.-based employees, including the Named Executive Officers. In 2023, this coverage was equal to the lesser of 1.5 times base pay or $2,000,000. The amounts reported in the table on page 74 represent the premiums paid for this insurance by the Company.

2023 GRANTS OF PLAN-BASED AWARDS

												Exercise		Closing		Grant Date
											All Other Option	or		Price		Fair Value
		Estimated Future Payouts Under						Estimated Future Payouts Under			Awards: Number	Base Price		on		of Stock
		Non-Equity Incentive Plan Awards						Equity Incentive Plan Awards			of Securities	of Option		Grant		and Option
		Threshold		Target		Maximum		Threshold	Target	Maximum	Underlying Options	Awards		Date		Awards
Name	Grant Date	($)		($)		($)		(#)	(#)	(#)	(#)	($/Sh)		($/Sh)		($)
(a)	(b)	(c)		(d)		(e)		(f)	(g)	(h)	(j)	(k)				(l)
James Quincey	—	$	0	$	3,200,000	$	6,400,000
	2/27/2023							73,343	146,687	293,374						$	8,299,550
	2/27/2023										733,437	$	60.02	$	59.82		7,217,020
John Murphy	—		0		1,599,000		3,198,000
	2/27/2023							28,522	57,045	114,090							3,227,606
	2/27/2023										285,225		60.02		59.82		2,806,614
Manuel Arroyo	—		0		870,350		1,740,700
	2/27/2023							16,298	32,597	65,194							1,844,338
	2/27/2023										162,986		60.02		59.82		1,603,782
Henrique Braun	—		0		875,000		1,750,000
	2/27/2023							14,261	28,523	57,046							1,613,831
	2/27/2023										142,613		60.02		59.82		1,403,312
Jennifer Mann	—		0		702,000		1,404,000
	2/27/2023							10,186	20,373	40,746							1,152,704
	2/27/2023										101,866		60.02		59.82		1,002,361

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Incentive) (Columns (c), (d) and (e))

The amounts represent the possible awards under the Annual Incentive Plan as described beginning on page 60. Actual payments under these awards were determined in February 2024, paid in March 2024, and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the 2023 Summary Compensation Table.

Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs) (Columns (f), (g) and (h))

The awards represent PSUs granted in February 2023. The performance period is from January 1, 2023 to December 31, 2025 for the PSU awards. The awards are subject to a relative TSR modifier. The grant date fair value is included in the Stock Awards column (column (e)) of the 2023 Summary Compensation Table. For additional details of the PSU awards granted in 2023, see the discussion beginning on page 62.

All Other Option Awards and Exercise Price of Option Awards (Stock Options) (Columns (j) and (k))

The awards represent stock options granted in February 2023. These options have a term of 10 years from the grant date and vest 25% on February 29, 2024, February 28, 2025, February 27, 2026 and February 26, 2027. The exercise price of stock options is the average of the high and low prices of a share of Common Stock on the grant date.

