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

SCHEDULE 14A

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

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant

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

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

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

Table of Contents

2023

PROXY STATEMENT

NOTICE OF ANNUAL
MEETING OF
SHAREOWNERS

Tuesday, April 25, 2023
8:30 A.M. Eastern Time

Table of Contents

1	Notice of 2023 Annual Meeting of Shareowners	1

2	Letter from Our Chairman and Chief Executive Officer	2

3	Refresh the World. Make a Difference.	4

4	Voting Roadmap	9

5	Governance	10
	Letter from Our Lead Independent Director	10

	ITEM 1 ELECTION OF DIRECTORS

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

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

7	Compensation	50

	ITEM 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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

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

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

8	Audit Matters	92

	Report of the Audit Committee	92

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

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

	ITEM 6 SHAREOWNER PROPOSAL REQUESTING A GLOBAL TRANSPARENCY REPORT

	ITEM 7 SHAREOWNER PROPOSAL REGARDING POLITICAL EXPENDITURES VALUES ALIGNMENT

	ITEM 8 SHAREOWNER PROPOSAL REQUESTING AN INDEPENDENT BOARD CHAIR POLICY

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

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

QUESTIONS AND ANSWERS

Please see Questions and Answers in Annex A beginning on page 116 for important information about the 2023 Annual Meeting of Shareowners, proxy materials, voting, Company documents, communications, and the deadlines to submit shareowner proposals and Director nominees for the 2024 Annual Meeting of Shareowners. Additional questions may be directed to Shareowner Services at (404) 676-2777 or shareownerservices@coca-cola.com.

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

This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements expressing general views about future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and those described from time to time in our future reports filed with the SEC.

Table of Contents

1	Notice of 2023 Annual Meeting of Shareowners

Meeting Information

DATE AND TIME
Tuesday, April 25, 2023
8:30 a.m. Eastern Time

ANNUAL MEETING WEBSITE
Access links to vote in advance, listen to video messages from certain of our Directors, submit questions in advance of the meeting and learn more about our Company at
www.coca-colacompany.
com/annual-meeting-of-
shareowners.

VIRTUAL MEETING
LOCATION
The 2023 Annual Meeting of Shareowners will be held exclusively online. Visit https://meetnow.global/
KO2023 to attend the meeting.

RECORD DATE
Holders of record of our Common Stock as of February 24, 2023 are entitled to notice of, and to vote at, the meeting.

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 14 through April 24, 2023. 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 122 for more information.

Voting Methods

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

Shareowners may also vote during the meeting by accessing the virtual meeting according to the instructions in question 2 on page 116.

	Shareowners of Record	Beneficial Owners

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

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

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

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

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.

Items of Business

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

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

Your vote is important to us. Whether or not you plan to participate in the 2023 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the attached Proxy Statement.

The 2023 Annual Meeting will be held entirely online via live webcast. We are continuing with a virtual format for our 2023 Annual Meeting by leveraging the latest technology to provide expanded access, while remaining committed to ensuring that shareowners will be afforded the same rights and opportunities participating in the virtual meeting as they would at an in-person meeting. For the last three years, we have received positive feedback about the virtual format which allows shareowners to participate in more public company 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 Coca-Cola shareowner, you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting.

To attend the 2023 Annual Meeting, visit https://meetnow.global/KO2023. For more information on how to participate in the 2023 Annual Meeting, please see Annex A of the attached Proxy Statement beginning on page 116.

We are making the Proxy Statement and the form of proxy first available on or about March 10, 2023.

March 10, 2023

By Order of the Board of Directors

JENNIFER D. MANNING

Associate General Counsel and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON APRIL 25, 2023:

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 are available at www.edocumentview.com/coca-cola.

Table of Contents

2

“
Our vision as a Company is to achieve top-quartile growth and to pursue a total beverage company ambition.

”

2	Letter from Our Chairman and Chief Executive Officer

TO MY FELLOW SHAREOWNERS:

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

In 2022, we delivered strong results. We were able to do this because we focused intensely on the needs of our consumers. Whether times are good or difficult, staying close to consumers is vital to our success.

We faced many challenges during 2022, from the ongoing impact of the pandemic to war to global inflationary pressures.

We begin 2023 focused on what we can control, including providing great products for consumers. This focus has guided us successfully through our long history. And it will guide us into the future.

The opportunities we see

The Coca-Cola Company’s purpose is to refresh the world and make a difference. This clear purpose has helped us navigate challenges these past few years.

Our vision as a Company is to achieve top-quartile growth and to pursue a total beverage company ambition. Our ambition is unchanging, as it rests on optimism about our industry and the Company’s future.

Developed markets account for about 20% of the world’s population. About two-thirds of what people in those markets drink is a commercially made beverage.

But our market share of those beverages is in the mid-teens. This means we have an enormous opportunity to develop more commercial drinks in developed markets and to continue gaining share.

Developing and emerging markets represent about 80% of the world’s population. There, only about a third of beverage consumption is in commercial beverages, and our market share is only in the mid-single digits.

Simply put, we see vast, long-term potential to build our business, no matter where we operate.

The relevance of our brands

You probably know some of the cornerstones of Coke’s history. Coca-Cola was introduced in 1886 at a soda fountain in Atlanta and has grown to become a global brand available in more than 200 countries and territories.

So why does Coke remain Coke?

Importantly, each generation of our Company has worked to make Coke relevant to the next generation of consumers. If they hadn’t done this, some other brand might have supplanted Coke as the market leader.

The work of maintaining and building brand relevancy is never-ending, and that is because consumers are constantly changing. Marketing must change with them, whether in tone and style or because of the evolution of media.

Table of Contents

“We are now faster with innovations, faster in
stopping things that don’t work, and faster
in breaking down barriers to progress.”

Not so long ago, Diet Coke was bold, even outrageous – an idea introduced via a stage show and television commercials. Today, our marketing – including for Diet Coke – is far different but no less bold in its ambitions.

We are driving the most radical marketing transformation in our history.

We’ve shaped a focused portfolio. Our engagement with consumers is digital-first. We’ve moved away from focusing on broadcast TV ads to creating immersive experiences, which includes working with influencers to reach consumers.

Innovation is essential, but it’s not merely about expansion – it is about discipline. We ask: What interests the consumer? What is the growth potential of a product for our business? Can we be competitive, including creating value for our bottling system and customers?

Sometimes, we move beyond our traditional boundaries. For example, we’ve launched Jack Daniel’s & Coca-Cola as a ready-to-drink cocktail through a relationship with Brown-Forman. While it’s early days, this stands out as one example of our ongoing journey to seek ways to bring Coke to consumers in new and dynamic ways.

Sustainability and our business

As we shape our enterprise for the future, we do so with sustainability as a foundation. And I use the term sustainability in the broadest sense – it includes all the ways we build resilience into our business to bolster our growth and create positive changes in the world.

We focus on water, packaging and climate challenges in our business and communities. These are interconnected issues, and so are the solutions we support.

While there is much we can do as a Company, we can do even more by working with industry partners, nonprofits, governments and other stakeholders. Collective action creates a more significant impact.

We start with water because it’s essential to people and ecosystems and is also the main ingredient in our products. We aspire to give back more water to nature and communities than we use in manufacturing our beverages. We’re focused on remaining water-neutral and improving water security where it’s needed most.

We design our packaging to enable a circular economy. Our World Without Waste strategy – which is now five years old – includes a goal to recover a bottle or can for every one we sell by 2030 and then to recycle and reuse it. We are focused on reaching 100% collection rates and increasing recycled content in our packaging toward a 50% goal by 2030, as well as striving to make at least 25% of our packaging reusable by 2030.

Our work in water and packaging also has impacts on our climate goals. We’ve used a science-based approach to set targets and actions to reduce our carbon footprint significantly. For example, our investments in water replenishment create benefits in ecosystem biodiversity, carbon sequestration and resilience, which help our business and communities adapt to climate change.

What we’re doing in sustainability is centered on what consumers care about and also on our business priorities. We will have a great business if we help fix some of the problems the world faces.

Leadership for the future

Finally, I want to thank the people of our Company and system. They successfully worked to navigate many challenges in 2022, and they will continue to do so in 2023 and beyond.

We’ve announced a number of changes in our leadership teams over the past six months to support the Company’s continued growth. This is an evolution – our business has been successful because we continue to change.

There’s never going to be a perfect organization. It is wrong to expect an organizational structure to solve everything. Culture matters, mindset matters, and having the right incentive system matters.

We will always make tweaks, but we’re in a good place today. We are now faster with innovations, faster in stopping things that don’t work, and faster in breaking down barriers to progress.

