DEF 14A of Coca Cola Co, Mar 18, 2024

DEF 14A of Coca Cola Co

Filed Mar 18, 2024 · FY20230001558370-24-003468

Open on EDGAR

  1. Our 2024 Director Nominees

    Our 2024 Director Nominees

  2. Our 2024 Director Nominees

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

  3. Our 2024 Director Nominees

    | (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. |

  4. Our 2024 Director Nominees

    | (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. |

  5. Our 2024 Director Nominees

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

  6. Our 2024 Director Nominees

    | The Coca-Cola Company | ● 12 ● | 2024 Proxy Statement |

  7. Snapshot of 2024 Director Nominees

    Snapshot of 2024 Director Nominees

  8. Biographical Information About Our Director Nominees

    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.

  9. Biographical Information About Our Director Nominees

    | 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. |

  10. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 19 ● | 2024 Proxy Statement |

  11. Biographical Information About Our Director Nominees

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

  12. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 20 ● | 2024 Proxy Statement |

  13. Biographical Information About Our Director Nominees

    | ANA BOTÍN | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Independent Age: 63 Director Since: 2013 Committees: Corporate Governance and Sustainability, Finance | | High Level of Strategic and Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 40 years of experience in investment and commercial banking. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since 2014 and Chief Executive Officer of Santander UK plc from 2010 to 2014. | | CAREER HIGHLIGHTS Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain ● Executive Chair (since September 2014) ● Chief Executive Officer of subsidiary Santander UK plc, a large retail and commercial bank based in the U.K. (December 2010 to September 2014) ● Executive Chair of subsidiary Banco Español de Crédito, S.A. (2002 to 2010) ● Joined Banco Santander, S.A. where she directed its Latin American expansion during the 1990s and was responsible for the Latin American Corporate Banking, Asset Management and Treasury division (1988) JP Morgan, a financial services firm with operations worldwide ● Started her career in the banking industry at JP Morgan in New York (1981 to 1988) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Banco Santander, S.A. (since 1989) ● Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A. (since 2019) Previous Public Company Boards (Past Five Years): ● Santander UK plc (2010 to 2021) ● Santander UK Group Holdings plc (2014 to 2021) | | | Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry, since 2015 and Chair since January 2023. Co-founder and Chair of Fundación Empresa y Crecimiento, which finances small and medium-sized companies in Latin America. Founder and President of Fundación Empieza Por Educar, the Spanish member of the global Teach for All network. | | | | | Governmental or Geopolitical Expertise Extensive experience with the regulatory framework applicable to banking institutions throughout the globe. President of the European Banking Federation from 2021 to February 2023. From 2020 to 2022, Vice Chair of the Executive Committee of the World Business Council of Sustainable Development, a CEO-led community of over 200 of the world’s leading sustainable businesses that works closely with a number of non-governmental organizations. | | | | | Risk Oversight/Management Expertise Extensive experience from her work with Banco Santander, S.A., Santander UK plc and Banco Español de Crédito, S.A. in the oversight and management of risk associated with retail and commercial banking activities. Since May 2023, Chair of Open Bank, S.A., one of Europe’s largest digital banks, and Open Digital Services, S.L., offering cloud-based software solutions for the financial industry. Experience with the regulated insurance industry as director of Assicurazioni Generali S.p.A., a global insurance company based in Italy, from 2004 to 2011. |

  14. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 21 ● | 2024 Proxy Statement |

  15. Biographical Information About Our Director Nominees

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

  16. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 22 ● | 2024 Proxy Statement |

