Meeting Information

Voting Methods

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

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

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

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

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.

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

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

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

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

March 11, 2022
By Order of the Board of Directors

JENNIFER D. MANNING
Associate General Counsel and Corporate Secretary

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

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

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

TO MY FELLOW SHAREOWNERS:

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

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

Together, we emerged stronger and returned to growth.

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

Our growth story

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

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

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

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

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

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

Building brands and developing markets

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

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

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

17%

16%

12%

$2.25

$2.32

$12.6

$11.3

$7.3

Reported Net Operating Revenues vs. 2020

Organic Revenues vs. 2020 (Non-GAAP)

Reported Operating Income vs. 2020

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

Reported EPS

Comparable EPS (Non-GAAP)

BILLION
Cash Flow from Operations

BILLION
Free Cash Flow (Non-GAAP)

BILLION

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

STRATEGY

EXECUTION

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.

We are building a total beverage company, which includes offering more choices with less sugar, reducing packaging sizes and providing clear nutrition information. We are listening to consumers, and we understand that people around the world have an increased interest in managing the food and beverages they consume. Within our portfolio of brands, we are taking action to reduce added sugar by offering consumers more choices with less sugar, reducing packaging sizes to enable portion control, and promoting our low- and no-calorie beverages, all while providing clear nutrition information so our consumers can make informed choices.

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

We look for ways to reduce carbon emissions across the Coca-Cola value chain. We are reducing carbon emissions across our system by interconnecting our ESG goals across the Coca-Cola system and value chain. After achieving our 2020 “drink in your hand” goal to reduce relative carbon emissions by 25% against a 2010 baseline, we have taken it a step further and set a science-based target to reduce greenhouse gas emissions by 25% across the entire value chain by 2030 as compared to a 2015 baseline. We support a vision to be net zero carbon by 2050, and our science-based target is a critical milestone that supports this longer-term ambition.

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

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.

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

ITEM
1

Election of Directors

The Board of Directors and the Committee on Directors and Corporate Governance believe that the 11 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners.

Our Board recommends a vote FOR each Director nominee

See page 12 for further information

ITEM
2

Advisory Vote to Approve Executive Compensation

The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 50 and the Compensation Tables beginning on page 67.

Our Board recommends a vote FOR this item

See page 46 for further information

ITEM
3

Ratification of the Appointment of Ernst & Young LLP as Independent Auditors

The Board of Directors and the Audit Committee believe that the retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending December 31, 2022 is in the best interest of the Company and its shareowners. As a matter of good corporate governance, shareowners are being asked to ratify the Audit Committee’s selection of the Independent Auditors.

Our Board recommends a vote FOR this item

See page 87 for further information

ITEMS
4-6

Shareowner Proposals

Three proposals were submitted by shareowners.

If a shareowner proponent, or a representative who is qualified under state law, is present and submits a proposal for a vote, then the proposal will be voted on at the 2022 Annual Meeting.

Our Board recommends a vote AGAINST each of the shareowner proposals

See page 90 for further information

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

Letter from Our Lead Independent Director

MY FELLOW SHAREOWNERS:

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

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

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

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

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

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

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

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

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

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.

INDEPENDENT

Age: 54
Director since: 2021

Committees:

PUBLIC BOARD MEMBERSHIPS

Marc Bolland

INDEPENDENT

Age: 62
Director since: 2015

Committees:

PUBLIC BOARD MEMBERSHIPS

Broad International Exposure/Emerging Market Experience Served as lead non-executive director of the U.K. Department for International Development from 2018-2020; led international expansion of Marks & Spencer Group p.l.c.; and held several international management positions while at Heineken N.V.

Extensive Knowledge of the Company’s Business and/or Industry Nineteen years in the global beverage industry, with significant operations experience, including service as Chief Operating Officer of Heineken N.V. Ten years of experience in the retail industry, including service as Chief Executive Officer of a supermarket chain in the U.K.

Risk Oversight/Management Expertise Extensive experience overseeing risk as Chief Executive Officer of Marks & Spencer Group p.l.c. and WM Morrison Supermarkets PLC, as Chief Operating Officer of Heineken N.V. and as a Director of International Consolidated Airlines Group, S.A., which offers international and domestic air passenger and cargo transportation services. Additional risk management experience as head of The Blackstone Group Inc.’s European Portfolio Operations, as Chairman of The Blackstone Group International Partners LLP, a subsidiary, which acts as a sub-advisor to Blackstone U.S. affiliates in relation to the investment and re-investment of Europe, Middle East and Africa-based assets of Blackstone funds.

