THE COCA-COLA COMPANY

TABLE OF CONTENTS

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

8		AUDIT MATTERS		107
		107	Report of the Audit Committee
		110	ITEM 5 Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
9		SHAREOWNER PROPOSALS		113
		114	ITEM 6 Shareowner proposal requesting a report on risks created by the Company’s diversity, equity and inclusion efforts
		116	ITEM 7 Shareowner proposal requesting a report on non-sugar sweeteners
		118	ITEM 8 Shareowner proposal requesting a report on risks caused by the decline in the quality of accessible medical care
10		ANNEXES		120
		120	ANNEX A — Questions and Answers
		128	ANNEX B — Summary of Plans
		131	ANNEX C — Reconciliations of GAAP and Non-GAAP Financial Measures


	QUESTIONS AND ANSWERS

	Please see Questions and Answers in Annex A beginning on page 120 for important information about the 2024 Annual Meeting of Shareowners (the “2024 Annual Meeting”), proxy materials, voting, Company documents, communications, and the deadlines to submit shareowner proposals and Director nominees for the 2025 Annual Meeting of Shareowners. Additional questions may be directed to Shareowner Services at (404) 676-2777 or shareownerservices@coca-cola.com.



Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”). This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements regarding the administration of our equity incentive plans or expressing general views about future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) and those described from time to time in our future reports filed with the SEC.

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1	NOTICE OF 2024 ANNUAL MEETING OF SHAREOWNERS


DATE & TIME	VIRTUAL MEETING LOCATION	ANNUAL MEETING WEBSITE	RECORD DATE
Wednesday, May 1, 2024 8:30 a.m. Eastern Time	The 2024 Annual Meeting of Shareowners will be held exclusively online. Visit https://meetnow. global/KO2024 to attend the meeting.	Access links to vote in advance, listen to video messages from certain of our Directors, submit questions in advance of the meeting and learn more about our Company at www.coca-colacompany.com/annual-meeting-of-shareowners.	Holders of record of our Common Stock as of March 4, 2024 are entitled to notice of, and to vote at, the meeting.

Voting Methods

Items of Business

Our Board’s
Recommendation

Page

Your vote is important to us. Whether or not you plan to participate in the 2024 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting using one of the following advance voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

Shareowners may also vote during the meeting by accessing the virtual meeting according to the instructions in question 2 on page 120 of the attached Proxy Statement.

Company Proposals

Elect as Directors the 14 Director nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Shareowners.

FOR each Director Nominee

Conduct an advisory vote to approve executive compensation.

FOR

Approve The Coca-Cola Company 2024 Equity Plan.

FOR

Advance Voting methods

Shareowners of Record
(shares registered on the books of the Company via Computershare)

Approve The Coca-Cola Company Global Employee Stock Purchase Plan.

FOR

100

INTERNET

PHONE

MAIL

Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2024 fiscal year.

FOR

110

www.investorvote.com/
coca-cola

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

Sign, date and return your proxy card

Shareowner Proposals

Beneficial Owners
(shares held through your bank, brokerage account or other nominee)

Vote on a shareowner proposal requesting a report on risks created by the Company’s diversity, equity and inclusion efforts.

AGAINST

114

INTERNET

PHONE

MAIL

Vote on a shareowner proposal requesting a report on non-sugar sweeteners.

AGAINST

116

www.proxyvote.com

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

Sign, date and return your voting instruction form

Vote on a shareowner proposal requesting a report on risks caused by the decline in the quality of accessible medical care.

AGAINST

118

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

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

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

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

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

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


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2	LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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

To My Fellow Shareowners:

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

We’re coming off another solid year in which our Company delivered strong growth and continued the momentum we’ve been building for several years. We achieved these results in the midst of many factors beyond our control, from inflation to currency headwinds to geopolitical tensions.

We navigated these challenges by focusing on what’s in our control, and we made steady progress on our journey as a total beverage company.

Our priorities are clear and unwavering — we refresh the world and make a difference.

Our global system of more than 700,000 people continues to win in more than 200 countries and territories with incredibly diverse operating environments.

Looking ahead, I’m inspired by the growth opportunities we see and our system’s steadfast focus on the future. We have 138 years of history but we see so much future opportunity for continued growth.