  17. Biographical Information About Our Director Nominees

    | BARRY DILLER | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Independent Age: 82 Director Since: 2002 Committees: Corporate Governance and Sustainability, Finance, Executive | | High Level of Strategic and Financial Experience Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman and Senior Executive of IAC Inc. Chief Executive Officer of Fox, Inc. from 1984 to 1992, responsible for the creation of Fox Broadcasting Company, and Fox’s motion picture operations. Prior to Fox, served for 10 years as Chief Executive Officer of Paramount Pictures Corporation. | | CAREER HIGHLIGHTS IAC Inc., a leading media and Internet company ● Chairman and Senior Executive (since December 2010) | | | | | | | | Marketing Experience Serves as Chairman and Senior Executive at IAC Inc., comprised of category-leading businesses including Angi Inc., Dotdash Meredith and Care.com, and at Expedia Group, Inc., which markets a variety of leisure and business travel products. | | ● Chairman and Chief Executive Officer of the company and its predecessor companies (August 1995 to November 2010) Expedia Group, Inc., an online travel company ● Chairman and Senior Executive (since August 2005) TripAdvisor, Inc., an online travel company | | | | | | | | Innovation/Digital and Technology Experience Extensive experience in the media and Internet sectors, including experience at IAC Inc., with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands. | | ● Special Advisor (2013 to 2017) ● Board member (2011 to 2013) ● Chairman and Senior Executive when the company was spun off from Expedia, Inc. (2011 to 2012) | | | | | | | | Broad International Exposure/Emerging Market Experience Service at IAC Inc., a leading media and Internet company that is home to dozens of popular digital brands and services used by millions of consumers each day, and at online travel company Expedia Group, Inc., and a member of The Business Council. | | Live Nation Entertainment, Inc., a leading live entertainment company ● Board member (2010 to 2011) ● Non-executive Chairman (January 2010 to October 2010) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● MGM Resorts International (since 2020) ● Expedia Group, Inc. (since 2005) ● IAC Inc. (since 1995) Previous Public Company Boards (Past Five Years): ● None | | | |

  18. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 23 ● | 2024 Proxy Statement |

  19. Biographical Information About Our Director Nominees

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

  20. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 24 ● | 2024 Proxy Statement |

  21. Biographical Information About Our Director Nominees

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

  22. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 25 ● | 2024 Proxy Statement |

  23. Biographical Information About Our Director Nominees

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

  24. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 26 ● | 2024 Proxy Statement |

  25. Biographical Information About Our Director Nominees

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

  26. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 27 ● | 2024 Proxy Statement |

  27. Biographical Information About Our Director Nominees

    | MARIA ELENA LAGOMASINO | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Independent Age: 74 Director Since: 2008 Committees: Talent and Compensation, Corporate Governance and Sustainability, Executive Lead Independent Director Since: 2019 | | High Level of Strategic and Financial Experience Over 40 years of experience in the financial industry and a recognized leader in the wealth management industry. Chief Executive Officer and Managing Partner of WE Family Offices. Former Chief Executive Officer of GenSpring Family Offices, LLC. Founding member of the Institute for the Fiduciary Standard, a nonprofit formed in 2011 to provide research, education and advocacy of the fiduciary standard’s importance to investors receiving investment and financial advice. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of WE Family Offices and served as Chief Executive Officer of GenSpring Family Offices, LLC and J.P. Morgan Private Bank. | | CAREER HIGHLIGHTS WE Family Offices, a global family office serving high net worth families ● Chief Executive Officer and Managing Partner (since March 2013) GenSpring Family Offices, LLC, a wealth management firm and an affiliate of SunTrust Banks, Inc. ● Chief Executive Officer (2005 to 2012) J.P. Morgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm | | | | | | | | Broad International Exposure/Emerging Market Experience Significant international experience in GenSpring Family Offices, LLC and J.P. Morgan Private Bank. During her tenure with The Chase Manhattan Bank, served as Managing Director of the Global Private Banking Group, Vice President of private banking in the Latin America region and head of private banking for the western hemisphere. Over 40 years of experience working with Latin America. Exposure to international issues as a former Board member of the Americas Society and the Cuba Study Group, as a former Trustee of the National Geographic Society and as a member of the Council on Foreign Relations. | | | | | Governmental or Geopolitical Expertise Experience with regulatory framework applicable to banking institutions in Latin America during her tenure with The Chase Manhattan Bank, and as Chief Executive Officer of J.P. Morgan Private Bank. Exposure to international geopolitical issues in the Americas Society, Cuba Study Group and the Council on Foreign Relations. | | ● Chairman and Chief Executive Officer (2001 to 2005) ● Various positions in private banking with The Chase Manhattan Bank, including as Managing Director in charge of its Global Private Banking Group (1983 to 2001) The Coca-Cola Company ● Prior service as Director (2003 to 2006) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● The Walt Disney Company (since 2015) Previous Public Company Boards (Past Five Years): ● None | | | | | | | | Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies in WE Family Offices, GenSpring Family Offices, LLC and J.P. Morgan Private Bank. |