We are at our best when we are at our boldest. And our Company is taking bold steps to thrive in the future.

JAMES QUINCEY

Chairman and Chief Executive Officer

The Coca-Cola Company

Table of Contents

4		THE COCA-COLA COMPANY 2023 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		WATER, SPORTS, COFFEE AND TEA
Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes*, Sprite and Thums Up		Aquarius, Ayataka, BODYARMOR, Ciel, Costa, doğadan, Dasani, FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, Ice Dew, I LOHAS, Powerade and Topo Chico


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

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

THE COCA-COLA SYSTEM

LEARN MORE ABOUT
OUR COMPANY

We are a networked global organization designed to combine the power of scale with the deep knowledge required to win locally. We are able to create global reach with local focus because of the strength of the Coca-Cola system, which comprises our Company and our approximately 200 bottling partners worldwide.

OUR GLOBAL REACH

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

● We make our branded beverage products available to consumers throughout the world through our network of independent bottling partners, distributors, wholesalers and retailers as well as our consolidated bottling and distribution operations.

● Consumers enjoy finished beverage products bearing trademarks owned by or licensed to us at a rate of 2.2 billion servings per day.

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.

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

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

Table of Contents

2022 Financial Highlights

REVENUE GROWTH

OPERATING INCOME
GROWTH

EARNINGS PER SHARE

CASH FLOW

TOTAL
DIVIDENDS PAID

11%

16%

19%

$2.19

$2.48

$11.0

$9.5

$7.6

Reported Net Operating Revenues vs. 2021

Organic Revenues vs. 2021 (Non-GAAP)

Reported Operating Income vs. 2021

Comparable Currency Neutral Operating Income vs. 2021 (Non-GAAP)

Reported EPS

Comparable EPS (Non-GAAP)

BILLION

Cash Flow from Operations

BILLION

Free Cash Flow (Non-GAAP)

BILLION

Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of 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 127 for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles in the United States (“GAAP”).

2022 Business Highlights

Throughout 2022, we faced an operating environment that was dynamic due to inflation, geopolitical tensions and macroeconomic volatility. Despite these challenges, our strong capabilities and system alignment allowed us to deliver robust growth. We also continued to invest to enhance our capabilities. We executed more efficiently and effectively on a local level, while maintaining flexibility on a global level. We remained committed to driving growth across our business and delivering on our purpose to refresh the world and make a difference through three connected pillars. Highlights of these pillars from 2022 include the following:

LOVED BRANDS

DONE SUSTAINABLY

FOR A BETTER
SHARED FUTURE

● We gained value share in nonalcoholic ready-to-drink beverages, driven by share gains in both at-home and away-from-home channels

● We delivered robust unit case volume growth of 5%, balanced across developed, developing and emerging markets as well as across categories

● We grew Coca-Cola Zero Sugar unit case volume by double digits, driven by strong growth across developed, developing and emerging markets

● We have continued our test-and-learn approach since entering the ready-to-drink alcohol category in 2018 with Lemon-Dou in Japan. Our portfolio of brands in this category now includes Topo Chico Hard Seltzer, Schweppes premium drinks, Simply Spiked and Fresca Mixed. In November 2022, we debuted Jack Daniel’s & Coca-Cola in Mexico

● We set a new, industry-leading goal to have at least 25% of our volume globally sold in refillable or reusable packaging by 2030

● We joined industry groups to advocate for government authorization in various markets of food grade standards for recycled plastic and to support well-designed plastic recycling programs and infrastructure

● We returned more than 100% of the water used in our finished beverages to nature and communities

● We drove growth of our low- and no-calorie beverages and provided smaller package choices to enable consumers to manage sugar intake. Approximately two-thirds of the products in our portfolio have less than 100 calories per 12-ounce serving

● We released our fourth combined Business & ESG Report, continuing our history of assuring select sustainability metrics while also providing key public disclosures against the Task Force on Climate-Related Disclosures recommendations, as well as other reporting frameworks such as the Sustainability Accounting Standards Board, the Global Reporting Initiative and the UN Global Compact

● We demonstrated effective execution of our strategy across operating segments, with strong net operating revenue growth of 11%

● We leveraged our networked structure to be more agile and more efficiently invest resources, leading to an increase in gross profit per advertising spend

● We continued to build a fit-for-purpose balance sheet. We completed the refranchising of Company-owned bottling operations in Cambodia and announced the refranchising of Company-owned bottling operations in Vietnam, both to Swire Coca-Cola Limited. We also sold our equity stake in the bottler in Egypt to Coca-Cola HBC AG

● We remained disciplined with respect to capital allocation priorities as we balanced increased reinvestment in our business while growing our dividend by approximately 5% in 2022

Table of Contents

6		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Human Capital

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

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

2022 NOTABLE ACCOLADES

Ranked 26^thin Fortune’s annual ranking of the World’s Most Admired Companies

Included in the Bloomberg 2022 Gender-Equality Index as a company committed to supporting gender equality through policy development, representation and transparency

Earned a 100% score on the Human Rights Campaign’s Corporate Equality Index for the 16^thconsecutive year

Ranked in the 90^thpercentile for disability inclusion by Disability:IN

Ranked in Newsweek’s 2023 America’s Greatest Workplaces for Diversity

Ranked in Forbes annual Best Employers for Women for companies that support women inside and outside the workforce

Our people and culture agendas are key priorities of the Board of Directors (the “Board”). Through the Talent and Compensation Committee, the Board provides oversight of the Company’s policies and strategies relating to talent, leadership and culture, including diversity, equity and inclusion (“DEI”). See page 31 for information regarding the Board’s oversight of human capital.

Table of Contents

GLOBAL DIVERSITY, EQUITY AND INCLUSION STRATEGY

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

Our DEI strategy comprises three long-term ambitions:

1
Create a workforce that mirrors the markets we serve

2
Enable an inclusive culture where our employees thrive

3
Advance equity within our business, communities and the marketplace

In 2022, we continued to pursue these ambitions by:

Table of Contents

8		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Sustainability

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

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

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

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 31 for information regarding the Board’s oversight of sustainability matters.

Table of Contents

4	Voting Roadmap

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

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

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

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

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

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

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

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

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

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

Table of Contents

10		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

“
We value the input you provide to us throughout the year through our ongoing shareowner engagement efforts.

”

5	Governance

Letter from Our Lead
Independent Director

DEAR FELLOW SHAREOWNERS:

On behalf of our entire Board of Directors, I am pleased to present our annual Proxy Statement and to report on some of the key issues you’ll find in this document.

Our business had a successful year in 2022. We have once again demonstrated delivering value to shareowners, as we recently announced our 61^st consecutive dividend increase.

Our Board is here to help oversee the ongoing success of our business. As our business evolves, so does the Board. Through our ongoing Board refreshment process, we continue to maintain a balance of skills, tenure and diversity among our Directors. This year, we continued this process by welcoming Carolyn Everson to the Board and nominating Amity Millhiser for election at the upcoming Annual Meeting of Shareowners, who, if elected, will join the Board in July after her retirement from her current role. Carolyn and Amity each bring valuable skills and perspective to the Board and I am excited for their contributions.

In the past five years, assuming the election of Ms. Millhiser, five new Directors have joined the Board, and six Directors have rolled off. Our Director nominees’ average tenure is 8 years, the average age is 63.1, and 31% of the

Board is racially or ethnically diverse. I am extremely proud that we also achieved gender parity in 2022, with six women on our 12-member Board.

The Directors standing for election 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, technology, emerging markets, strategy development and sustainability. Their profiles begin on page 18.

We also prioritize a focus on the Board’s processes and structures to ensure they remain effectively designed to help us meet our objectives. To this end, we have made changes to our Board committee structure to streamline oversight responsibilities. Effective February 2023, the work of the ESG and Public Policy Committee and the Committee on Directors and Corporate Governance was merged into a single committee, which was renamed the “Corporate Governance and Sustainability Committee.”

Table of Contents

Our Board believes that ensuring strong, independent Board leadership is a crucial requirement to build long-term shareowner value.

As your Lead Independent Director, I am actively engaged with James Quincey in a partnership to ensure we remain strategically positioned to successfully grow our business.

We value the input you provide to us throughout the year through our ongoing shareowner engagement efforts. I look forward to continuing to serve as a key point of contact at the Board level for shareowners.

One of the important ways shareowners provide feedback is through the annual advisory vote on compensation. We take this vote seriously. Last year we had an outcome that was significantly lower than what we’ve typically received, and the Board oversaw important investor outreach to ensure we understood and responded to your feedback. We report on this more fully in the Compensation Discussion and Analysis section of this Proxy Statement, which begins on page 53.