Delivering Growth

Our all-weather strategy remains focused on driving our top-line revenue and delivering stronger bottom-line returns. I’m confident in our ability to continue the Company’s sustainable growth. This starts with our portfolio of brands, combined with a refreshed marketing model and our system’s alignment around key goals and capabilities, including revenue growth management and improved integrated execution.

We’ve gotten better and better at using data from the marketplace, both from our own research and from external sources. We’re converting that knowledge into sales.

We have strong execution that caters to local consumer

preferences, thanks to our powerful global system of independent bottlers. Our system is stronger than ever, with shared objectives. Collectively, we continue to invest for long-term growth.

Dynamic Portfolio and Innovation

We craft meaningful brands and a choice of drinks that people love. We’re leading the growth of a thriving beverage industry across categories and regions.

We do this by remaining relentlessly consumer-centric. As consumer needs evolve, we’re positioned to serve those needs through our strong portfolio. With a long-term perspective, our system is focused on pursuing growth by building brands that consumers will choose each and every week of the year.

To stay relevant, our total beverage portfolio must be dynamic. We continue to both streamline and expand. We move on from brands that don’t show the potential to scale, freeing up resources to invest in stronger opportunities.

One of our key objectives is to closely follow consumer trends globally so we’re able to address changing needs and habits. This drives our innovation agenda.

For example, in 2023, we launched limited-time offerings with Coke Creations, including Coca-Cola Y3000 Zero Sugar, a futuristic flavor co-created with human and artificial intelligence. The foundational goal for Coke Creations is to engage with a new generation of consumers.

Innovation is a key enabler in creating new value. It includes creating new products and brand extensions, as well as the development of more sustainable packaging, more efficient equipment and the use of technology to improve our business.

We expanded our alcohol ready-to-drink beverages portfolio with Jack Daniel’s & Coca-Cola. We also announced Absolut & Sprite, which recently launched in Europe.


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We continued to grow fairlife in 2023, including breaking ground on a new, state-of-the-art production facility in New York. Costa Coffee also had good momentum in its United Kingdom retail business.

Innovating for Growth and Digital Transformation

Our digital transformation is a foundational part of our ambitious growth strategy. We believe it will create value for consumers and customers, as well as across our enterprise and the overall Coca-Cola system.

We’re on a multi-year — in fact, multi-decade — journey to embed and embrace the power of digital in every aspect of our business.

For example, we’ve undergone a bold marketing transformation, and digital is a significant piece of our roadmap. We’re rapidly and more effectively engaging directly with consumers through experiences focused on passion points. We’re continuing to shift our spending, and our digital mix has gone from less than 30% in 2019 to approximately 60% of our total media spend in 2023.

Generative artificial intelligence also has immense potential for our business and the industry, from marketing to how we work as an enterprise. We’re committed to being at the forefront of AI experimentation, learning and implementation.

We intend to be a leader in using AI to support our marketing agenda and enhance overall operational effectiveness.  We’re embracing the need to take risks, responsibly experiment with AI across our system, and build on what we learn to drive scale.

Sustainable Business

We’re investing in solutions and making progress through collective action with industry partners, nonprofits and governments to create a better shared future.

Each year, we publish a Business & Sustainability Report to share our progress and learnings.

Water is a priority for the Company because it is essential to individuals, our beverages, our agricultural supply chain and the communities we serve. It’s also critical to public health, food security, ecosystem and the climate. We’ve replenished more than 100% of the water used in our finished beverages every year since 2015. This means that for every drop of water we use in our finished beverages, we return at least one back to nature and communities.

We care about the impact of every drink we sell. Our World Without Waste initiative — launched in 2018 — is designed to drive systemic change through a circular economy for our packaging. We have a number of goals, including to recover a bottle or can for every one we sell by 2030 and then to recycle and reuse it.

Taking well-informed action to help address climate change is a priority for our Company. We’re working to reduce the Coca-Cola system’s greenhouse gas emissions and build resilience in our business, value chain and local communities.

The World Belongs to the Discontented

Finally, I want to talk about the competitive advantage that truly drives us. Our Company is always building for the future. As our legendary former Chairman Robert Woodruff said, “The world belongs to the discontented.” We relentlessly pursue growth. We work to exceed the expectations of our consumers, customers, communities and employees. When we do this, it leads to results for you, our shareowners.

I’m inspired by what we’ve accomplished and excited about the promise of our future.

We’re rapidly and more effectively engaging directly with consumers through experiences focused on passion points.

JAMES QUINCEY

Chairman and Chief Executive Officer

The Coca-Cola Company


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REFRESH THE WORLD.