  28. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 28 ● | 2024 Proxy Statement |

  29. Biographical Information About Our Director Nominees

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

  30. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 29 ● | 2024 Proxy Statement |

  31. Biographical Information About Our Director Nominees

    | JAMES QUINCEY | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Chairman Age: 59 Director Since: 2017 Chairman Since: 2019 Committees: Executive | | High Level of Strategic and Financial Experience Extensive strategic and financial experience acquired through various leadership positions in the Company, managing complex financial transactions, mergers and acquisitions, business strategy and international operations. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of the Company since May 2017 and Chairman of the Board since April 2019. Previously served as President, Chief Operating Officer, and President of the Europe Group. | | CAREER HIGHLIGHTS The Coca-Cola Company | | | | | | | | Innovation/Digital and Technology Experience As CEO, has overseen the deployment of generative artificial intelligence technologies to supplement how the Company’s products are developed and brought to market and to help drive the Company’s marketing and digital transformation. As President of the Europe Group, implemented innovative strategies to improve the Company’s execution and brand portfolio. As President of the Northwest Europe and Nordics business unit, oversaw the Company’s acquisition of innocent juice. During his tenure in Latin America, was instrumental in developing and executing a successful brand, pack, price and channel strategy, which has now been replicated in various forms throughout the Company’s global system, and in creating the Company’s current juice platform in Mexico under the Del Valle trademark through joint ventures with the Company’s bottling partners. | | ● Chief Executive Officer (since May 2017) ● President (August 2015 to December 2018) ● Chief Operating Officer (August 2015 to April 2017) ● President of the Europe Group (January 2013 to August 2015) ● President of the Northwest Europe and Nordics business unit (October 2008 to January 2013) | | | | | | | | Broad International Exposure/Emerging Market Experience Over 25 years of Coca-Cola system experience, including extensive experience in international markets, such as Latin America and Europe. Responsibility for all of the Company’s operating units worldwide as President and Chief Operating Officer and, currently, as Chief Executive Officer. Member of the Board of Directors of the Special Olympics, the US-China Business Council, the Consumer Goods Forum and Pfizer Inc. | | ● President of the Mexico Division (December 2005 to October 2008) ● President of the South Latin Division (December 2003 to December 2005) ● Joined the Company as Director, Learning Strategy for the Latin America Group, and went on to serve in a series of operational roles of increasing responsibility in Latin America (1996) | | | | | | | | Extensive Knowledge of the Company’s Business and/or Industry Since joining the Company in 1996, has held a multitude of operational roles within the Coca-Cola system, including as Chairman of the Board, Chief Executive Officer, President, and Chief Operating Officer. | | PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Pfizer Inc. (since 2020) | | | | | Previous Public Company Boards (Past Five Years): ● None | | | |

  32. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 30 ● | 2024 Proxy Statement |