Finally, we recognize that Board leadership structure is an important issue for many shareowners. Our Board believes that ensuring strong, independent Board leadership is a crucial requirement to build long-term shareowner value. Every year, I lead an executive session of non-management Directors to consider whether the position of Chair should be held by the CEO or by a separate individual. Today, we believe the Company’s Board leadership structure with a combined Chair and CEO, balanced by a strong Lead Independent Director, will deliver the best results. We discuss this more fully on page 33 of this Proxy Statement.

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

MARIA ELENA LAGOMASINO,
Lead Independent Director

Table of Contents

12		THE COCA-COLA COMPANY 2023 PROXY STATEMENT


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

		The Board of Directors recommends a vote FOR each nominee


	* Ms. Millhiser not pictured.

The Board currently has 12 members. Upon recommendation of the Corporate Governance and Sustainability Committee, the Board has nominated the 13 individuals named above for election at the 2023 Annual Meeting of Shareowners.

Each of the Director nominees was elected by the shareowners at the 2022 Annual Meeting of Shareowners, except for Ms. Everson and Ms. Millhiser. Mses. Everson and Millhiser were identified as potential Directors by the former Committee on Directors and Corporate Governance, which determined that each was qualified under the committee’s criteria. Ms. Everson joined the Board in July 2022, and Ms. Millhiser, subject to election at the 2023 Annual Meeting, will join the Board effective July 1, 2023, after her retirement from her current role. 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 45).

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

Table of Contents

Our 2023 Director Nominees

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

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

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

Table of Contents

14		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Snapshot of 2023 Director Nominees*

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

DIVERSITY	AGE	TENURE


Nominee Attributes and Skills

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

*	Director data assumes election of all Director nominees. Age and tenure measured as of this Proxy Statement, March 10, 2023.

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
	BOARD PRACTICES	SHAREOWNER MATTERS

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

Table of Contents

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.		High level of strategic and financial experience
		Relevant senior leadership/Chief Executive Officer experience
Marketing and innovation are focus areas of the Company’s business, and the Company seeks to develop and deploy the world’s most effective marketing and innovative products and technology.		Marketing experience

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

CONSIDERATION OF DIVERSITY

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

Table of Contents

16		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

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. This includes diversity of 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

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 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 determined to recommend them for reelection based on their skills, qualifications and experiences.

Table of Contents

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 up to two individuals or 20% of the Board (whichever is greater), provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in Article I, Section 12 of our By-Laws. See question 30 on page 123 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.

Table of Contents

18		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Biographical Information
About Our Director Nominees

Included in each Director nominee’s biography that follows is a description of five key qualifications and experiences of such nominee. Many of our Director nominees have more than five qualifications, and the aggregate number for all Director nominees is reflected on page 14. The Board and the 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 INDEPENDENT	Age: 55 Director since: 2021 Committees:

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

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

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

Table of Contents



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

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

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

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

Table of Contents

20		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



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

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

Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain Since September 2014 Executive Chair December 2010 to September 2014 Chief Executive Officer of subsidiary Santander UK plc, a large retail and commercial bank based in the U.K. 2002 to 2010 Executive Chair of subsidiary Banco Español Crédito, S.A. 1988 Joined Banco Santander, S.A. where she directed its Latin American expansion during the 1990s and was responsible for the Latin American Corporate Banking, Asset Management and Treasury division JP Morgan , a financial services firm with operations worldwide 1981 to 1988 Started her over 40-year career in the banking industry at JP Morgan in New York PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: Since 1989 Banco Santander, S.A. Since 2019 Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A. Previous Public Company Boards (Past Five Years): 2010-2021 Santander UK plc 2014-2021 Santander UK Group Holdings plc



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

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

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 $20 billion in assets, including ETFs, mutual funds, variable annuities and separately managed accounts Since 1997 Chairman 1995 Became a portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares 1989 Joined Davis Advisors as a financial analyst Current Public Company Boards: Since 2021 Berkshire Hathaway Inc. Since 2014 Trustee of Clipper Funds Trust (consisting of one portfolio) Since 2006 Graham Holdings Company Since 1998 Selected Funds (consisting of two portfolios) Since 1997 Davis Funds (consisting of 13 portfolios) Previous Public Company Boards (Past Five Years): None

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

Table of Contents



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

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

IAC Inc., a leading media and Internet company Since December 2010 Chairman and Senior Executive August 1995 to November 2010 Chairman and Chief Executive Officer of the company and its predecessor companies Expedia Group, Inc., an online travel company Since August 2005 Chairman and Senior Executive TripAdvisor, Inc., an online travel company April 2013 to March 2017 Special Advisor December 2011 to April 2013 Board member December 2011 to December 2012 Chairman and Senior Executive when the company was spun off from Expedia, Inc. Live Nation Entertainment, Inc., a leading live entertainment company January 2010 to January 2011 Board member January 2010 to October 2010 Non-executive Chairman Current Public Company Boards: Since 2020 MGM Resorts International Since 2005 Expedia Group, Inc. Since 1995 IAC Inc. Previous Public Company Boards (Past Five Years): None

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

Table of Contents

22		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



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

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

Permira, a global private equity firm Since December 2022 Senior Advisor Instacart, the leading grocery technology company in North America September to December 2021 President Facebook, Inc. (now Meta Platforms, Inc.), an online social media and social networking service 2011 to 2021 Vice President, Global Business Solutions Microsoft Corporation, a multinational technology company 2010 to 2011 Vice President, Global Advertising Sales, Strategy and Marketing MTV Networks Company, a television programming services company 2004 to 2010 Executive Vice President and Chief Operating Officer for U.S. TV sales Primedia Inc., a national TV media agency 2001 to 2003 Vice President and General Manager of several digital businesses Current Public Company Boards: Since 2023 Under Armour, Inc. Since 2022 The Walt Disney Company Previous Public Company Boards (Past Five Years): 2016-2018 Hertz Global Holdings, Inc. 2013-2018 The Hertz Corporation

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

Table of Contents



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

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

Spelman College, a leading liberal arts college widely recognized as the global leader in the education of women of African descent Since 2022 President The Chicago Community Trust, a community foundation dedicated to improving the Chicago region October 2017 to 2022 Chief Executive Officer McKinsey Social Initiative, an independent nonprofit organization founded by McKinsey & Company July 2015 to September 2017 Chief Executive Officer CARE USA, an international humanitarian and global development organization 2006 to 2015 President and Chief Executive Officer Bill & Melinda Gates Foundation, a philanthropic organization 2001 to 2006 Program Director in the Global Health Program U.S. Centers for Disease Control and Prevention (“CDC”) 1984 to 2001 Started her career in public health at the CDC serving in positions of increasing responsibility, ultimately becoming the Director of the National Center for HIV, STD and TB Prevention in 1995 Current Public Company Boards: Since 2021 Palo Alto Networks, Inc. Since 2021 Organon & Co. Previous Public Company Boards (Past Five Years): 2020-2022 GoHealth, Inc. 2010-2021 Colgate-Palmolive Company

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

Table of Contents

24		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



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

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

New Ventures LLC, a risk management consulting firm Since 2001 Chair and Chief Executive Officer Toyota Motor Corporation, a multinational automotive manufacturer Since 2002 Chair of the Diversity Advisory Board The Coca-Cola Company 2001 to 2006 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 U.S. Department of Labor 1997 to 2001 U.S. Secretary of Labor Current Public Company Boards: Since 2003 Entergy Corporation Since 2002 MGM Resorts International Previous Public Company Boards (Past Five Years): 2001-2022 Cummins Inc.