The Coca-Cola Company ●  76  ● 2024 Proxy Statement

2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards							Stock Awards
												Equity Incentive		Equity Incentive
												Plan Awards:		Plan Awards:
	Number of		Number of					Number of		Market Value		Number of		Market or Payout
	Securities		Securities					Shares or		of Shares or		Unearned Shares,		Value of Unearned
	Underlying		Underlying		Option			Units of Stock		Units of Stock		Units or Other		Shares, Units or
	Unexercised		Unexercised		Exercise		Option	That Have Not		That Have Not		Rights That Have		Other Rights That
	Options (#)		Options (#)		Price		Expiration	Vested		Vested		Not Vested		Have Not Vested
Name	Exercisable		Unexercisable		($)		Date	(#)		($)		(#)		($)
(a)	(b)		(c)		(e)		(f)	(g)		(h)*		(i)		(j)*
James Quincey	144,930	(1) ​			$	41.8850	2/18/2025	443,544	(10)  ​	$	26,138,048	566,332	(11)  ​	$	33,373,945
	266,403	(2) ​				43.5150	2/17/2026
	337,824	(3) ​				40.8900	2/15/2027
	444,296	(4) ​				44.4750	2/15/2028
	527,087	(5) ​				45.4350	2/21/2029
	364,988	(6) ​	121,663	(6) ​		59.4850	2/20/2030
	277,298	(7) ​	277,299	(7) ​		50.4383	2/18/2031
	170,598	(8) ​	511,795	(8) ​		61.3400	2/17/2032
			733,437	(9) ​		60.0200	2/25/2033
John Murphy	57,298	(1) ​				41.8850	2/18/2025	147,848	(12)  ​		8,712,683	205,076	(13)  ​		12,085,129
	38,751	(2) ​				43.5150	2/17/2026
	99,437	(3) ​				40.8900	2/15/2027
	152,483	(4) ​				44.4750	2/15/2028
	193,265	(5) ​				45.4350	2/21/2029
	121,662	(6) ​	40,555	(6) ​		59.4850	2/20/2030
	92,433	(7) ​	92,433	(7) ​		50.4383	2/18/2031
	56,866	(8) ​	170,598	(8) ​		61.3400	2/17/2032
			285,225	(9) ​		60.0200	2/25/2033
Manuel Arroyo	7,038	(3) ​				40.8900	2/15/2027	120,966	(14)  ​		7,128,526	164,442	(15)  ​		9,690,567
	57,581	(4) ​				44.4750	2/15/2028
	115,959	(5) ​				45.4350	2/21/2029
	95,118	(6) ​	31,706	(6) ​		59.4850	2/20/2030
	75,627	(7) ​	75,627	(7) ​		50.4383	2/18/2031
	31,024	(8) ​	93,072	(8) ​		61.3400	2/17/2032
			162,986	(9) ​		60.0200	2/25/2033
Henrique Braun	57,298	(1) ​				41.8850	2/18/2025	43,010	(16)  ​		2,534,579	101,156	(17)  ​		5,961,123
	50,545	(2) ​				43.5150	2/17/2026
	55,500	(3) ​				40.8900	2/15/2027
	38,387	(4) ​				44.4750	2/15/2028
	43,081	(5) ​				45.4350	2/21/2029
	28,756	(6) ​	9,586	(6) ​		59.4850	2/20/2030
	26,889	(7) ​	26,890	(7) ​		50.4383	2/18/2031
	13,788	(8) ​	41,366	(8) ​		61.3400	2/17/2032
			142,613	(9) ​		60.0200	2/25/2033
Jennifer Mann	18,622	(1) ​				41.8850	2/18/2025	53,762	(18)  ​		3,168,195	84,856	(19)  ​		5,000,564
	17,691	(2) ​				43.5150	2/17/2026
	19,024	(3) ​				40.8900	2/15/2027
	73,931	(4) ​				44.4750	2/15/2028
	80,820	(5) ​				45.4350	2/21/2029
	53,089	(6) ​	17,697	(6) ​		59.4850	2/20/2030
	33,612	(7) ​	33,612	(7) ​		50.4383	2/18/2031
	13,788	(8) ​	41,366	(8) ​		61.3400	2/17/2032
			101,866	(9) ​		60.0200	2/25/2033

* Market values in columns (h) and (j) were determined by multiplying the number of shares of stock or units, as applicable, by $58.93, the closing price of Common Stock on December 29, 2023, the last trading day of the year.

(1) These options were granted on February 19, 2015. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

(2) These options were granted on February 18, 2016. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

(3) These options were granted on February 16, 2017. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

(4) These options were granted on February 15, 2018. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

(5) These options were granted on February 21, 2019. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

(6) These options were granted on February 20, 2020. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

(7) These options were granted on February 18, 2021. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

(8) These options were granted on February 17, 2022. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

(9) These options were granted on February 27, 2023. The options vest 25% on February 29, 2024, February 28, 2025, February 27, 2026 and February 26, 2027.

The Coca-Cola Company ●  77  ● 2024 Proxy Statement

(10) Reflects 443,544 PSUs earned upon satisfaction of the performance measures under the 2021 2023 PSU program.

(11) Reflects 272,958 PSUs for the 2022 2024 PSU program at the maximum award level and 293,374 PSUs for the 2023 2025 PSU program at the maximum award level.

(12) Reflects 147,848 PSUs earned upon satisfaction of the performance measures under the 2021 2023 PSU program.

(13) Reflects 90,986 PSUs for the 2022 2024 PSU program at the maximum award level and 114,090 PSUs for the 2023 2025 PSU program at the maximum award level.

(14) Reflects 120,966 PSUs earned upon satisfaction of the performance measures under the 2021 2023 PSU program.

(15) Reflects 99,248 PSUs for the 2022 2024 PSU program at the maximum award level and 65,194 PSUs for the 2023 2025 PSU program at the maximum award level.

(16) Reflects 43,010 PSUs earned upon satisfaction of the performance measures under the 2021 2023 PSU program.

(17) Reflects 44,110 PSUs for the 2022-2024 PSU program at the maximum award level and 57,046 PSUs for the 2023-2025 PSU program at the maximum award level.

(18) Reflects 53,762 PSUs earned upon satisfaction of the performance measures under the 2021-2023 PSU program.

(19) Reflects 44,110 PSUs for the 2022-2024 PSU program at the maximum award level and 40,746 PSUs for the 2023-2025 PSU program at the maximum award level.

2023 OPTION EXERCISES AND STOCK VESTED

	Option Awards			Stock Awards
	Number of Shares	Value Realized		Number of Shares	Value Realized
	Acquired on Exercise	on Exercise		Acquired on Vesting	on Vesting
Name	(#)	($)		(#)	($)
(a)	(b)	(c)		(d)	(e)
James Quincey	402,989	$	8,093,571	522,280	$	31,122,665
John Murphy	156,290		3,890,558	174,088		10,373,904
Manuel Arroyo	0		0	137,718		8,206,616
Henrique Braun	52,696		1,041,552	37,116		2,211,743
Jennifer Mann	0		0	72,740		4,334,577

Option Awards (Columns (b) and (c))

The following table provides details of the stock options exercised in 2023.