  33. Biographical Information About Our Director Nominees

    | CAROLINE J. TSAY | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Independent Age: 42 Director Since: 2018 Committees: Audit | | High Level of Strategic and Financial Experience Provided strategic direction and managed profit and loss as Chief Executive Officer of Compute Software, Inc. and, in her position at HPE, responsible for growing enterprise software sales. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of Compute Software, Inc. and served as Vice President and General Manager of Software at HPE. | | CAREER HIGHLIGHTS Technology Company Advisor/Limited Partner of Venture Capital Funds (since December 2022) Compute Software, Inc., an enterprise cloud optimization software company ● Chief Executive Officer and Director (2017 to 2022) Hewlett Packard Enterprise Company (“HPE”), an information technology company ● Vice President and General Manager of Software (2013 to 2016) Yahoo! Inc., a digital media company ● Held several product leadership positions across the consumer search, e-commerce and advertising businesses (2007 to 2013) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Morningstar, Inc. (since 2017) Previous Public Company Boards (Past Five Years): ● Rosetta Stone Inc. (2014 to 2018) | | | | | | | | Marketing Experience At Compute Software, Inc., was responsible for developing an enterprise software platform for customers running on the cloud. At HPE, was responsible for engaging customers and partners through several new digital experiences, digital marketing and specialized sales models to drive growth in new customers and revenue. At Yahoo! Inc., held leadership positions across the consumer search, e-commerce and advertising businesses. | | | | | Innovation/Digital and Technology Experience Advises technology companies. At Compute Software, Inc., was responsible for developing the artificial intelligence and decision sciences-based software platform that dynamically optimizes cloud resource decisions and maximizes business value for companies running on the cloud. At HPE, created a new business and platform for offering customers enterprise software, including DevOps, Cybersecurity, Big Data and Application Development software. At Yahoo! Inc., was Senior Director of Product Management for Yahoo! Search and E-Commerce. Prior to Yahoo! Inc., spent three years at International Business Machines Corporation as a senior consultant focused on providing supply chain solutions to clients in the retail, high tech, and travel industries. | | | | | Risk Oversight/Management Expertise Extensive experience overseeing risk associated with the development and growth of enterprise software and consumer Internet businesses at Compute Software, Inc., and in her product leadership roles with HPE and Yahoo! Inc. Risk oversight experience through service on the Audit Committee of Morningstar, Inc. and as Chair of the Business Advisory Committee at Rosetta Stone Inc. Assesses risk as a limited partner of venture capital funds. |

  34. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 31 ● | 2024 Proxy Statement |

  35. Biographical Information About Our Director Nominees

    | DAVID B. WEINBERG | | KEY QUALIFICATIONS AND EXPERIENCES | | | | Independent Age: 72 Director Since: 2015 Committees: Audit, Corporate Governance and Sustainability | | High Level of Strategic and Financial Experience In his position at Judd Enterprises, Inc., oversees substantial assets in a wide variety of asset classes. Significant experience in reviewing financial statements as an investor and as a securities lawyer when structuring transactions. Previously served on the Executive, Audit and Finance Committees and currently serves on the Investment Committee of the Board of Trustees of Northwestern University. | | | | | Relevant Senior Leadership/Chief Executive Officer Experience Since 1996, has served as Chairman and Chief Executive Officer of Judd Enterprises, Inc. and President of Digital Bandwidth LLC. | | CAREER HIGHLIGHTS Judd Enterprises, Inc., a private, investment management office with diverse interests in a variety of asset classes ● Chairman and Chief Executive Officer (since 1996) Digital Bandwidth LLC, a private, early-stage technology investing affiliate of Judd Enterprises, Inc. ● President (since 1996) Mayer, Brown & Platt, a leading international law firm ● Partner in the corporate, securities and investment management practice (1989 to 1996) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None | | | | | | | | Innovation/Digital and Technology Experience Extensive entrepreneurial experience in Digital Bandwidth LLC, overseeing investments in early-stage companies focusing on technologies, including wireless networks, speech recognition, cybersecurity and radio frequency identification tags. | | | | | Broad International Exposure/Emerging Market Experience At Judd Enterprises, Inc., oversees international investments. As a partner of the Mayer, Brown & Platt law firm, structured cross-border investment management transactions. Serves on the Investment Committee of the Board of Trustees of Northwestern University, overseeing substantial exposure to emerging markets. Exposure to international issues as a member of the Council on Foreign Relations and the International Council of the Belfer Center for Science and International Affairs of the Kennedy School of Government at Harvard University. Served for eight years on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level. | | | | | Risk Oversight/Management Expertise Extensive risk oversight and management experience overseeing a private investment management office at Judd Enterprises, Inc. As a partner of the Mayer, Brown & Platt law firm, advised clients on a broad range of regulatory and transactional matters. Additional risk oversight experience through former service on the Executive, Audit and Finance Committees and current service on the Investment Committee of the Board of Trustees of Northwestern University. |

  36. Biographical Information About Our Director Nominees

    | The Coca-Cola Company | ● 32 ● | 2024 Proxy Statement |

  37. Director Compensation

    Director Compensation The Corporate Governance and Sustainability Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to Directors for Board, Lead Independent Director, committee and committee chair service. Director compensation is provided under The Coca-Cola Company Directors’ Plan (the “Directors’ Plan”). Directors who also serve as employees of the Company do not receive payment for service as Directors. In making non-employee Director compensation recommendations, the Corporate Governance and Sustainability Committee takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by comparable companies. The charter of the Corporate Governance and Sustainability Committee also authorizes the Committee to engage consultants or advisors in connection with its review and analysis of Director compensation, if and when it deems appropriate. The Board reviews the recommendations of the Corporate Governance and Sustainability Committee and determines the form and amount of Director compensation. In 2023, the Corporate Governance and Sustainability Committee reviewed the Director compensation program but did not recommend any adjustments to the Board. No changes have been made to Director compensation since 2020.