MAKE A DIFFERENCE.

Our Company

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



SPARKLING SOFT DRINKS Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes*, Sprite and Thums Up			JUICE, VALUE-ADDED DAIRY AND PLANT-BASED BEVERAGES AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy and Simply

WATER, SPORTS, COFFEE AND TEA Aquarius, Ayataka, BODYARMOR, Ciel, Costa, Dasani, doğadan, FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, I LOHAS, Powerade and Topo Chico			EMERGING Absolut & Sprite, Jack Daniel’s & Coca-Cola, Lemon-Dou, Schweppes Premium Drinks, Simply Spiked and Topo Chico Hard Seltzer

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

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

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company by visiting our website, www.coca-colacompany .com. We also encourage you to read our latest Form 10-K, available at www.coca-colacompany.com/annual-meeting-of-shareowners.

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

The Coca-Cola System


We make our branded beverage products available to consumers throughout the world through our network of independent bottling partners, distributors, wholesalers and retailers as well as our consolidated bottling and distribution operations. Consumers enjoy finished beverage products bearing trademarks owned by or licensed to us at a rate of 2.2 billion servings per day.	SYSTEM PARTNERS
		~200	~950
		Bottling Partners	Production Facilities
		~31M	2.2BN
		Customer Retail Outlets	Servings a Day

2023 Financial Highlights

REVENUE GROWTH

OPERATING INCOME
GROWTH

EARNINGS PER SHARE GROWTH

CASH FLOW

DIVIDENDS
PAID

12%

16%

13%

$11.6 BN

$9.7 BN

$8.0 BN

Reported Net Operating Revenues vs. 2022

Organic Revenues vs. 2022 (Non-GAAP)

Reported Operating Income vs. 2022

Comparable Currency Neutral Operating Income vs. 2022 (Non-GAAP)

Reported Earnings Per Share (“EPS”) vs. 2022

Comparable EPS vs. 2022 (Non-GAAP)

Cash Flow from Operations

Free Cash
Flow
(Non-GAAP)

Returned to Shareowners

Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of fluctuations in foreign currency exchange rates. Comparable currency neutral operating income is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability and the impact of fluctuations in foreign currency exchange rates. Comparable EPS is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and equipment. See Annex C on page 131 for reconciliations of non-GAAP financial measures to our results as reported under generally accepted accounting principles in the United States (“GAAP”).


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Our Strategy

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

Stewarded Portfolio

Investing to capture
every consumption occasion

Stepped-Up Strategy

Investing in key enablers
to spin our flywheels faster

Strengthened Organization

Investing in our networked
organization to support future growth

2023 Business Highlights

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

Highlights from 2023 include the following:



DRIVING QUALITY LEADERSHIP ACROSS OUR PORTFOLIO	IMPROVING EXECUTION ACROSS ALL ELEMENTS OF OUR STRATEGY	BUILDING A STRENGTHENED ORGANIZATION

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


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Human Capital

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

2023 NOTABLE WORKPLACE ACCOLADES


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

Ranked in Forbes’ annual World’s Top Companies for Women

Received the CEO Excellence in Gender Equity and Diversity Award by the Women Business Collaborative

Ranked in the 90^th percentile in the Disability Equality Index for Best Places to Work by Disability:IN

OUR HUMAN CAPITAL PILLARS

	LEADERSHIP, TALENT AND DEVELOPMENT

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

DIVERSITY, EQUITY AND INCLUSION

The Coca-Cola Company is for everyone. We believe that a diverse, equitable and inclusive workplace that reflects the markets we serve is a strategic business priority that is critical to the Company’s continued growth and success. We aim to create access to equal opportunities for our employees, become more inclusive and create a culture where all our people thrive. We embrace differences in backgrounds. We encourage authenticity, curiosity and accountability. We enable the conditions for learning, challenge, progress and growth.

Our global diversity, equity and inclusion strategy is centered around three long-term ambitions. We continue to pursue and operationalize initiatives consistent with these ambitions that align with our business strategy.

Aspire to develop a
workforce that reflects the
markets we serve

Enable an inclusive
culture where all
employees thrive

Advance equity and access within our business, communities and the marketplace


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	HUMAN RIGHTS

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

	Culture and Engagement

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

	Business Integrity

		Our Code of Business Conduct for employees and Code of Business Conduct for suppliers are both grounded in our commitment to do the right thing. They serve as the foundation of our approach to ethics and compliance, and our anti-corruption compliance program is focused on conducting business in a fair, ethical and legal manner.