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

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

WE Family Offices, a global family office serving high net worth families Since March 2013 Chief Executive Officer and Managing Partner GenSpring Family Offices, LLC, a wealth management firm and an affiliate of SunTrust Banks, Inc. November 2005 to October 2012 Chief Executive Officer JPMorgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm 2001 to 2005 Chairman and Chief Executive Officer 1983 to 2001 Various positions in private banking with The Chase Manhattan Bank, including as Managing Director in charge of its Global Private Banking Group The Coca-Cola Company 2003 to 2006 Prior service as Director Current Public Company Boards: Since 2015 The Walt Disney Company Previous Public Company Boards (Past Five Years): None

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

Table of Contents



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

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

PricewaterhouseCoopers LLP, an international professional services firm operating under the PwC brand 2015 to June 2023 (anticipated) Vice Chair 2015 to 2020 Chief Clients Officer and Member of U.S. Leadership Team 2011 to 2015 Market Managing Partner of Silicon Valley Practice 1995 to June 2023 (anticipated) Partner 1985 Started career at PwC in the U.S. Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None

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

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

Table of Contents

26		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



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

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

The Coca-Cola Company Since April 2019 Chairman Since May 2017 Chief Executive Officer August 2015 to December 2018 President August 2015 to April 2017 Chief Operating Officer January 2013 to August 2015 President of the Europe Group October 2008 to January 2013 President of the Northwest Europe and Nordics business unit December 2005 to October 2008 President of the Mexico Division December 2003 to December 2005 President of the South Latin Division 1996 Joined the Company as Director, Learning Strategy for the Latin America Group, and went on to serve in a series of operational roles of increasing responsibility in Latin America

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

Table of Contents



	Caroline J. Tsay INDEPENDENT	Age: 41 Director since: 2018 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			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.
			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/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 where she launched consumer Internet innovations that drove 500 million daily visits and $3.5 billion in revenue. Prior to Yahoo! Inc., spent three years at International Business Machines Corporation as a senior consultant focused on providing supply chain solutions to clients in the retail, high tech, and travel industries. Recognized as one of The National Diversity Council’s 2015 Top 50 Most Powerful Women in Technology.
			Risk Oversight/Management Expertise Extensive experience overseeing risk associated with the development and growth of enterprise software and consumer Internet businesses at Compute Software, Inc., and in her product leadership roles with HPE and Yahoo! Inc. Risk oversight experience through service on the Audit Committee of Morningstar, Inc. and as Chair of the Business Advisory Committee at Rosetta Stone Inc. Assesses risk as a limited partner of venture capital funds.

Technology Company Advisor / Limited Partner of Venture Capital Funds Since December 2022 Compute Software, Inc., an enterprise cloud optimization software company January 2017 to November 2022 Chief Executive Officer and Director Hewlett Packard Enterprise Company (“HPE”), an information technology company March 2013 to December 2016 Vice President and General Manager of Software Yahoo! Inc., a digital media company April 2007 to March 2013 Held several product leadership positions across the consumer search, e-commerce and advertising businesses

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

Table of Contents

28		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



	David B. Weinberg INDEPENDENT	Age: 71 Director since: 2015 Committees:

CAREER HIGHLIGHTS PUBLIC BOARD MEMBERSHIPS		KEY QUALIFICATIONS AND EXPERIENCES
			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 Audit and Finance Committees and currently serves on the Executive and Investment Committees of the Board of Trustees of Northwestern University.
			Relevant Senior Leadership/Chief Executive Officer Experience Since 1996, has served as Chairman and Chief Executive Officer of Judd Enterprises, Inc. and President of Digital Bandwidth LLC.
			Innovation/Technology Experience Extensive entrepreneurial experience in Digital Bandwidth LLC, overseeing investments in early-stage companies focusing on technologies, including wireless networks, speech recognition, cybersecurity and radio frequency identification tags.
			Broad International Exposure/Emerging Market Experience At Judd Enterprises, Inc., oversees international investments. As a partner of the Mayer, Brown & Platt law firm, structured cross-border investment management transactions. Serves on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level. Also serves on the 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.
			Risk Oversight/Management Expertise Extensive risk oversight and management experience overseeing a private investment management office at Judd Enterprises, Inc. As a partner of the Mayer, Brown & Platt law firm, advised clients on a broad range of regulatory and transactional matters. Additional risk oversight experience through former service on the Audit and Finance Committees and current service on the Executive and Investment Committees of the Board of Trustees of Northwestern University.

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

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

Table of Contents

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.

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 both the opportunities and risks that the existing strategy and any potential new strategies present for the Company. 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 and its committees, 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 “hands-on” experiences, such as market and plant visits, which provide Directors an opportunity to see execution of the business strategy firsthand. For example, in 2022, the Board participated in market visits in certain locations in the United Kingdom and western Europe and visited various production facilities, including those of Costa Limited and innocent.

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.

Table of Contents

30		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Oversight of Risk

The Board has designed a risk governance framework to:

understand critical risks in the Company’s business and strategy;

allocate responsibilities for risk oversight among the full Board and its committees;

evaluate the Company’s risk management processes and whether they are functioning adequately;

facilitate open communication between management and Directors;

leverage the expertise of internal subject matter experts and external advisors, as needed; and

foster an appropriate culture of integrity and risk awareness.

One of the Board’s key responsibilities is understanding and overseeing management of the various risks facing the Company over the short, medium and long term. The Board draws on the experience and judgment of all Directors to consider these risks. 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.

Board of Directors 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 to Board committees, which meet regularly and report back to the Board.		Outside Advisors 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 Committee and regularly consults with the Chair of the 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, and information technology security 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.

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 DEI, as well as the Company’s compensation philosophy and programs, including incorporating features that mitigate risk without diminishing the incentive nature of compensation.

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.

Enterprise-Wide Teams and Risk Mitigation Efforts Cross-functional committees and councils including the Disclosure Committee, Sustainability Steering Committee, Data Trust Executive Advisory 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 features such as 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.	ERM Program and Risk Steering Committee The ERM program was created to proactively identify and address risks and related opportunities and help achieve business objectives through risk-informed decision making. Responsibilities include identification and prioritization of the top risks through a comprehensive risk assessment process, designation of clear risk ownership, and facilitation of a collaborative environment that promotes risk dialogue internally and with various bottling partners. The Risk Steering Committee is a cross-functional team that meets regularly to provide strategic direction and oversight to ERM by assessing mitigation plans of top risks and effectively embedding the plans across the Company.

Table of Contents

SELECTED AREAS OF OVERSIGHT

	SPOTLIGHT ON: INTERNAL CONTROLS AND PROCEDURES		SPOTLIGHT ON: PRIVACY
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 appropriate reviews by the Company’s Disclosure Committee and management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by the Board, applicable to all officers and employees of our Company and subsidiaries.		The Company maintains a multi-disciplinary privacy management program sponsored by the Senior Vice President and General Counsel. The efforts are managed by the Data Trust Executive Advisory Council (the “Council”) that meets regularly to set the direction of the privacy program and act as an escalation point for prioritizing the Company’s response to identified risks and emerging technologies. The Council is chaired by the Chief Privacy Officer and is made up of key functions that enable privacy compliance such as Public Affairs, Communications & Sustainability, Digital and Marketing Innovation, Global Security & Asset Protection, Cyber and others. The Council is a part of the privacy governance framework and receives reports that include analysis of emerging privacy risks, as well as the Company’s plans and strategies to address them, which are regularly presented to the Council and the Audit Committee.

	SPOTLIGHT ON: CYBERSECURITY		SPOTLIGHT ON: SUSTAINABILITY
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. To more effectively prevent, detect and respond to information security threats, the Company maintains a cyber risk management program, which is supervised by a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. The Audit Committee receives regular reports from the Chief Information Security Officer and the Chief Information Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape. Additionally, the Chief Information Security Officer chairs the Cybersecurity Risk Oversight Council, which drives awareness, ownership and alignment across broad governance and risk stakeholder groups for effective cybersecurity risk management and reporting. In accordance with our Cyber Incident Response Plan, the Audit Committee is promptly informed 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 Audit Committee regularly briefs the full Board on these matters.		Our sustainability goals are global, ambitious and broad-reaching, covering areas including water stewardship, reducing added sugar, packaging, climate and DEI. We pursue our sustainability goals through a concerted effort across the entire Coca-Cola system. In partnership with our bottling partners, we operate in more than 200 countries and territories, which gives our sustainability goals global impact. We aim to achieve our ambitious goals to drive system-wide change. 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 on priority sustainability issues, 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 DEI. 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; DEI; and equality and fairness. See page 36 for more information on the Talent and Compensation Committee.

Table of Contents

32		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Management Development and Succession Planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management.

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 regularly discusses recommendations and evaluations from the CEO as to potential successors to fill senior positions. The CEO also provides a regular review to the Corporate Governance and Sustainability Committee assessing the members of the executive leadership team and his or her potential to succeed him. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and contingency plans in the event the CEO is unable to serve for any reason (including death or disability). To reinforce its succession planning responsibilities, the Board also invites leaders to present at Board and committee meetings on their respective areas. 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.

Table of Contents

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 the 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. In addition, Maria Elena Lagomasino, our Lead Independent Director, has strategic and financial experience, international perspective and extensive experience managing risk in various commercial settings that give her valuable insight into the Company’s risk profile. The Board believes that her unique skillset amplifies her Lead Independent Director role in the boardroom.

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.