ESG Experience Chair of Polymateria, a privately owned British company specializing in breakthrough plastic biotransformation technology, since September 2019. Won “World Sustainable Retailer of the Year” three times while CEO of Marks & Spencer Group p.l.c. Founder of the Movement to Work charity, which has provided over 100,000 underprivileged young people with work experience.

Ana Botín

INDEPENDENT

Age: 61
Director since: 2013

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 40 years of experience in investment and commercial banking.

Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since September 2014 and Chief Executive Officer of Santander UK plc from 2010 to September 2014.

Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry. Co-founder and Chair of Fundación Empresa y Crecimiento, which finances small and medium-sized companies in Latin America. Founder and President of Fundación Empieza Por Educar, the Spanish member of the global Teach for All network.

Governmental or Geopolitical Expertise Extensive experience with the regulatory framework applicable to banking institutions throughout the globe. President of the European Banking Federation since 2021.

Risk Oversight/Management Expertise Extensive experience from her work with Banco Santander, S.A., Santander UK plc and Banco Español de Crédito, S.A. in the oversight and management of risks associated with retail and commercial banking activities. Experience with the regulated insurance industry as director of Assicurazioni Generali S.p.A., a global insurance company based in Italy, from 2004 to 2011.
 
 
 

Christopher C. Davis

INDEPENDENT

Age: 56
Director since: 2018

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience More than 30 years of experience in investment management and securities research at Davis Advisors. Also serves as a portfolio manager for the Davis Large Cap Value Portfolios and a member of the research team for other portfolios.

Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman of Davis Selected Advisers–NY, Inc., and as a Director and officer of several mutual funds advised by Davis Advisors, as well as other entities controlled by Davis Advisors.

Marketing Experience Under the leadership of Mr. Davis, Davis Advisors is widely recognized as a premier investment manager serving individual investors worldwide, identifying investment opportunities both within and outside the United States in developed and developing markets and providing investors access to these investment opportunities.

Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Davis, Davis Advisors seeks investment growth opportunities and diversification potential that international companies in both developed and developing markets provide.

Risk Oversight/Management Expertise Extensive experience evaluating strategic investments and transactions and managing risk against the volatility of equity markets during his more than 30-year career at Davis Advisors. Serves on the Audit Committee and as lead independent director of Graham Holdings Company and serves on the Audit Committee of Berkshire Hathaway Inc.

Barry Diller

INDEPENDENT

Age: 80
Director since: 2002

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company.

Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman and Senior Executive of IAC/InterActiveCorp. Served as Chief Executive Officer of Fox, Inc. from 1984 to 1992, responsible for the creation of Fox Broadcasting Company, and Fox’s motion picture operations. Prior to Fox, served for ten years as Chief Executive Officer of Paramount Pictures Corporation.

Marketing Experience Serves as Chairman and Senior Executive at IAC/InterActiveCorp, comprised of category-leading businesses including Angi Inc., Dotdash Meredith and Care.com, and at Expedia Group, Inc., which markets a variety of leisure and business travel products.

Innovation/Technology Experience Extensive experience in the media and Internet sectors, including experience at IAC/InterActiveCorp, with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands.

Broad International Exposure/Emerging Market Experience Service at IAC/InterActiveCorp, a leading media and Internet company that is home to dozens of popular digital brands and services used by millions of consumers each day, and at online travel company Expedia Group, Inc.

Helene D. Gayle

INDEPENDENT

Age: 66
Director since: 2013

Committees:

PUBLIC BOARD MEMBERSHIPS

Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of The Chicago Community Trust, former Chief Executive Officer of McKinsey Social Initiative and former President and Chief Executive Officer of CARE USA.

Broad International Exposure/Emerging Market Experience Implemented the McKinsey Social Initiative’s Generation program. Experience managing international operations at CARE USA. Helped develop global health initiatives in leadership roles at the CDC and the Bill & Melinda Gates Foundation. Serves on the Board of Trustees of the Center for Strategic and International Studies and the Brookings Institution. Member of the National Academy of Medicine and of the Council on Foreign Relations.

Governmental or Geopolitical Expertise Extensive leadership experience in the global public health and development fields. Served as Chair of the Obama administration’s Presidential Advisory Council on HIV/AIDS. Member of the U.S. Department of State’s Advisory Committee on International Economic Policy and the Secretary of State’s Advisory Committee on Public-Private Partnerships. Served on the President’s Commission on White House Fellowships. Achieved the rank of Assistant Surgeon General and Rear Admiral in the U.S. Public Health Service. Serves as a Director of New America Foundation and ONE.