		Options	Exercise	Value Realized
Name	Grant Date	Exercised	Date	on Exercise
Mr. Quincey	2/21/2013	34,875	2/13/2023	$	792,105
	2/20/2014	92,029	9/18/2023		1,922,385
	2/20/2014	92,029	10/17/2023		1,532,550
	2/20/2014	92,028	11/16/2023		1,835,057
	2/20/2014	92,028	12/18/2023		2,011,474
Mr. Murphy	2/20/2014	156,290	8/2/2023		3,890,558
Mr. Braun	2/20/2014	52,696	11/17/2023		1,041,552

Stock Awards (Columns (d) and (e))

The following table provides details of the stock awards that vested and the value realized in 2023.

			Number of	Stock Price on		Value Realized
Name	Grant Date	Release Date	Shares	Release Date(1)		on Release		Description
Mr. Quincey	2/20/2020	2/16/2023	389,204	$	59.59	$	23,192,666	Shares underlying an award of PSUs
	2/18/2021	2/16/2023	133,076		59.59		7,929,999	Shares underlying an award under the emerging stronger PSU program
Mr. Murphy	2/20/2020	2/16/2023	129,734		59.59		7,730,849	Shares underlying an award of PSUs
	2/18/2021	2/16/2023	44,354		59.59		2,643,055	Shares underlying an award under the emerging stronger PSU program
Mr. Arroyo	2/20/2020	2/16/2023	101,428		59.59		6,044,095	Shares underlying an award of PSUs
	2/18/2021	2/16/2023	36,290		59.59		2,162,521	Shares underlying an award under the emerging stronger PSU program
Mr. Braun	2/20/2020	2/16/2023	30,664		59.59		1,827,268	Shares underlying an award of PSUs
	2/18/2021	2/16/2023	6,452		59.59		384,475	Shares underlying an award under the emerging stronger PSU program
Ms. Mann	2/20/2020	2/16/2023	56,612		59.59		3,373,509	Shares underlying an award of PSUs
	2/18/2021	2/16/2023	16,128		59.59		961,068	Shares underlying an award under the emerging stronger PSU program

(1) Represents the closing price of Common Stock on the trading day prior to the release date.

The Coca-Cola Company ●  78  ● 2024 Proxy Statement

2023 PENSION BENEFITS

		Number of		Present Value of		Payments During
		Years Credited		Accumulated Benefit		Last Fiscal Year
Name	Plan Name	Service (#)		($)		($)
(a)	(b)	(c)		(d)		(e)
James Quincey	Mobile Plan	11.1	(1)    ​	$	2,528,555	$	0
	TCCC Pension Plan	9.6			265,271		0
	TCCC Supplemental Pension Plan	—	(2) ​		3,043,259		0
John Murphy	Mobile Plan	32.5	(3) ​		8,405,906		0
	TCCC Pension Plan	3.0			79,030		0
	TCCC Supplemental Pension Plan	—	(2) ​		598,218		0
Manuel Arroyo	Mobile Plan	6.4	(4) ​		1,082,852		0
Henrique Braun	TCCC Pension Plan	27.8			696,935		0
	TCCC Supplemental Pension Plan	—	(2) ​		1,266,980		0
Jennifer Mann	TCCC Pension Plan	26.2			564,422		0
	TCCC Supplemental Pension Plan	—	(2) ​		1,160,914		0

(1) In May 2017, Mr. Quincey stopped participating in an international service program and localized to the United States. As a result, he began participating again in the TCCC Pension Plan and the TCCC Supplemental Pension Plan and stopped accruing benefits in the Mobile Plan. Mr. Quincey’s total years of service with the Company is 27.3 years. He participated in the Coca-Cola UK Stakeholder Pension Plan (the “UK Savings Plan”) for a portion of this time.

(2) The same years of service apply to both the TCCC Pension Plan and the TCCC Supplemental Pension Plan, as these plans work in tandem.

(3) In January 2021, Mr. Murphy stopped participating in an international service program and localized to the United States. As a result, he began participating in the TCCC Pension Plan and the TCCC Supplemental Pension Plan and stopped accruing benefits in the Mobile Plan.

(4) Mr. Arroyo had a prior period of employment with the Company for which his benefits in the Mobile Plan were fully distributed. The service shown reflects service from 2017 when he rejoined the Company and began participating again in the Mobile Plan. Mr. Arroyo’s total years of service with the Company is 25.9 years. He participated in a savings plan in Spain (the “Spanish Savings Plan”) for a portion of this time.

The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements, and different groups of employees.