CURRENT LEADERSHIP STRUCTURE

Table of Contents

34		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Duties and Responsibilities

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







Chairman of the Board Presides over meetings of the Board. Presides over meetings of shareowners. Consults and advises the Board and its committees on the business and affairs of the Company. Performs such other duties as may be assigned by the Board. Chief Executive Officer Oversees the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board.	Lead Independent Director Presides at all meetings of the Board at which the Chairman of the Board is not present, including all meetings of independent Directors and non-employee Directors. Encourages and facilitates 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.

Table of Contents

BOARD AND COMMITTEE EVALUATION PROCESS

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Under the leadership of the Lead Independent Director, the 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.

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

Table of Contents

36		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

BOARD COMMITTEES

In 2022, the Board had six standing committees: the Audit Committee, the Talent and Compensation Committee, the Committee on Directors and Corporate Governance, the Finance Committee, the ESG and Public Policy Committee and the Executive Committee.

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. To ensure our committee structure remains effectively designed to help us meet our objectives, we have made changes to our committee structure to streamline some oversight responsibilities. Effective February 2023, the work of the ESG and Public Policy Committee and the Committee on Directors and Corporate Governance was merged into one committee, which was renamed the “Corporate Governance and Sustainability Committee.” Information about each committee is provided below. Information about each committee, including membership information, is as of December 31, 2022, and 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 2022⁽¹⁾:	10	INDEPENDENCE⁽²⁾	4 out of 4	CHAIR David B. Weinberg	MEMBERS Marc Bolland	Christopher C. Davis	Caroline J. Tsay

PRIMARY RESPONSIBILITIES
●	Represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements.
●	Oversees the Company’s compliance with legal and regulatory requirements, the Independent Auditors’ qualifications and independence, the performance of the Company’s internal audit function and the Independent Auditors, the Company’s ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs, including cybersecurity.
●	Oversees the Company’s ERM program and has direct oversight over certain risks within the ERM framework. Periodically receives reports on and discusses governance of the Company’s risk assessment and risk management processes and reviews significant risks and exposures identified to the Committee (whether financial, operating or otherwise), and management’s steps to address them.

	Additional information regarding the Audit Committee can be found beginning on page 92.

⁽¹⁾	Includes one joint meeting of the Committee with the ESG and Public Policy Committee.
⁽²⁾	Each member who served on the Committee during 2022 is financially literate and met the independence requirements of the NYSE, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Company’s Corporate Governance Guidelines. The Board designated each of Messrs. Weinberg and Davis as an “Audit Committee financial expert” during 2022.


Talent and Compensation Committee

MEETINGS HELD IN 2022:	8	INDEPENDENCE⁽¹⁾	4 out of 4	CHAIR Helene D. Gayle	MEMBERS Carolyn Everson⁽²⁾	Alexis M. Herman	Maria Elena Lagomasino

PRIMARY RESPONSIBILITIES
●	Oversees policies and strategies relating to talent, leadership and culture, including DEI.
●	Evaluates and approves compensation plans, policies and programs applicable primarily to the Company’s senior executive group, which includes all individuals subject to Section 16 of the 1934 Act. 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.

⁽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.
⁽²⁾	Ms. Everson was appointed to the Committee effective July 19, 2022.

Table of Contents


Committee on Directors and Corporate Governance

MEETINGS HELD IN 2022:	5	INDEPENDENCE⁽¹⁾	4 out of 4	CHAIR Maria Elena Lagomasino	MEMBERS⁽²⁾ Ana Botín	Barry Diller	David B. Weinberg

PRIMARY RESPONSIBILITIES
●	Considers and makes recommendations concerning Director nominees and the function and needs of the Board and its committees.
●	Regularly reviews the Company’s Corporate Governance Guidelines and provides oversight of the corporate governance affairs of the Board and the Company consistent with the long-term best interests of the Company and its shareowners.
●	Coordinates the annual Board, committee and Director evaluation process, which is led by the Lead Independent Director.
●	Considers shareowner viewpoints on corporate governance matters.
●	Oversees the development and implementation of succession plans for the CEO and the most senior positions at the Company.

⁽¹⁾	Each member of the Committee meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.
⁽²⁾	Mr. Robert A. Kotick served on the Committee through the 2022 Annual Meeting.


Finance Committee

MEETINGS HELD IN 2022:	5	INDEPENDENCE	4 out of 4	CHAIR Barry Diller	MEMBERS⁽¹⁾ Herb Allen	Ana Botín	Christopher C. Davis

PRIMARY RESPONSIBILITIES
●	Helps the Board fulfill its responsibilities relating to oversight of the Company’s financial affairs, including reviewing and recommending to the Board the Company’s dividend policy, capital expenditures, debt and other financings, major strategic investments and other transactions.
●	Oversees the Company’s policies and procedures on risk management, hedging, swaps and other derivative transactions.

⁽¹⁾	Mr. Kotick served on the Committee through the 2022 Annual Meeting.


ESG and Public Policy Committee

MEETINGS HELD IN 2022⁽¹⁾:	5	INDEPENDENCE	4 out of 4	CHAIR Alexis M. Herman	MEMBERS Marc Bolland	Helene D. Gayle	Caroline J. Tsay

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

⁽¹⁾	Includes one joint meeting of the Committee with the Audit Committee.

Table of Contents

38		THE COCA-COLA COMPANY 2023 PROXY STATEMENT


Executive Committee

MEETINGS HELD IN 2022:	0	INDEPENDENCE	2 out of 3	CHAIR James Quincey	MEMBERS Barry Diller	Maria Elena Lagomasino

PRIMARY RESPONSIBILITIES
●	Authorized to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners under the Delaware General Corporation Law. If matters are delegated to the Executive Committee by the Board, the Committee may act at a meeting or by written consent in lieu of a meeting.

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 2022, the Board held eight meetings, and committees of the Board held a total of 32 meetings, which included one joint meeting of the Audit Committee and the former ESG and Public Policy Committee on the Company’s sustainability reporting and the emerging regulatory environment. 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 2022.

Table of Contents

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.

In 2022, in addition to our regular shareowner engagement efforts, the Talent and Compensation Committee, including our Lead Independent Director, conducted dedicated shareowner outreach efforts in light of the results of our 2022 “say-on-pay” advisory vote. See the Message from the Talent and Compensation Committee on page 51 for a discussion of the feedback from our shareowners with respect to our 2022 “say-on-pay” vote.

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

WHO IS INVOLVED IN ENGAGEMENT

● Independent directors

● Executive leadership team

● Senior management

● Subject matter experts

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 organizations with 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; Stanford Institutional Investors’ Forum; Millstein Center for Global Markets and Corporate Ownership; and National Association of Corporate Directors)

TOPICS OF ENGAGEMENT

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

In 2022, 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.

	2022 Communication and Engagement Highlights			YEAR ROUND
	2022 Communication and Engagement Highlights			YEAR ROUND
FEBRUARY ● 4^thQuarter and Full Year 2021 Earnings ● Publication of 2021 Form 10-K ● CAGNY Investor Conference MARCH ● Publication of 2022 Proxy Statement ● Council of Institutional Investors Conference ● Deloitte Board Symposium ● Harvard Corporate Governance Roundtable APRIL ● 1^stQuarter Earnings ● Publication of 2021 Business & ESG Report ● 2022 Annual Meeting of Shareowners		JUNE ● Shareowner outreach regarding 2022 “say-on-pay” results ● Bernstein Strategic Decisions Conference ● Deutsche Bank Global Consumer Conference ● KPMG Board Leadership Center JULY ● 2^ndQuarter Earnings SEPTEMBER ● Barclays Global Consumer Staples Conference ● Council of Institutional Investors Conference	OCTOBER ● 3^rdQuarter Earnings ● 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 ● Stanford Institutional Investors’ Forum ● Redburn CEO Conference DECEMBER ● Coca-Cola Sustainability Investor Roundtable	Shareowners can direct communications to individual Directors or the entire Board. Communications can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by email asktheboard@coca-cola.com.

Table of Contents

40		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Additional Governance Matters

PUBLIC POLICY ENGAGEMENT

We consider it our responsibility to make our voice heard on 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. In 2022, the Company strengthened its governance framework with respect to its public policy activities and introduced a new U.S. Political Engagement Policy. Consistent with our commitment to transparency, we increased the disclosure of our U.S.-based trade associations and organizations of which the Company is a member and the associated lobbying expenditures. In addition, the Company files international lobbying disclosures according to applicable laws and regulations.

The Company was again recognized as a Trendsetter in the 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability. The Company received its highest score to date of 95.7%. Issued annually, the Index is 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.

Additional information about our public policy engagement is available on the Company’s website at www.coca-colacompany.com by clicking on “Investors,” then “Corporate Governance” and then “Political Engagement Policy.”