		Our people and culture agendas are key priorities of the Board of Directors (the “Board”). Through the Talent and Compensation Committee, the Board provides oversight of the Company’s policies and strategies relating to talent, leadership and culture, including diversity, equity and inclusion. See page 35 for information regarding the Board’s oversight of human capital.


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Sustainability

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

We report progress in the following sustainability areas: water stewardship; portfolio; circular economy of packaging; climate; sustainable agriculture; and people and communities, which includes human and workplace rights and diversity, equity and inclusion. Through internal and external stakeholder engagement, we have identified the highest-priority issues for the Company, allowing us to grow our business while mitigating risk. Working collaboratively with our bottling partners and stakeholders at every stage of our value chain, we look to integrate sustainability considerations into our daily actions.


water	PORTFOLIO	packaging
Water is a priority for the Company because it is essential for individuals, our beverages, our agricultural value chain and the communities we serve. Our ability to grow our business, as well as communities’ capacity to thrive, depends on access to clean water. That’s why our 2030 water strategy focuses on increasing water security. We know local water resources are impacted by changing weather patterns. Our strategy seeks to build greater resilience in the watersheds where scarcity impacts our business, supply chain and communities.	We are a total beverage company, which includes offering more choices with less sugar, giving consumers portion-control package sizes and providing clear nutrition information. We are listening to consumers, and we understand that people around the world have an increased interest in managing the foods and beverages they consume. Within our portfolio of brands, we are taking action by offering consumers more choices with less added sugar, reducing package sizes to enable portion control and promoting our low- and no-calorie beverages, all while responsibly marketing our products and providing clear nutrition information so our consumers can make informed choices.	Our vision is to make packaging part of a circular economy, thereby keeping it out of landfills and the environment. Our World Without Waste program focuses on creating a circular economy for our packaging materials, which means designing out waste and ensuring that our packages are reused and recycled. We’re doing this by using more recycled content, developing plant-based materials, lightweighting our packages and expanding our refillable business model, which supports our increased empty bottle collection goal.

climate	Agriculture	People & Communities
We look for ways to reduce carbon emissions across the Coca-Cola value chain. We do this by analyzing and prioritizing the sources of greenhouse gas emissions across our value chain and by partnering with stakeholders to drive down emissions. We are making progress toward our science-based reduction target of 25% by 2030 against a 2015 baseline, and our ambition is to achieve net zero emissions by 2050.	Our goal is to source our priority ingredients sustainably. Our products and some of our packaging are made from a wide variety of agricultural ingredients which we source from around the world. By working with our suppliers to reduce water use and conserve nature, we are increasing the resilience of our supply chain and supporting producers and farm workers.	We invest to improve people’s lives and create a better shared future for local communities. We are focused on providing access to equal opportunity and fostering belonging both in our workplaces and the local communities we proudly serve.

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


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


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THE COCA-COLA COMPANY

VOTING ROADMAP

ITEM 1				Our Board recommends a vote FOR each Director nominee The Board and the Corporate Governance and Sustainability Committee believe that the 14 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners. à See page 11 for further information
Election of Directors
ITEM 2				Our Board recommends a vote FOR this item The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 55 and the Compensation Tables beginning on page 72. à See page 52 for further information
Advisory Vote to Approve Executive Compensation
ITEM 3				Our Board recommends a vote FOR this item Shareowners are being asked to approve The Coca-Cola Company 2024 Equity Plan to allow the Company to continue making equity awards to our leaders and certain high performing employees. Equity compensation is a critical component of our rewards philosophy as it directly aligns the interests of those most responsible for driving the long-term profitable growth of the Company with those of our shareowners. à See page 90 for further information
Approval of The Coca-Cola Company 2024 Equity Plan
ITEM 4				Our Board recommends a vote FOR this item Shareowners are being asked to approve The Coca-Cola Company Global Employee Stock Purchase Plan (the “GESPP”). The GESPP is an important employee benefit that enables employees to become long-term shareowners of the Company. à See page 100 for further information
Approval of The Coca-Cola Company Global Employee Stock Purchase Plan
ITEM 5				Our Board recommends a vote FOR this item The Board and the Audit Committee believe that the retention of Ernst & Young LLP to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2024 is in the best interests of the Company and its shareowners. As a matter of good corporate governance, shareowners are being asked to ratify the Audit Committee’s selection of the Independent Auditors. à See page 110 for further information
Ratification of the Appointment of Ernst & Young LLP as Independent Auditors