  38. 2023 ANNUAL DIRECTOR COMPENSATION

    2023 ANNUAL DIRECTOR COMPENSATION

  39. 2023 ANNUAL DIRECTOR COMPENSATION

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

  40. 2023 ANNUAL DIRECTOR COMPENSATION

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

  41. 2023 ANNUAL DIRECTOR COMPENSATION

    | The Coca-Cola Company | ● 45 ● | 2024 Proxy Statement |

  42. 2023 ANNUAL DIRECTOR COMPENSATION

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

  43. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  44. 2023 DIRECTOR COMPENSATION TABLE

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

  45. 2023 DIRECTOR COMPENSATION TABLE

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

  46. 2023 DIRECTOR COMPENSATION TABLE

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

  47. 2023 DIRECTOR COMPENSATION TABLE

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

  48. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the 2023 Summary Compensation Table on page 72, and our Directors and executive officers as a group, all as of March 4, 2024. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

  49. Directors and Executive Officers

    | | Aggregate | Percent of | | | | Number of Shares | Outstanding | | | Name | Beneficially Owned | Shares(1) | Additional Information | | Herb Allen | 19,282,444 | * | Includes 99,054 shares held by Allen & Company LLC, 6,000,000 shares held by Allen & Company Incorporated over which Mr. Allen has sole voting power, 13,000,000 shares held by two family members over which Mr. Allen has sole voting power, 780 shares held by a family trust of which Mr. Allen is one of two trustees and 20,000 shares held by a foundation of which Mr. Allen is one of two directors. Does not include 8,215 share units deferred under the Directors’ Plan, which are settled in cash. | | Marc Bolland | 10,000 | * | Does not include 44,704 share units deferred under the Directors’ Plan, which are settled in cash. | | Ana Botín | 2,500 | * | Shares held by a Spanish limited company of which Ms. Botín and her husband are the indirect beneficial owners. Does not include 67,894 share units deferred under the Directors’ Plan, which are settled in cash. | | Christopher C. Davis | 20,000 | * | Does not include 34,073 share units deferred under the Directors’ Plan, which are settled in cash. | | Barry Diller | 4,000,000 | * | Held by a trust of which Mr. Diller is sole trustee and beneficiary. Does not include 189,222 share units deferred under the Directors’ Plan, which are settled in cash. | | Carolyn Everson | 1,570 | * | Does not include 5,333 share units deferred under the Directors’ Plan, which are settled in cash. | | Helene D. Gayle | 3,000 | * | Does not include 57,381 share units deferred under the Directors’ Plan, which are settled in cash. | | Thomas S. Gayner | 5,200 | * | Does not include 1,964 share units deferred under the Directors' Plan, which are settled in cash. | | Alexis M. Herman | 2,000 | * | Does not include 85,231 share units deferred under the Directors’ Plan, which are settled in cash. | | Maria Elena Lagomasino | 23,631 | * | Does not include 107,116 share units deferred under the Directors’ Plan, which are settled in cash. | | Amity Millhiser | 394 | * | Shares held by a living trust of which Ms. Millhiser is sole trustee. Does not include 1,979 share units deferred under the Directors' Plan, which are settled in cash. | | Caroline J. Tsay | 1,104 | * | Shares held by a living trust of which Ms. Tsay is sole trustee. Does not include 26,100 share units deferred under the Directors’ Plan, which are settled in cash. | | David B. Weinberg | 9,286,568 | * | Includes 1,576,930 shares held by family members over which Mr. Weinberg has sole dispositive power and 152,930 shares held by an estate trust of a deceased family member, of which Mr. Weinberg is one of three trustees and is a contingent remainder beneficiary but over which he also has sole dispositive power. Also includes 56,738 shares held by a marital trust of a deceased family member, of which Mr. Weinberg is one of three trustees and contingent remainder beneficiaries but over which he also has sole dispositive power, and 3,000,000 shares held by three family trusts, of which Mr. Weinberg is a current or contingent remainder beneficiary and one of three trustees but over which he also has sole dispositive power. Also includes 12,000 shares held by a family trust, of which Mr. Weinberg is neither a trustee nor a beneficiary but over which he has sole dispositive power. Also includes 3,540,000 shares held by two family limited partnerships, over which Mr. Weinberg has sole investment control and shares beneficial ownership interest. Also includes 115,852 shares held by two foundations, over which Mr. Weinberg shares investment power with other family members but over which he also has sole dispositive power, and 174,104 shares held by two foundations, over which other family members have investment power but over which Mr. Weinberg also has sole dispositive power. Does not include 59,687 share units deferred under the Directors’ Plan, which are settled in cash. | | James Quincey | 3,642,038 | * | Includes 44,678 shares held by a family member, 200 shares of restricted stock, 7,121 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 3,147,693 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 25,455 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”), which are settled in cash post employment. | | John Murphy | 1,343,156 | * | Includes 182,900 shares held in a grantor retained annuity trust, 2,407 shares held by a family member, 200 shares of restricted stock, 703 shares credited to Mr. Murphy under the 401(k) Plan and 1,027,138 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 3, 2024. Does not include 4,358 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. |