SPECIAL MEETING OF SHAREOWNERS

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

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

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

CODES OF BUSINESS CONDUCT

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

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 professionals. The Chief Ethics and Compliance Officer reports directly to the Company’s Senior Vice President and 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.

Table of Contents

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 122.

COMMUNICATE WITH THE BOARD

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

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

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

● spam

● junk mail and mass mailings

● product complaints or inquiries

● new product suggestions

● resumes and other forms of job inquiries

● surveys

● business solicitations or advertisements

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

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

Table of Contents

42		THE COCA-COLA COMPANY 2023 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 consultant 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.

The Committee did not recommend, and the Board did not make, any adjustments to the Director compensation program in 2022.

2022 ANNUAL DIRECTOR COMPENSATION

ANNUAL CASH RETAINER	$90,000	Cash retainers are paid on a quarterly basis. Under the Directors’ Plan, non-employee Directors have the option of deferring all or a portion of their cash compensation into share units that are paid out in cash after leaving the Board. The $200,000 annual equity retainer is credited in deferred share units. The number of share units awarded is equal to the number of shares of Common Stock that could be purchased on the open market for $200,000 on April 1. Share units do not have voting rights but are credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. Share units are paid out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board and (ii) six months after the Director leaves the Board. Directors may elect to take their payout in a lump sum or in up to five annual installments. Directors do not receive fees for attending Board or committee meetings. Directors who serve on committees (other than as chair) do not receive additional compensation for committee service. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.
ANNUAL EQUITY RETAINER	$200,000
ADDITIONAL COMPENSATION
Lead Independent Director	$30,000
Chair of Audit Committee	$30,000
Chair of Talent and Compensation Committee	$25,000
Chairs of all other Committees	$20,000

	HIGHLIGHTS OF DIRECTOR COMPENSATION PROGRAM
	HIGHLIGHTS OF DIRECTOR COMPENSATION PROGRAM

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

Table of Contents

The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, 2022.

2022 DIRECTOR COMPENSATION TABLE

Name⁽¹⁾ (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)		All Other Compensation ($) (g)		Total ($) (h)
Herb Allen	$	90,000	$	200,000	$	0	$	0	$	0	$	327	$	290,327
Marc Bolland		90,000		200,000		0		0		0		186		290,186
Ana Botín		90,000		200,000		0		0		0		48		290,048
Christopher C. Davis		90,000		200,000		0		0		0		2,446		292,446
Barry Diller		110,000		200,000		0		0		0		1,102		311,102
Carolyn Everson⁽²⁾		54,000		120,000		0		0		0		571		174,571
Helene D. Gayle		115,000		200,000		0		0		0		1,065		316,065
Alexis M. Herman		110,000		200,000		0		0		0		26,904		336,904
Robert A. Kotick⁽³⁾		45,000		40,000		0		0		0		301		85,301
Maria Elena Lagomasino		140,000		200,000		0		0		0		5,897		345,897
Caroline J. Tsay		90,000		200,000		0		0		0		888		290,888
David B. Weinberg		120,000		200,000		0		0		0		1,880		321,880


⁽¹⁾	Mr. Quincey is a Company employee and therefore receives no compensation under the Directors’ Plan.
⁽²⁾	Ms. Everson joined the Board on July 19, 2022. Therefore, the information reflects her service on the Board following such appointment.
⁽³⁾	Mr. Kotick did not stand for reelection at the 2022 Annual Meeting. Therefore, the information reflects his service on the Board through the 2022 Annual Meeting.

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

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee Director in 2022, whether or not such fees were deferred. In addition to the $90,000 annual cash fees (or a prorated portion thereof): (i) Mr. Weinberg received an additional $30,000 for service as Audit Committee Chair; (ii) Ms. Gayle received an additional $25,000 for service as Talent and Compensation Committee Chair; and (iii) each of Mses. Herman and Lagomasino and Mr. Diller received an additional $20,000 for service as a chair of other committees. 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 2022 cash compensation into share units. The number of share units is equal to the number of shares of Common Stock that could be purchased for the deferred amount based on the average of the high and low prices of a share of Common Stock on April 1, 2022.

Director		Elective Deferral in Share Units
Ms. Botín		1,079
Mr. Davis		1,439
Mr. Diller		1,759
Mr. Kotick⁽¹⁾		719
Ms. Lagomasino		2,239
Mr. Weinberg		1,919


⁽¹⁾	The number of share units reported for Mr. Kotick represents a prorated number of share units due to his service through the 2022 Annual Meeting.

Table of Contents

44		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Stock Awards (Column (c))

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

The table below shows the number of outstanding share units held by each non-employee Director who served during 2022.

Director		Outstanding Share Units as of 12/31/2022
Mr. Allen		3,291
Mr. Bolland		40,115
Ms. Botín		61,508
Mr. Davis		28,358
Mr. Diller		178,443
Ms. Everson		1,947
Ms. Gayle		52,404
Ms. Herman		79,403
Mr. Kotick		71,133
Ms. Lagomasino		98,363
Ms. Tsay		22,080
Mr. Weinberg		52,707

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.

Further described below are the amounts reflected in the All Other Compensation column that are required by SEC rules to be separately identified for 2022. None of the non-employee Directors received an aggregate of $10,000 or more of perquisites or other personal benefits from the Company in 2022. The total cost incurred by the Company in 2022 for products provided to non-employee Directors was approximately $15,850.

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 2022, this program matched up to $10,000 of charitable contributions on a two-for-one basis to tax-exempt arts, cultural, environmental and educational organizations. The total cost of matching contributions on behalf of the non-employee Directors for 2022 under the Company’s matching gifts program was $20,000, to match certain charitable contributions made by Ms. Herman.

INSURANCE PREMIUMS

For Mr. Diller, who elected coverage prior to 2006, the Company provides life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. This coverage was discontinued in 2006 for all other Directors. The Company cost for this insurance in 2022 was $735.

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

Table of Contents

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

INDEPENDENCE ASSESSMENT

The Board, through its Corporate Governance and Sustainability Committee, annually reviews all relevant business relationships any Director nominee and any person who served as a Director during 2022 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, 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. In addition, the Board determined that Robert A. Kotick, who served as a Director for a portion of 2022, was independent.

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 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.

Table of Contents

46		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

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.
Amity Millhiser	Immaterial Sales/Purchases	The Board examined the Company’s relationship with PricewaterhouseCoopers LLP (“PwC”), where Amity Millhiser, a Director nominee, is Vice Chair and a partner. The Board determined that the relationship was not material since (i) Ms. Millhiser will have retired from PwC prior to the beginning of her term as a Director of the Company; (ii) Ms. Millhiser does not have and has not had a direct or indirect material interest in any of the services provided by PwC to the Company; (iii) the Company has had a relationship with PwC for many years; and (iv) PwC does not serve as the Company’s internal or external auditor.

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 potential benefits to the Company of the transaction;

●	The nature and extent of the Related Person’s interest in the transaction;

●	The approximate dollar value of the amount involved in the transaction;

●	Whether the transaction was undertaken in the ordinary course of the Company’s business;

●	Whether the terms of the transaction are fair to the Company and on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

●	The availability of other sources for comparable products or services;

●	Whether the transaction would impair the independence of a non-employee Director; and

●	Whether the transaction would present an improper conflict of interest for any Director, Director nominee or executive officer, taking into account the size of the transaction, the overall financial position of the applicable Related Person, the direct or indirect nature of the applicable Related Person, the ongoing nature of any proposed relationship and any other relevant factors.

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, 2022, there has not been, nor is there currently proposed, any related person transaction in which the Company or any of its subsidiaries was a participant, the amount involved exceeded or will exceed $120,000 and in which any Related Person had or will have a direct or indirect material interest.

Table of Contents

6	Share Ownership

Directors and Executive Officers

The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each Director nominee, each individual named in the 2022 Summary Compensation Table on page 70, and our Directors, Director nominee and executive officers as a group, all as of February 24, 2023. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

Name	Aggregate Number of Shares Beneficially Owned	Percent of Outstanding Shares⁽¹⁾	Additional Information
Herb Allen	19,282,444	*	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 3,291 share units deferred under the Directors’ Plan, which are settled in cash.
Marc Bolland	10,000	*	Does not include 40,115 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 61,508 share units deferred under the Directors’ Plan, which are settled in cash.
Christopher C. Davis	20,000	*	Does not include 28,358 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 178,443 share units deferred under the Directors’ Plan, which are settled in cash.
Carolyn Everson	1,500	*	Does not include 1,947 share units deferred under the Directors’ Plan, which are settled in cash.
Helene D. Gayle	3,000	*	Does not include 52,404 share units deferred under the Directors’ Plan, which are settled in cash.
Alexis M. Herman	2,000	*	Does not include 79,403 share units deferred under the Directors’ Plan, which are settled in cash.
Maria Elena Lagomasino	23,631	*	Does not include 98,363 share units deferred under the Directors’ Plan, which are settled in cash.
Amity Millhiser	0	*
Caroline J. Tsay	1,104	*	Does not include 22,080 share units deferred under the Directors’ Plan, which are settled in cash.