SHAREOWNER PROPOSALS: ITEMS 6-8				Our Board recommends a vote AGAINST each of the shareowner proposals Three proposals were submitted by shareowners, which will each be voted on if the shareowner proponent, or a representative who is qualified under state law, is present and submits the proposal for a vote. à See page 113 for further information


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5	THE COCA-COLA COMPANY GOVERNANCE

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

Letter from the Corporate Governance and Sustainability Committee

One of the responsibilities of the Corporate Governance and Sustainability Committee is oversight of our Company’s year-round shareowner engagement program.

We understand that many of our investors seek a line of sight into decisions made in the boardroom. At the same time, we believe we best accomplish our duties as Directors when we proactively listen to, seek to understand and consider the opinions of our shareowners.

We engage with our shareowners and the broader corporate governance community through a year-round engagement program, which is management-led and overseen by this Committee. Our engagement program is designed to address questions and concerns, provide perspective on Company policies and practices, seek shareowner input, and incorporate that input as appropriate.

Board Refreshment

Shareowners consistently highlight board refreshment as an important area of focus. This Committee is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. Our Board is composed of a highly capable group of Directors that are well-equipped to oversee the success of the business and effectively represent the interests of our shareowners, and we are committed to ensuring it remains this way. We are pleased that in the past five years, four new Directors have joined the Board and six have rotated off the Board.

The Directors standing for election at the upcoming 2024 Annual Meeting have deep and varied experiences related to matters that are key to our business success. These include experience in finance, risk oversight, executive leadership, government, our industry, marketing, innovation, digital and technology, emerging markets, strategy development and sustainability. Their profiles begin on page 19 of this Proxy Statement.

Board Leadership Structure

We recognize that Board leadership structure is an important priority for many of our shareowners. We believe that strong, independent

Board leadership goes hand-in-hand with building long-term shareowner value. Each year, this Committee discusses our Board leadership structure, including whether the position of Chair should be held by the Chief Executive Officer or by a separate individual.

Today, we believe the Company’s Board leadership structure with a combined Chair and Chief Executive Officer, balanced by a strong Lead Independent Director, and Committees comprised entirely of independent directors (other than our Executive Committee) deliver the best results for our business. We discuss this more fully on page 36 of this Proxy Statement.

Sustainability

Investors and stakeholders are increasingly focused on sustainability matters. We acknowledge that the Company has a role to play in developing and implementing solutions that help build resilience across its business. This Committee oversees the Company’s sustainability strategies and initiatives and supports the Company’s ambitious sustainability goals, which aim to drive business growth and create a better shared future. The Board also works closely with the Audit Committee and the Talent and Compensation Committee on certain related sustainability matters that befit the role of those committees.

Through investor engagement and engagement with the broader stakeholder community, the Company has identified the highest-priority sustainability issues for the Company. Working collaboratively with its bottling partners and stakeholders at every stage of the value chain, the Company aims to integrate sustainability considerations into its daily actions.

Communicating with the Board

We value your input and encourage you to share your thoughts or concerns with us. See page 44 of this Proxy Statement for information on how shareowners can communicate with Directors.

MARIA ELENA LAGOMASINO

HERB ALLEN

ANA BOTÍN

BARRY DILLER

ALEXIS M. HERMAN

DAVID B. WEINBERG

Chair


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ITEM 1

election of directors

The Board of Directors recommends a vote FOR each nominee

All nominees are independent under the New York Stock Exchange (the “NYSE”) corporate governance rules, except for James Quincey, our Chairman and Chief Executive Officer (see Director Independence and Related Person Transactions beginning on page 48). Each of the Director nominees was elected by shareowners at the 2023 Annual Meeting of Shareowners, other than Mr. Gayner, who was elected to the Board after the meeting. Mr. Gayner was identified as a potential Director by the Corporate Governance and Sustainability Committee, which determined that he was qualified under the Committee’s criteria. Mr. Gayner joined the Board in July 2023.

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

WHAT AM I VOTING ON?

The Board of Directors, upon the recommendation of the Corporate Governance and Sustainability Committee, has nominated the following 14 individuals for election to the Board for a one-year term. If elected, each Director nominee will hold office until the 2025 Annual Meeting of Shareowners and until his or her successor is elected and qualified.