In 2023, all of the Named Executive Officers except for Mr. Arroyo participated in or had a benefit under The Coca-Cola Company Pension Plan (the “TCCC Pension Plan”) and The Coca-Cola Company Supplemental Pension Plan (the “TCCC Supplemental Pension Plan”). In 2023, Mr. Arroyo participated in the Mobile Plan. Messrs. Quincey and Murphy have a benefit under the Mobile Plan for the period they were covered under an international service program. Additional details of these plans are described in the Summary of Plans in Annex B beginning on page 128. The table above reflects the present value of accumulated benefits for each of the Named Executive Officers under the applicable plans.

Compensation used for determining pension benefits under the TCCC Pension Plan, the TCCC Supplemental Pension Plan and the Mobile Plan generally includes only base salary and annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plans. In some cases, the payments may be reduced for early retirement or by benefits paid by other Company-sponsored retirement plans, statutory payments or Social Security.

The Company generally does not grant additional years of benefit service, and no Named Executive Officer has been credited with additional years of benefit service.

The discount rate assumption used by the Company in calculating the present value of accumulated benefits was 5.12% for the TCCC Pension Plan and 5.13% for the TCCC Supplemental Pension Plan. For information on additional assumptions used by the Company in calculating the present value of accumulated benefits, see Note 14 to the Company’s consolidated financial statements in the Form 10-K. The calculations assume that the Named Executive Officer continues to live at least until the earliest age at which an unreduced benefit is payable.

The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The traditional pension benefit under the TCCC Supplemental Pension Plan is paid in the form of an annuity if the employee has reached at least age 55 with 10 years of service (or reached at least age 60 with any amount of service) at the time of his or her separation from the Company. Therefore, Messrs. Quincey and Braun are required to take the traditional pension benefit portion of their TCCC Supplemental Pension Plan benefit in the form of an annuity.

2023 NONQUALIFIED DEFERRED COMPENSATION

The following table provides information on the Named Executive Officers’ participation in The Coca-Cola Company Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Supplemental 401(k) Plan, as applicable. These plans either allow eligible employees to defer part of their base salary and annual incentive on a voluntary basis or make employees whole when the Company matching contribution is limited under the tax-qualified plan. The Company matching contribution under the Supplemental 401(k) Plan is provided at the same rate as the Company matching contribution under the 401(k) Plan. The Company does not match any additional voluntary deferrals.

The Coca-Cola Company ●  79  ● 2024 Proxy Statement

Additional details of the Deferred Compensation Plan and the Supplemental 401(k) Plan are described in the Summary of Plans in Annex B beginning on page 128.

		Executive		Registrant		Aggregate		Aggregate		Aggregate
		Contributions		Contributions in		Earnings in Last		Withdrawals/		Balance at Last
		in Last FY		Last FY		FY		Distributions		FYE
Name	Plan Name	($)		($)		($)		($)		($)
(a)		(b)		(c)		(d)		(e)		(f)
James Quincey	Deferred Compensation Plan		N/A		N/A		N/A		N/A		N/A
	Supplemental 401(k) Plan		N/A	$	257,250	$	(56,287)	$	0	$	1,500,060
John Murphy	Deferred Compensation Plan		N/A		N/A		N/A		N/A		N/A
	Supplemental 401(k) Plan		N/A		114,865		(5,947)		0		256,838
Manuel Arroyo	Deferred Compensation Plan		N/A		N/A		N/A		N/A		N/A
Henrique Braun	Deferred Compensation Plan		N/A		N/A		N/A		N/A		N/A
	Supplemental 401(k) Plan		N/A		58,279		(14,086)		0		357,309
Jennifer Mann	Deferred Compensation Plan		N/A		N/A		N/A		N/A		N/A
	Supplemental 401(k) Plan		N/A		38,675		(15,049)		0		366,790

Executive Contributions in Last Fiscal Year (Column (b))

No Named Executive Officer contributed to the Deferred Compensation Plan in 2023.

Registrant Contributions in Last Fiscal Year (Column (c))

All Company matching contributions shown are included in the “All Other Compensation” column of the 2023 Summary Compensation Table.

Aggregate Earnings in Last Fiscal Year (Column (d))

The earnings reflected in column (d) represent deemed investment earnings or losses from voluntary deferrals and Company contributions, as applicable. The Deferred Compensation Plan and the Supplemental 401(k) Plan do not guarantee a return on deferred amounts. For these plans, no amounts included in column (d) are reported in the 2023 Summary Compensation Table because the plans do not provide for above-market or preferential earnings.

Aggregate Balance at Last Fiscal Year-End (Column (f))

The amounts reflected in column (f) for Messrs. Quincey and Murphy, with the exception of amounts reflected in columns (b), (c) and (d), if any, have been reported in prior proxy statements of the Company.

Payments on Termination or Change in Control

GENERAL

Most of the Company’s plans and programs contain specific provisions detailing how payments are treated upon termination or change in control. The specific termination and change in control provisions under these plans, which are described below, apply to all participants in each plan.