Risk Oversight/Management Expertise Extensive risk oversight and management experience with the delivery of emergency relief and long-term international development projects in the global public health field. Director of the Federal Reserve Bank of Chicago, which participates in the formulation of monetary policy, one of 12 regional reserve banks across the United States that, together with the Board of Governors in Washington, D.C., serves as the central bank for the United States.

ESG Experience As CEO of The Chicago Community Trust, leads the Trust’s efforts to close the racial and ethnic wealth gap in the Chicago region. Significant experience in public health initiatives and humanitarian efforts from over 20 years of leadership positions at various nonprofit organizations.

Alexis M. Herman

INDEPENDENT

Age: 74
Director since: 2007

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Significant financial experience as Chief Executive Officer of New Ventures LLC and as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”), an intergovernmental economic organization. Additional financial experience through former service on the Audit Committee of MGM Resorts International, a global hospitality company.

Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of New Ventures LLC. Former U.S. Secretary of Labor from 1997 to 2001.

Governmental or Geopolitical Expertise Former U.S. Secretary of Labor. Former White House Assistant to President Clinton and Director of the White House Office of Public Liaison. Served as Director of the Labor Department’s Women’s Bureau under President Jimmy Carter. Former Chief of Staff and former Vice Chair of the Democratic National Committee. Served as a Trustee of the Clinton Bush Haiti Fund and as Chair of the Working Party for the Role of Women in the Economy for the OECD. Serves on the Corporate Social Responsibility Committee for MGM Resorts International.

Risk Oversight/Management Expertise Significant expertise in management and oversight of labor and human relations risks, including handling the United Parcel Service workers’ strike in 1997 while U.S. Secretary of Labor. Chair of the Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit. Serves as Lead Director and is a member of the Finance Committee of Cummins Inc. and served as Chair of the Business Advisory Board at Sodexo, Inc.

ESG Experience Serves as Chair of Toyota’s Diversity Advisory Board. Served as Chair of the Working Party for the Role of Women in the Economy for the OECD. Former U.S. Secretary of Labor.

Maria Elena Lagomasino

INDEPENDENT

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

Committees:

PUBLIC BOARD MEMBERSHIPS

High Level of Financial Experience Over 38 years of experience in the financial industry and a recognized leader in the wealth management industry. Chief Executive Officer and Managing Partner of WE Family Offices. Former Chief Executive Officer of GenSpring Family Offices, LLC. Founding member of the Institute for the Fiduciary Standard, a nonprofit formed in 2011 to provide research, education and advocacy of the fiduciary standard’s importance to investors receiving investment and financial advice.

Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of WE Family Offices and served as Chief Executive Officer of GenSpring Family Offices, LLC and JPMorgan Private Bank.

Broad International Exposure/Emerging Market Experience Significant international experience in GenSpring Family Offices, LLC and JPMorgan Private Bank. During her tenure with The Chase Manhattan Bank, served as Managing Director of the Global Private Banking Group, Vice President of private banking in the Latin America region and head of private banking for the western hemisphere. Over 40 years of experience working with Latin America. Exposure to international issues as a former Board member of the Americas Society and the Cuba Study Group, as a former Trustee of the National Geographic Society and as a member of the Council on Foreign Relations.

Governmental or Geopolitical Expertise Experience with regulatory framework applicable to banking institutions in Latin America during her tenure with The Chase Manhattan Bank, and as Chief Executive Officer of JPMorgan Private Bank. Exposure to international geopolitical issues in the Americas Society, Cuba Study Group and the Council on Foreign Relations.

Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies in WE Family Offices, GenSpring Family Offices, LLC and JPMorgan Private Bank.

CHAIRMAN

 

Age: 57
Director since: 2017
Chairman since: 2019

Committees:

PUBLIC BOARD MEMBERSHIPS

INDEPENDENT

Age: 40
Director since: 2018

Committees:

PUBLIC BOARD MEMBERSHIPS

INDEPENDENT

Age: 70
Director since: 2015

Committees:

PUBLIC BOARD MEMBERSHIPS

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

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

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

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

CURRENT LEADERSHIP STRUCTURE

MEETINGS HELD
IN 2021:
9

INDEPENDENCE⁽²⁾
4 out of 4

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

MEETINGS HELD
IN 2021:
7

INDEPENDENCE⁽²⁾
3 out of 3

MEETINGS HELD
IN 2021:
5

INDEPENDENCE⁽²⁾
5 out of 5

MEETINGS HELD
IN 2021:
5

INDEPENDENCE
5 out of 5

MEETINGS HELD
IN 2021:
4

INDEPENDENCE
4 out of 4

MEETINGS HELD
IN 2021:
0

INDEPENDENCE
2 out of 3

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.