•

Herb Allen

•

Marc Bolland

•

Ana Botín

•

Christopher C. Davis

•

Barry Diller

•

Carolyn Everson

•

Helene D. Gayle

•

Thomas S. Gayner

•

Alexis M. Herman

•

Maria Elena Lagomasino

•

Amity Millhiser

•

James Quincey

•

Caroline J. Tsay

•

David B. Weinberg


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Our 2024 Director Nominees

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

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

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

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


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Snapshot of 2024 Director Nominees

Building the Right Board for The Coca-Cola Company

NOMINEE SKILLS			The right skills to guide our business strategy and constructively challenge management
NOMINEE SKILLS

	14	High Level of Strategic and Financial Experience		9	Marketing Experience	7	Innovation/Digital and Technology Experience

	12	Broad International Exposure/Emerging Market Experience		8	Sustainability Experience	8	Governmental or Geopolitical Expertise

	14	Risk Oversight/ Management Expertise		5	Extensive Knowledge of the Company’s Business and/or Industry	14	Relevant Senior Leadership/Chief Executive Officer Experience

NOMINEE DEMOGRAPHICS

The Board strives to maintain an appropriate balance of age, tenure and diversity

Age

Tenure

Diversity

Governance Highlights

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

BOARD PRACTICES	SHAREOWNER MATTERS

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


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Board Membership Criteria

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

QUALIFICATIONS REQUIRED OF ALL DIRECTORS

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

KEY QUALIFICATIONS AND EXPERIENCES TO BE REPRESENTED ON THE BOARD

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


Core Business Needs and Priorities		Key Qualifications and Experiences
The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies.	à		High Level of Strategic and Financial Experience	Relevant Senior Leadership/Chief Executive Officer Experience

The Company seeks to develop and deploy the world’s most effective marketing to support our brands.	à		Marketing Experience

Innovation, technology and digitalization are critical components to enhancing connections with the Company’s customers and consumers, delivering value by better understanding their needs, tailoring portfolio offerings and improving execution.	à		Innovation/Digital and Technology Experience

The Company’s business is truly global and multicultural, with its products sold in more than 200 countries and territories around the world.	à		Broad International Exposure/ Emerging Market Experience

The Company’s business requires compliance with a variety of regulatory requirements across a number of countries and the ability to maintain relationships with various governmental entities and nongovernmental organizations.	à		Governmental or Geopolitical Expertise

The Company’s business is a complicated global enterprise, and most of the Company’s products are manufactured and sold by bottling partners around the world.	à		Extensive Knowledge of the Company’s Business and/or Industry

The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.	à		Risk Oversight/Management Expertise

As a foundational step in how we conduct business and develop our corporate strategy, our Company focuses on advancing high-priority sustainability initiatives, including key initiatives around such issues as water; portfolio; packaging; climate; agriculture; and people and communities, which includes human and workplace rights and diversity, equity and inclusion.	à		Sustainability Experience


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CONSIDERATION OF DIVERSITY

The Board does not have a specific diversity policy but fully appreciates the value of Board diversity. The Board understands diversity to broadly encompass the range of backgrounds, experiences, skill sets and perspectives that Directors bring to the Board. Diversity is important because having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process and enhances overall culture in the boardroom.

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

Director Nomination Process

Source for Candidate Pool

Directors	Management	Shareowners			Independent search firms	Self-nominated
			â
			â

In-Depth Review by Corporate Governance and Sustainability Committee

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

Recommend Slate of Nominees
	â
	â

Full Board Review
	â
	â

BOARD NOMINATION/SHAREOWNER ELECTION
	â
	â

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

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

BOARD COMPOSITION AND REFRESHMENT

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

The Board believes that refreshment, including periodic committee rotation, is important to help ensure that Board composition is aligned with the needs of the Company and the Board as our business evolves over time, and that fresh viewpoints and


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perspectives are regularly considered. The Board also believes that over time Directors develop an understanding of the Company and an ability to work effectively as a group. Because this provides significant value, a degree of continuity year-over-year is beneficial to shareowners and generally should be expected.