The termination scenarios described in this section include voluntary separation, involuntary separation, disability and death. For more information on the plans described below, see Summary of Plans in Annex B beginning on page 128.

CHANGE IN CONTROL

The change in control provisions in the various Company plans were adopted to mitigate 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. Thus, the change in control provisions are designed with the intention of ensuring that employees are neither harmed nor given a windfall in the event of a change in control. The Company’s plans generally provide that a change in control may occur upon (i) a greater than 20% change in ownership of the Company; (ii) a change of the majority of the Board within a two-year period; or (iii) certain merger and consolidation transactions. As described below, Company equity plans include “double-trigger” change in control provisions.

The Company does not have individual change in control agreements and no tax gross-up is provided for any taxes incurred as a result of a change in control payment. The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred.

The Coca-Cola Company ●  80  ● 2024 Proxy Statement

SEVERANCE PLAN

All of the Named Executive Officers are covered by The Coca-Cola Company Severance Plan (the “TCCC Severance Plan”).

Termination, Death, Disability

Generally, benefits are payable under the TCCC Severance Plan when an employee is terminated involuntarily due to certain circumstances, such as an internal reorganization or position elimination. The maximum cash severance benefit under this plan is two years of base pay, payable as a lump sum.

Change in Control

There are no separate change in control provisions included in the TCCC Severance Plan.

ANNUAL INCENTIVE PLAN

All of the Named Executive Officers were eligible to participate in the Annual Incentive Plan in 2023.

Termination, Death, Disability

Generally, participants employed on December 31 are eligible to receive a cash incentive for the year, regardless of whether employment continues through the payment date. Employees who (i) terminate employment prior to December 31, 2023 and were employed before January 1, 2012 and are at least 55 years of age, or are at least 65 years of age regardless of hire date; (ii) die; or (iii) move to an affiliate, generally receive a prorated incentive based on actual Company performance and the portion of the year actually worked.

Change in Control

Upon a change in control, participants receive the target amount of the annual incentive after the end of the performance year. This amount is prorated if the participant leaves during the year.

DEFERRED COMPENSATION PLANS

All of the Named Executive Officers except for Mr. Arroyo were eligible to participate in the Deferred Compensation Plan in 2023; however, none of them chose to contribute.

Termination, Death, Disability

Under the Deferred Compensation Plan, employees who terminate employment after age 50 with five years of service, or after age 55, receive payments based on elections made at the time they elected to defer compensation. Other employees receive a lump sum after termination. Individuals who are designated as “specified employees” under Tax Code Section 409A may not receive payments for at least six months following termination of employment to the extent the amounts were deferred after January 1, 2005. There are no enhanced benefits payable under the Deferred Compensation Plan upon a participant’s death or disability.

Change in Control

Upon a change in control, any Company discretionary contributions to the Deferred Compensation Plan vest. No Named Executive Officer received a Company discretionary contribution in 2023.

EQUITY PLANS

All of the Named Executive Officers participated in the Company’s equity plans in 2023.

Termination

The treatment of equity upon termination of employment depends on the reason for the termination, the employee’s age and length of service at termination and the year in which the award was granted. In 2022, certain age and service provisions were amended, effective for new awards granted in 2022 and 2023. The tables below detail the termination provisions of the various equity award types.

The Coca-Cola Company ●  81  ● 2024 Proxy Statement

AWARDS GRANTED PRIOR TO 2022:

Award Type	Separation Prior to Meeting Age/ Service Requirement	Separation After Meeting Age/Service Requirement of 60 Years/10 Years of Service	Involuntary Separation After Meeting Age/Service Requirement of 50 Years/10 Years of Service(1)
Stock Options	Employees have six months to exercise vested options. Unvested options are forfeited.	All options held at least 12 months vest. Employees have the full remaining term to exercise the options.	All options held at least 12 months continue to vest for up to four years.
Restricted Stock/ RSUs	Unvested awards are forfeited.	Some grants held at least 12 months vest upon meeting age and service requirements. Other unvested awards are forfeited.	Some grants held at least 12 months vest upon meeting age and service requirements and will be prorated. Other unvested awards are forfeited.
PSUs	All PSUs are forfeited if separation occurs prior to certification of results and release of PSUs.	For grants held at least 12 months, the employee receives the same number of earned shares as active employees after the results are certified.	Outstanding PSUs held at least 12 months will not be forfeited and a prorated amount will be released after the results are certified.

(1) Applicable for involuntary separations due to specific circumstances, such as an internal reorganization or position elimination.

AWARDS GRANTED IN 2022 and 2023:

Award Type	Separation Prior to Meeting Age Requirement	Separation After Meeting Age Requirement of 60 Years
Stock Options	Employees have six months to exercise vested options. Unvested options are forfeited.	All options held at least 12 months vest. Employees have the full remaining term to exercise the options.
Restricted Stock/ RSUs	Unvested awards are forfeited.	Some grants held at least 12 months vest upon meeting age requirement. Other unvested awards are forfeited.
PSUs	All PSUs are forfeited if separation occurs prior to certification of results and release of PSUs.	For grants held at least 12 months, the employee receives the same number of earned shares as active employees after the results are certified.