  50. Directors and Executive Officers

    | The Coca-Cola Company | ● 50 ● | 2024 Proxy Statement |

  51. Directors and Executive Officers

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

  52. Directors and Executive Officers

    | * Less than 1% of outstanding shares of Common Stock. |

  53. Directors and Executive Officers

    | (1) Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. |

  54. Compensation Results

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

  55. 2023 COMPENSATION OUTCOMES

    | The Committee is accountable for making decisions about executive compensation that are in the best long-term interests of our shareowners. We strive to achieve this through adherence to the Company’s compensation philosophy and core principles and by carefully considering feedback received from shareowners to continually enhance our compensation programs. In 2023, 93% of our CEO’s total direct compensation and 88% of the other Named Executive Officers’ total direct compensation, on average, was performance-based. These charts show the breakdown of the elements of total direct compensation of our Named Executive Officers in 2023. | |

  56. OUR COMPENSATION PHILOSOPHY AND CORE PRINCIPLES

    | PAY FOR PERFORMANCE | | The vast majority of pay for executive officers is at-risk and performance-based with measures aligned to the Company’s long-term growth plan. Performance is assessed in the following ways: ● The Company’s financial performance, including results against long-term growth targets ● The Company’s sustainability performance, including results against predefined measures ● Return to shareowners over time, both on an absolute basis and relative to our peers | | ALIGNMENT WITH SHAREOWNERS | | Our compensation programs are designed to align executives’ interests with those of our shareowners. A majority of pay for our Named Executive Officers is tied to Company performance. We also maintain stock ownership guidelines for executive officers and remain committed to our Equity Stewardship Guidelines. Our robust governance practices enable us to be good stewards of equity incentives. | | PROVIDE PROGRAMS THAT DRIVE LONG- TERM PROFITABLE GROWTH | | We invest in and reward talent with the greatest potential to drive the long-term profitable growth of our Company, while holding employees accountable to the Company’s strategy and values. | | SIMPLICITY AND TRANSPARENCY | | Our compensation programs include clear performance measures and line of sight for employees. | | RECOGNITION OF INDIVIDUAL PERFORMANCE | | Our compensation programs reward individual performance in a number of areas that contribute to our growth and success. For example, the Company’s executives are responsible for achievement of non-financial goals, which are critical to the long-term success of our business, reflect our external responsibility as global leaders, and add value for our shareowners and other stakeholders. In addition, individual performance against our cultural values and leadership behaviors is also taken into consideration in our compensation programs. Executives are thus motivated to deliver results that align with Company values and shareowner interests. | | CONSIDER THE COCA-COLA SYSTEM | | Our employees are required to operate and have influence in the context of our broad and complex global Coca-Cola system, which includes our approximately 200 bottling partners around the world. While the Company had $45.8 billion in 2023 reported net operating revenues and employed approximately 79,100 people as of December 31, 2023, the Coca-Cola system generates approximately $160 billion in annual revenues, operates in more than 200 countries and territories, and employs more than 700,000 people. Our executives and employees must not only manage our business but also support our bottling partners and other partners across the globe. System-wide alignment and a shared vision of success are critical to drive long-term growth. | | ALIGNMENT OF APPROACH ACROSS THE WORKFORCE | | Our people, at every level, are our most important asset. The Committee takes seriously the Company’s goal to structure pay programs, from the CEO down through the entire workforce, in a manner that reinforces the Company’s growth agenda. The Committee also understands that CEO pay should be perceived as reasonable relative to overall employee pay. The compensation approach used to set CEO and Named Executive Officer pay is the same approach used in determining compensation for the broader workforce, including pay competitiveness and the use of performance-based measures that reward exceptional financial performance. In its discretion in determining CEO and Named Executive Officer pay, the Committee may also consider other factors that it regularly reviews, including shareowner and employee feedback, the shareowner advisory vote on executive compensation and CEO pay ratio, among other things. |