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

SHAREOWNER-RECOMMENDED DIRECTOR CANDIDATES

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

SHAREOWNER-NOMINATED DIRECTOR CANDIDATES

We have a “Proxy Access for Director Nominations” by-law. The proxy access by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials Director nominees constituting no more than two individuals or 20% of the Board (whichever is greater), provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in Article I, Section 12 of our By-Laws. See question 30 on page 126 for more information. Shareowners complying with the advance notice procedure in our By-Laws may also nominate directors before an annual meeting of shareowners without such nominee being included in our proxy materials. See question 29 on page 126 for more information.

MAJORITY VOTING STANDARD AND DIRECTOR RESIGNATION POLICY

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

DIRECTOR TIME COMMITMENTS AND OVERBOARDING

Our Board’s Philosophy

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

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


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Our Process

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

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

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

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

Christopher C. Davis

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

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

Barry Diller

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

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

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


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Thomas S. Gayner

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

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

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


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Biographical Information About Our Director Nominees

Included in each Director nominee’s biography that follows is a description of five key qualifications and experiences of such nominee. Many of our Director nominees have more than five qualifications, and the aggregate number for all Director nominees is reflected on page 13. The Board and the Corporate Governance and Sustainability Committee believe that the combination of the various qualifications and experiences of the Director nominees would contribute to an effective and well-functioning Board and that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

HERB ALLEN		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 56 Director Since: 2021 Committees: Corporate Governance and Sustainability, Finance		High Level of Strategic and Financial Experience Extensive experience supervising business operations, including providing strategic and financial advisory and investment banking services to public and private companies at Allen & Company LLC. Supervises Allen & Company LLC’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations as well as the presentation of its financial statements.

				Relevant Senior Leadership/Chief Executive Officer Experience President of Allen & Company LLC, a privately held investment banking firm, and its affiliate, Allen Investment Management LLC, a privately held investment advisory firm, since 2002.
CAREER HIGHLIGHTS Allen & Company LLC, private investment banking firm focused on media, entertainment, technology and other innovative industries ● President (since 2002) ● Executive Vice President and Managing Director of Allen & Company Incorporated, the predecessor to the investment banking business of Allen & Company LLC (1993 to 2002) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Grupo Televisa, S.A.B. (Alternate) (since 2003) Previous Public Company Boards (Past Five Years): ● Coca-Cola FEMSA, S.A.B. de C.V. (Alternate) (2000 to 2022)
				Innovation/Digital and Technology Experience Extensive entrepreneurial experience overseeing investments by Allen & Company LLC into early-stage companies focusing on technologies, including e-commerce, data analytics, cybersecurity, artificial intelligence, biotechnology and SaaS technologies.
				Broad International Exposure/Emerging Market Experience Considerable international experience as President of Allen & Company LLC working with international clients on mergers and acquisitions, capital markets and other advisory assignments with a focus on European and Latin American clients.
				Risk Oversight/Management Expertise Extensive risk and management experience as President of Allen & Company LLC, including overseeing and assessing the performance of companies and public accountants with respect to matters related to the preparation, audit and evaluation of financial statements.


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Marc bolland		KEY QUALIFICATIONS AND EXPERIENCES
	Independent Age: 64 Director Since: 2015 Committees: Audit		High Level of Strategic and Financial Experience Extensive operational, strategic and financial experience as Chairman of Blackstone Europe, Chief Executive Officer of Marks & Spencer Group p.l.c., Chief Executive Officer of WM Morrison Supermarkets PLC, and Chief Operating Officer of Heineken N.V.

				Broad International Exposure/Emerging Market Experience Served as lead non-executive director of the U.K. Department for International Development from 2018 to 2020, led international expansion of Marks & Spencer Group p.l.c. and held several international management positions while at Heineken N.V.
CAREER HIGHLIGHTS Blackstone Inc., the world’s largest alternative asset manager
				Extensive Knowledge of the Company’s Business and/or Industry Significant operations experience in the global beverage industry, including service as Chief Operating Officer of Heineken N.V. Ten years of experience in the retail industry, including service as Chief Executive Officer of a supermarket chain in the U.K.
● Senior Advisor, Blackstone Group International Partners LLP (Blackstone Europe) (since January 2024) ● Chairman, Blackstone Europe (January 2019 to December 2023) ● Head of European Portfolio Operations (September 2016 to January 2022)

By Order of the Board of Directors
JENNIFER D. MANNING
Corporate Secretary and
Senior Vice President, Associate General Counsel
March 18, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON MAY 1, 2024:

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge at www.edocumentview.com/coca-cola.