Death

If an employee dies, all options vest if the options have been accepted. For options granted prior to 2022, the employee’s estate has five years from the date of death to exercise the options. For options granted in 2022 and 2023, the employee’s estate has one year to exercise the options. Provided they have been accepted, restricted stock and RSUs vest and are released to the employee’s estate. Provided the PSUs have been accepted, if death occurs during the performance period, the employee’s estate receives a cash payment equal to the value of the target number of shares. For PSUs where performance has been certified, the employee’s estate receives a cash payment based on the certified results.

Disability

If an employee terminates employment because of disability, all options vest, and the employee has the full remaining term to exercise the options. Restricted stock and RSUs vest and are released to the employee. For PSUs in the performance period, the employee receives shares equal to the number of shares that the employee would have earned based on actual performance after the end of the performance period.

Change in Control

The treatment of equity awards upon a change in control is governed by the 2014 Equity Plan. The table below details the “double-trigger” change in control provisions of the various equity award types if awards are assumed by the successor company. If awards are not assumed by the successor company, accelerated vesting generally occurs upon a change in control.

Award Type	Treatment
Stock Options	Options vest if an employee is terminated without cause within one year following the change in control.
Restricted Stock/RSUs	Shares vest if an employee is terminated without cause within one year following the change in control.
PSUs	PSUs vest if an employee is terminated without cause within two years following the change in control (i) at the target level if the change in control occurs during the first half of the performance period and (ii) based on actual performance if the change in control occurs during the second half of the performance period. In each case, the final payout is prorated based on time worked during the performance period.

The Coca-Cola Company ●  82  ● 2024 Proxy Statement

RETIREMENT AND 401(K) PLANS

All of the Named Executive Officers except for Mr. Arroyo were eligible to participate in the TCCC Pension Plan, the TCCC Supplemental Pension Plan, the 401(k) Plan and the Supplemental 401(k) Plan in 2023. Mr. Arroyo participated in the Mobile Plan in 2023. Mr. Quincey has a benefit under the UK Savings Plan related to a prior period of employment. Mr. Arroyo has a benefit under the Spanish Savings Plan related to a prior period of employment.

Termination, Death, Disability

No payments may be made under the TCCC Pension Plan or the TCCC Supplemental Pension Plan until an employee has separated from service and met eligibility requirements. Generally, no payments may be made under the 401(k) Plan, the Supplemental 401(k) Plan or the Mobile Plan until separation from service, except distributions may be taken from the 401(k) Plan after age 59½ and distributions related to mandatory tax payments may be made under the Mobile Plan, whether or not the employee has terminated employment.

Individuals who are designated as “specified employees” under Tax Code Section 409A may not receive payments from the TCCC Supplemental Pension Plan, the Supplemental 401(k) Plan or the Mobile Plan for at least six months following termination of employment.

There are no enhanced benefits payable under the TCCC Pension Plan, the TCCC Supplemental Pension Plan, the 401(k) Plan, the Supplemental 401(k) Plan, the Mobile Plan, the UK Savings Plan or the Spanish Savings Plan upon a participant’s death or disability.

Change in Control

The TCCC Pension Plan and the TCCC Supplemental Pension Plan contain change in control provisions that affect all participants equally, including the participating Named Executive Officers. These provisions provide an enhanced benefit to vested participants for benefits accrued under the defined benefit formula if certain conditions are met, including that the employee must actually leave the Company within two years of a change in control. A change in control has no effect on the cash balance portion of the TCCC Pension Plan and there are no additional credited years of service. Upon a change in control under the TCCC Pension Plan and the TCCC Supplemental Pension Plan, the earliest retirement age is reduced resulting in an enhanced benefit for participants who have not reached the earliest retirement age. None of the Named Executive Officers would receive an enhanced benefit.

The 401(k) Plan, the Supplemental 401(k) Plan, the Mobile Plan, the UK Savings Plan and the Spanish Savings Plan do not have special provisions for change in control.

The Coca-Cola Company ●  83  ● 2024 Proxy Statement

QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table and footnotes describe the potential payments to the Named Executive Officers upon termination of employment or a change in control of the Company as of December 31, 2023.

The table does not include:

● compensation or benefits previously earned by the Named Executive Officers or equity awards that are fully vested;

● the value of pension benefits that are disclosed in the 2023 Pension Benefits table beginning on page 79, except for any pension enhancement triggered by the event, if applicable;

● the amounts payable under deferred compensation plans that are disclosed in the 2023 Nonqualified Deferred Compensation table on page 79; or

● the value of any benefits (such as retiree health coverage, life insurance and disability coverage) provided on the same basis to substantially all other employees in the country in which the Named Executive Officer works.