Table of Contents

48		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Name	Aggregate Number of Shares Beneficially Owned	Percent of Outstanding Shares⁽¹⁾	Additional Information
David B. Weinberg	9,384,160	*	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 174,496 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 52,707 share units deferred under the Directors’ Plan, which are settled in cash.
James Quincey	3,591,365	*	Includes 44,678 shares held by a family member, 200 shares of restricted stock, 6,182 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 2,901,538 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 25, 2023. Does not include 20,422 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	1,200,184	*	Includes 2,407 shares held by a family member, 200 shares of restricted stock, 462 shares credited to Mr. Murphy under the 401(k) Plan and 968,485 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 25, 2023. Does not include 2,325 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.
Manuel Arroyo	497,661	*	Includes 382,347 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 25, 2023.
Alfredo Rivera	666,786	*	Includes 62,000 shares held by a family member’s trust, 298 shares credited to Mr. Rivera under the 401(k) Plan and 604,488 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 25, 2023. Does not include 1,304 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment.
Brian J. Smith	1,570,120	*	Includes 200 shares of restricted stock, 41,640 shares credited to Mr. Smith under the 401(k) Plan, and 1,308,051 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 25, 2023. Does not include 22,589 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)	43,221,904	*	Includes 800 shares of restricted stock, 101,831 shares credited under the 401(k) Plan and 8,325,580 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 25, 2023. Does not include 76,117 share units credited under the Supplemental 401(k) Plan and 618,619 share units deferred under the Directors’ Plan, all of which will be settled in cash. Also does not include 6,147 unvested restricted stock units, which will be settled in shares upon vesting.


*	Less than 1% of outstanding shares of Common Stock.
⁽¹⁾	Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. Unvested restricted stock units, which will be settled in shares upon vesting, also are not included.

Table of Contents

Principal Shareowners

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

Name and Address	Aggregate Number of Shares Beneficially Owned	Percent of Outstanding Shares⁽⁴⁾
Berkshire Hathaway Inc.⁽¹⁾3555 Farnam Street, Omaha, Nebraska 68131	400,000,000	9.25%
The Vanguard Group⁽²⁾100 Vanguard Blvd., Malvern, Pennsylvania 19355	368,192,362	8.51%
BlackRock, Inc.⁽³⁾55 East 52nd Street, New York, New York 10055	310,955,318	7.19%


⁽¹⁾	Berkshire Hathaway Inc., a diversified holding company, has informed the Company that, as of December 31, 2022, it held an aggregate of 400,000,000 shares of Common Stock through subsidiaries.
⁽²⁾	The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2023, reporting beneficial ownership as of December 31, 2022. The Vanguard Group reported that it has sole dispositive power with respect to 351,259,683 shares of Common Stock, shared voting power with respect to 5,804,877 shares of Common Stock, shared dispositive power with respect to 16,932,679 shares of Common Stock and no sole voting power.
⁽³⁾	The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 7, 2023, reporting beneficial ownership as of December 31, 2022. BlackRock, Inc. reported that it has sole voting power with respect to 278,400,929 shares of Common Stock, sole dispositive power with respect to 310,955,318 shares of Common Stock and no shared voting or dispositive power.
⁽⁴⁾	The ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own the number of shares reflected in the table above on February 24, 2023.

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 2022 and related written representations, we believe that all Section 16(a) reports were filed on a timely basis, except for (i) an amended Form 3 filed on July 26, 2022 for Carolyn Everson to report her ownership of 517 shares that were inadvertently omitted from her Form 3; and (ii) a Form 5 filed on February 23, 2023 for Kathy Loveless to report the disposition on December 15, 2022 of restricted stock units to satisfy payroll tax liabilities

Table of Contents

50		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

7	Compensation


		Advisory Vote to Approve Executive Compensation
	2	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 53 and the Compensation Tables beginning on page 70.
		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 2024 Annual Meeting of Shareowners, subject to the outcome of the advisory vote on the frequency of future advisory votes to approve executive compensation (see page 91).

Table of Contents

Message from the Talent and
Compensation Committee



2022 was a strong year for the Company as it executed its strategy for growth in a dynamic operating and macroeconomic environment. The Company also focused on delivering against its talent strategy through certain key leadership transitions that will help continue to drive the business forward. As a Committee, we are committed to working with Company management to design talent and compensation programs that align executives’ interests with those of our shareowners. We take seriously the annual “say-on-pay” advisory vote, and following an outcome that was significantly lower than what we’ve typically received in the past, we oversaw important investor outreach throughout 2022 to ensure we are understanding and responding to your feedback.

2022 “Say-on-Pay” Results and Response

The annual advisory vote to approve executive compensation, also known as “say-on-pay,” is one tool we as a Committee use to gauge shareowner sentiment regarding the Company’s executive compensation programs. Last year, the Company’s say-on-pay vote received support from approximately 51% of votes cast. As we have received an average say-on-pay vote of 92% in the five preceding years, the Committee fully understands and appreciates the seriousness of this message from our shareowners and the need to be responsive.

In response to last year’s say-on-pay result, the Committee, including the Company’s Lead Independent Director, conducted outreach efforts to discuss our talent and compensation programs with shareowners and to listen to shareowner feedback. In addition to a robust engagement process conducted during proxy season, we engaged with shareowners representing approximately 35% of our Common Stock on this issue after the vote, including 13 of our top 15 investors.

Notably, these engagements confirmed that shareowners generally approve of our pay-for-performance philosophy, as well as the design of our executive compensation programs. Shareowners also expressed support for our recent compensation initiatives, and in particular, supported the incorporation of sustainability measures into our annual and long-term incentive programs. The general sentiment we heard from these engagements was that our programs are working to attract and retain talent and are well designed from a pay-for-performance perspective, and that our governance practices are strong.

However, the reason cited by those who voted against the say-on-pay proposal in 2022 was the use of a consulting agreement entered into with the Company’s former General Counsel, both in terms of quantum and transparency around the rationale for the agreement.

The Committee and full Board have taken this investor feedback seriously, assessing key themes from shareowners’ input. While the Company has historically used consulting agreements in limited circumstances to address specific needs such as receiving unique advice and counsel or to aid in successful transitions, often with full approval from the Board, we understand from our investor feedback that we must remain committed to continue to monitor and limit the use of consulting agreements, and to provide transparency and rationale to help shareowners understand decisions made by the Committee. We believe this is an appropriate action based on the feedback from our investors.

We remain proud of the many best practices we have incorporated into our compensation programs over the years, which are summarized in “Checklist of Compensation Practices” on page 56 of this Proxy Statement.

Table of Contents

52		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Key Leadership Transitions

Assessing the leadership team and overseeing succession planning for senior roles are critical responsibilities of the Board. In 2022, the Company announced several key leadership changes. John Murphy expanded his responsibilities effective October 1, 2022, taking on the role of President in addition to his role as Chief Financial Officer. He now oversees Global Ventures; Platform Services; Online-to-Offline Digital Transformation; Customer and Commercial Leadership; and the Company’s Bottling Investments Group. Brian J. Smith stepped down from his role as President and Chief Operating Officer effective September 30, 2022, and supported the organization as senior executive, ensuring a smooth transition across our broad and complex global Coca-Cola system, until he retired from the Company on February 28, 2023. Alfredo Rivera transitioned from his role as President, North America Operating Unit on December 31, 2022, and will separate from the organization on March 31, 2023. Jennifer Mann, a 25-year veteran of the Company with deep operational experience, succeeded Mr. Rivera, becoming our first female executive to oversee the North America Operating Unit. Additionally, the Company continued to build the next generation of leaders with select appointments in the Platform Services function, operating unit leadership and marketing category roles. We believe these leadership changes will help support the Company’s continued growth and enable smooth transitions of the important responsibilities of these leaders.