	Voluntary		Involuntary						Change in
	Separation		Termination		Death		Disability		Control
	$		$		$		$		$
	(a)		(b)		(c)		(d)		(e)
Mr. Quincey
Severance Payments	$	0	$	3,200,000	$	0	$	0	$	0
Annual Incentive(1)		0		0		0		0		3,200,000
Stock Options(2)		0		2,354,740		2,354,740		2,354,740		2,354,740
PSUs and Restricted Stock Units(3)		0		0		29,755,996		0		39,743,040
Pension Enhancement		0		0		0		0		0
TOTAL		0		5,554,740		32,110,736		2,354,740		45,297,780
Mr. Murphy
Severance Payments		0		2,132,000		0		0		0
Annual Incentive(1)		0		0		0		0		1,599,000
Stock Options(2)		784,913		784,913		784,913		784,913		784,913
PSUs and Restricted Stock Units(3)		0		0		10,398,906		0		13,407,754
Pension Enhancement		0		0		0		0		0
TOTAL		784,913		2,916,913		11,183,819		784,913		15,791,667
Mr. Arroyo
Severance Payments		0		1,392,560		0		0		0
Annual Incentive(1)		0		0		0		0		870,350
Stock Options(2)		0		642,202		642,202		642,202		642,202
PSUs and Restricted Stock Units(3)		0		0		8,409,547		0		11,667,904
Pension Enhancement		0		0		0		0		0
TOTAL		0		2,034,762		9,051,749		642,202		13,180,456
Mr. Braun
Severance Payments		0		1,400,000		0		0		0
Annual Incentive(1)		0		0		0		0		875,000
Stock Options(2)		0		285,423		285,423		285,423		285,423
PSUs and Restricted Stock Units(3)		0		0		4,247,851		0		4,827,722
Pension Enhancement		0		0		0		0		0
TOTAL		0		1,685,423		4,533,274		285,423		5,988,145
Ms. Mann
Severance Payments		0		1,404,000		0		0		0
Annual Incentive(1)		0		0		0		0		702,000
Stock Options(2)		0		228,342		228,342		228,342		228,342
PSUs and Restricted Stock Units(3)		0		0		4,084,379		0		5,301,284
Pension Enhancement		0		0		0		0		0
TOTAL		0		1,632,342		4,312,721		228,342		6,231,626

(1) Except upon a change in control, no amounts are included for the Annual Incentive Plan because the Named Executive Officers would be entitled to the same payment regardless of whether the event occurred. Upon a change in control, the target annual incentive amount is guaranteed (subject to proration if the participant leaves before the end of the year).

(2) Represents the intrinsic value of the acceleration of vesting of any stock options that vest upon the event. Intrinsic value is the difference between the exercise price of the stock option and the closing price of Common Stock, which was $58.93 on December 29, 2023, the last trading day of the year.

(3) No amounts are included for the 2021-2023, 2022-2024 or 2023-2025 PSU programs for Voluntary Separation, Involuntary Termination and Disability because the PSUs remain subject to performance requirements even after the event. See page 64 for the status of these PSU programs.

The Coca-Cola Company ●  84  ● 2024 Proxy Statement

Voluntary Separation (Column (a))

Amounts are included under “Stock Options” for Mr. Murphy because he has satisfied the age and service requirement for acceleration of vesting of certain equity awards held for at least 12 months. Messrs. Quincey, Arroyo and Braun and Ms. Mann have not satisfied the age and service requirement for acceleration of any equity awards, and therefore, no additional payments would be triggered upon voluntary separation.

Involuntary Termination (Column (b))

Amounts are included under “Stock Options” for Mr. Murphy, because he has satisfied the age and service requirement for acceleration of vesting of certain equity awards held for at least 12 months. Amounts are included under “Stock Options” for Messrs. Quincey, Arroyo and Braun and Ms. Mann because involuntary termination triggers continued vesting of certain equity awards after the age and service requirement has been met.

Death (Column (c))

Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” because death triggers acceleration of vesting of certain equity awards. The amounts for “PSUs and Restricted Stock Units” reflect the value of the target number of shares granted under the 2021-2023, 2022-2024 and 2023-2025 PSU programs.

Disability (Column (d))

Amounts are included under “Stock Options” because termination of employment caused by disability triggers acceleration of vesting or continued vesting of certain equity awards.

Change in Control (Column (e))

Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” because a change in control triggers acceleration of vesting of certain equity awards under certain conditions. Since equity awards have “double-trigger” change in control provisions, the table above assumes that both a change in control and a subsequent involuntary termination of employment have occurred. The amounts for “PSUs and Restricted Stock Units” reflect (i) the value of the number of shares granted under the 2021-2023 PSU program at the maximum award level; (ii) the value of the number of shares granted under the 2022-2024 PSU program at the maximum award level, prorated for two years of the performance period; and (iii) the value of the number of shares granted under the 2023-2025 PSU program at the target award level, prorated for one year of the performance period. A termination may also result in a severance payment under the TCCC Severance Plan, which is not assumed for purposes of Column (e).

Equity Compensation Plan Information

All numbers in the following table are as of December 31, 2023.

						Number of Securities Remaining
	Number of Securities to be					Available for Future Issuance
	Issued Upon Exercise		Weighted-Average Exercise			Under Equity Compensation
	of Outstanding Options,		Price of Outstanding Options,			Plans (Excluding Securities
	Warrants and Rights		Warrants and Rights			Reflected in Column (a))
Plan Category	(a)		(b)			(c)
Equity Compensation Plans Approved by Security Holders	54,901,849	(1)  ​	$	48.51	(2)  ​	287,384,436	(3)​
Equity Compensation Plans Not Approved by Security Holders	0			N/A		0
TOTAL	54,901,849					287,384,436

(1) Includes 46,723,938 shares issuable pursuant to outstanding options under the 2014 Equity Plan, The Coca-Cola Company 1999 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan. The weighted-average exercise price of such options is $48.51. Also includes 8,177,911 full-value awards of shares outstanding under the 2014 Equity Plan and the 1989 Restricted Stock Award Plan, including (i) shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met and (ii) 31,843 shares of Common Stock issued under a subplan of the 2014 Equity Plan, described as the “Prior Subplan” in Item 4 of this Proxy Statement.

(2) The weighted-average remaining contractual life of the outstanding options is 4.7 years.

The Coca-Cola Company ●  85  ● 2024 Proxy Statement

(3) Includes 284,415,181 shares that may be issued pursuant to future awards under the 2014 Equity Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. The 2014 Equity Plan uses a fungible share pool under which each share issued pursuant to an option reduces the number of shares available by one share, and each share issued pursuant to awards other than options reduces the number of shares available by five shares. See Long-Term Incentive Compensation beginning on page 62 for more information, including the Equity Stewardship Guidelines, which include a burn rate commitment. Also includes 2,732,413 options which may be issued pursuant to future awards under The Coca-Cola Company 1999 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan and 236,842 shares that may be issued pursuant to the 1989 Restricted Stock Award Plan. The maximum term of the options is 10 years.

Share units credited under the Supplemental 401(k) Plan and the Directors’ Plan are not included in the table above since payouts under those plans are in cash.

The Company or its applicable subsidiary provides a matching contribution in Common Stock under various plans throughout the world. No shares are issued by the Company under any of these plans, and therefore these plans are not included in the table above. Shares are purchased on the open market by a third-party trustee. These plans are exempt from the shareowner approval requirements of the NYSE.

The Company also sponsors certain tax-advantaged employee share purchase plans in several jurisdictions outside the United States. The Company does not grant or issue Common Stock pursuant to these plans, but does facilitate the acquisition of Common Stock by employees in a cost-efficient manner. These plans are not equity compensation plans.

Pay Ratio Disclosure

As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Quincey, who served as the Company’s Chief Executive Officer in 2023, and the annual total compensation of the median employee of the Company, excluding our CEO. We identified the median employee using our employee population as of October 1, 2023.

The median annual total compensation disclosed below is based on the Company’s global workforce and is not designed to capture the median compensation of the Company’s U.S. employees. In addition, employees in flexible, part-time roles, such as certain employees at retail stores operated by Costa Limited, our coffee business, lower the annual total compensation for our median employee. Our compensation philosophy is to pay competitively to market and provide fair compensation regardless of the locale. The compensation approach used to determine compensation for our broader workforce is the same approach we use when setting CEO pay, including consideration of pay competitiveness and the use of performance-based incentives that reward exceptional business performance in each jurisdiction consistent with market practice. For more information regarding our compensation philosophy, see page 57.

For 2023, the median annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the CEO) was $13,752. Mr. Quincey’s annual total compensation for 2023, as reported under the “Total” column (column (j)) in the 2023 Summary Compensation Table, was $24,742,908. Based on this information, for 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 1,799 to 1.

To identify, and to determine the annual total compensation of, the median employee, we used the following methodology:

● We collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis as of October 1, 2023. We did not make any cost-of-living adjustments to compensation.

● We annualized the compensation of all permanent full-time and part-time employees who were hired by the Company and its consolidated subsidiaries between January 1 and October 1, 2023.

● We applied an exchange rate as of October 1, 2023 to convert all foreign currencies into U.S. dollars.

● We used total base pay as of October 1, 2023 as our consistently applied compensation measure. We identified all employees within 5% of the median, and from this group used statistical sampling to select an employee as a reasonable representative of our median employee.

Using this methodology, we determined that our median employee was a part-time, hourly barista employed in the United Kingdom by Costa Limited with an annual total compensation of $13,752 for 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This calculation includes base pay and an employer retirement contribution.

We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.

The Coca-Cola Company ●  86  ● 2024 Proxy Statement

Pay Versus Performance Disclosure

This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the Named Executive Officers or how the Talent and Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Talent and Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 55.

The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 72, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.

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