Continuing Our Commitment to Environmental Sustainability and Diversity, Equity and Inclusion in Our Compensation Programs

In 2022, the Committee approved changes to our compensation programs to tie certain sustainability goals to compensation for the Company’s executive officers. These changes set an important precedent and reinforce our belief that the Company’s environmental sustainability and DEI goals are among the key drivers of future growth. The Committee was encouraged by our executive officers’ efforts in 2022 to promote progress toward the Company’s sustainability goals, and we determined to continue to include the same DEI components in the annual incentive awards for 2023, as well as the same environmental sustainability components in the performance share unit awards for the 2023-2025 performance cycle. We believe that these components in our compensation programs will continue to drive positive change for the Company as we strive to refresh the world and make a difference.

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

Table of Contents

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Talent and Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2022. The titles below for our Named Executive Officers represent positions as of December 31, 2022.




JAMES QUINCEY	JOHN MURPHY	MANUEL ARROYO	ALFREDO RIVERA	BRIAN J. SMITH
Chairman of the Board and Chief Executive Officer	President and Chief Financial Officer¹	Chief Marketing Officer	President, North America Operating Unit²	Senior Executive; Former President and Chief Operating Officer³


¹	Mr. Murphy served as Executive Vice President and Chief Financial Officer through September 30, 2022, when he was appointed to his current role of President and Chief Financial Officer.
²	Mr. Rivera transitioned to the role of senior advisor on January 1, 2023 and will separate from the Company on March 31, 2023.
³	Mr. Smith served as President and Chief Operating Officer through September 30, 2022, when he transitioned to the role of senior executive. He retired from the Company on February 28, 2023.

2022 PERFORMANCE IN REVIEW

In 2022, the Company delivered strong results, executing amidst a challenging external environment that remained dynamic as inflation, geopolitical tensions and pandemic-related mobility restrictions persisted. 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, are prevalent amongst our peers, and are highly correlated with long-term value creation. We set incentive targets in line with our externally communicated long-term growth plan, which aligns our compensation programs with investors’ growth and value creation expectations.

NET OPERATING REVENUE GROWTH	ORGANIC REVENUE GROWTH (NON-GAAP)*	OPERATING INCOME GROWTH	COMPARABLE CURRENCY NEUTRAL OPERATING INCOME GROWTH (NON-GAAP)*

Table of Contents

54		THE COCA-COLA COMPANY 2023 PROXY STATEMENT

Compensation Results

In 2022, the financial performance targets for the annual incentive award were set at 5% for net operating revenue growth and 7% for operating income growth, each of which is within our long-term growth plan for those measures of 4% to 6% and 6% to 8%, respectively. Accordingly, our strong financial performance certified under our incentive plans of 16% net operating revenue growth and 19.5% operating income growth resulted in a payout that was above target, consistent with our philosophy of tying executive pay to performance. For more information on the 2022 incentive payouts for our Named Executive Officers, see the discussion beginning on page 58.

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

The Company’s strong financial performance in recent years has allowed us to increase returns to shareowners on an accelerated basis. Despite currency headwinds and macroeconomic volatility, we have grown U.S. dollar earnings per share and cash flow from operations, which has allowed the Company to continue to grow the dividend. In February 2023, we announced a 4.5% increase in our dividend per share of Common Stock, which is the 61^stconsecutive annual increase.

DIVIDENDS PER SHARE		TOTAL SHAREOWNER RETURN (“TSR”)*

CASH FLOW FROM OPERATIONS	EARNINGS PER SHARE	* The Total Shareowner Return graph shows how a $100 investment in the Company’s Common Stock on December 31, 2017 would have grown to $163 on December 31, 2022, with dividends reinvested on the day of issuance, outperforming both the S&P 500 Index and the Dow Jones Food & Beverage Total Return Index over the five-year period.

Table of Contents

2022 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.

The following table illustrates the total direct compensation (in millions) for each of our Named Executive Officers in 2022.

	James Quincey	John Murphy	Manuel Arroyo	Alfredo Rivera	Brian J. Smith

LONG-TERM INCENTIVE	$14.1	$4.7	$4.1	$2.3	$5.1
ANNUAL INCENTIVE	$6.1	$2.6	$1.6	$1.3	$3.1
BASE SALARY	$1.6	$1.0	$0.7	$0.7	$0.9
TOTAL DIRECT COMPENSATION*	$21.8	$8.2	$6.4	$4.2	$9.2

* Total Direct Compensation comprises base salary, actual annual incentive and the grant date fair value of the long-term incentive awards for 2022. Certain columns may not add due to rounding.

OUR COMPENSATION PHILOSOPHY AND CORE PRINCIPLES

While we consider many factors in our pay decisions, we are guided by the following core philosophies and 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 $43.0 billion in 2022 reported net operating revenues and employed approximately 82,500 people as of December 31, 2022, the Coca-Cola system generates more than $100 billion in annual revenues, operates in more than 200 countries and territories, and employs more than 700,000 people. Our executives and employees must not only manage our business but also support our bottling partners and other partners. This alignment and a shared vision of success are critical to drive long-term growth.
ALIGNMENT OF APPROACH ACROSS THE WORKFORCE		Our people, at every level, are our most important asset. The Committee takes seriously the Company’s goal to structure pay programs, from the CEO down through the entire workforce, in a manner that reinforces the Company’s growth agenda. The Committee also understands that CEO pay should be perceived as reasonable relative to overall employee pay. The compensation approach used to set CEO and Named Executive Officer pay is the same approach used in determining compensation for the broader workforce, including pay competitiveness and the use of performance-based measures that reward exceptional financial performance. In its discretion in determining CEO and Named Executive Officer pay, the Committee may also consider other factors that it regularly reviews, including shareowner and employee feedback, the shareowner advisory vote on compensation, CEO pay ratio, global pay fairness, and progress against sustainability goals.

Table of Contents

56		THE COCA-COLA COMPANY 2023 PROXY STATEMENT



	Talent and Compensation Committee Oversight is a Year-Round Process We have a robust engagement, planning, review and approval process to oversee the Company’s strategies relating to executive compensation, talent, leadership and culture, including DEI. When evaluating pay reported in the 2022 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 2022 were decided in February 2023 and reflect performance against targets and goals set in February 2022; and ● Long-term incentive awards reported for 2022 were granted in February 2022 and reflect the individual’s potential to drive future growth. Highlights from our 2022 agenda are set forth in the adjacent table.		JANUARY-MARCH ● Reviewed overall robustness and rigor of performance measures and targets for 2022 performance cycles ● Finalized performance measures and targets for upcoming performance cycles ● Approved annual and long-term incentive award opportunities for executive officers ● Discussed talent, leadership and culture strategy, including DEI strategy

			APRIL-JUNE ● Reviewed results of “say-on-pay” advisory vote ● Conducted shareowner outreach to gather feedback on the “say-on-pay” vote

			JULY-SEPTEMBER ● Reviewed results of global pay fairness analysis ● Reviewed program designs for the upcoming year ● Evaluated and set compensation comparator group to be used for upcoming year

			OCTOBER-DECEMBER ● Reviewed talent, leadership and culture strategy and progress against talent management and DEI goals (e.g., succession, acceleration and retention of talent) ● Reviewed risk assessment of compensation programs ● Benchmarked compensation program designs and pay opportunities against the compensation comparator group

CHECKLIST OF 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 key compensation programs

● No employment contracts unless required by law

● No dividends or dividend equivalents on unearned PSUs or restricted stock units

● No repricing of underwater stock options

● No tax gross-ups for personal aircraft use or financial planning

● No special change in control severance provisions for executive officers

● No tax gross-ups related to change in control

Table of Contents

ELEMENTS OF EXECUTIVE COMPENSATION
We generally provide three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. In addition, we provide limited perquisites (see page 64) and standard retirement and benefit plans (see pages 68 and 124).
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 DEI 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 are awarded in the form of stock options and PSUs. Performance measures for the PSUs granted in 2022 were as follows: ● Net operating revenue growth ● Earnings per share 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 2022, 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

●

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 measures to evaluate the success of our business by investors, are prevalent amongst our compensation comparator group, and are highly correlated with long-term value creation. Our non-financial sustainability measures in our incentive plans align with the Company’s priority issues and reinforce our

KEY RESPONSIBILITIES OF THE BOARD

KEY RESPONSIBILITIES OF THE BOARD

OVERSIGHT OF BUSINESS STRATEGY

  The Board oversees and monitors strategic planning.

  Business strategy is a key focus at the Board level and embedded in the work of Board committees.

  Company management is charged with executing business strategy and provides regular performance updates to the Board.

OVERSIGHT OF RISK

  The Board oversees risk management.

  Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.

  Company management is charged with managing risk through robust internal processes and effective internal controls.

SUCCESSION PLANNING

  The Board oversees succession planning and talent development for senior executive positions.

  The 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.