  57. CHECKLIST OF ExeCutive COMPENSATION PRACTICES

    | ELEMENTS OF EXECUTIVE COMPENSATION | | | | We generally provide three elements of total direct compensation: base salary, annual incentive and long-term incentive, which are described below. In addition, we provide limited perquisites (see page 66) and standard retirement and benefit plans (see pages 70 and 128). | | | | Base Salary | Annual Incentive | Long-Term Incentive | | Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. Base salary is reviewed and adjusted when appropriate to maintain market competitiveness. Increases in base salary are not automatic or guaranteed. | Variable cash compensation designed to reward results in the prior year. Annual cash incentives are based on: ● Company and operating unit financial measures (net operating revenue growth and operating income growth) ● Non-financial measures (progress toward diversity, equity and inclusion aspirations) ● Individual performance | Equity awards designed to motivate executives and reward potential to drive long-term growth, as well as to align the interests of employees with those of shareowners. Grants for Named Executive Officers are awarded in the form of stock options and PSUs. Performance measures for the PSUs granted in 2023 were as follows: ● Net operating revenue growth ● EPS growth ● Free cash flow ● Certain environmental sustainability measures ● Relative TSR modifier |

  58. IMPORTANT FACTS ABOUT OUR INCENTIVE TARGETS

    | Rigor of Incentive Targets | Choice of Incentive Measures | | The Committee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short term and long term and establishing realistic but rigorous targets that continue to attract, motivate and retain executives. In 2023, the Committee continued to dedicate time to assess the robustness and rigor of our incentive targets, considering the following: ● Performance levels in line with our long-term growth plan and shareowner expectations ● The likelihood of achieving various levels of performance, including consideration of macroeconomic factors ● Measures, program designs and results at companies in our comparator group | The key financial measures in our incentive plans align with our growth strategy, are widely used to evaluate the success of our business by investors, are prevalent among our compensation comparator group, and are highly correlated with long-term value creation. Our non-financial sustainability measures in our incentive plans align with the Company’s priority issues and reinforce our executives’ accountability for both our short- and long-term sustainability goals. To evaluate performance in a manner consistent with how management evaluates our operating results and trends, the key financial measures in our annual and long-term incentive plans are measured on a non-GAAP basis. We make certain adjustments when calculating these results, such as for the impact of foreign currency exchange rate fluctuations, items impacting comparability, changes in financial accounting reporting regulations, and costs and other financial implications associated with certain corporate transactions. Our incentive targets are currency neutral because the Committee believes these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. This philosophy has been in place for several years, and we review this regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations. |

  59. Annual Incentive Compensation

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

  60. Annual Incentive Compensation

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

  61. Annual Incentive Compensation

    BUSINESS PERFORMANCE FACTOR Actual awards under the Annual Incentive Plan for the Named Executive Officers are primarily driven by the Business Performance Factor, which follows a formulaic calculation utilizing financial performance targets and non-financial goals determined at the outset of the performance period. The Committee selects financial performance measures and targets that it believes are consistent with the Company’s strategic goals and which are designed to be challenging but achievable. For 2023, the Committee selected net operating revenue growth and operating income growth as the financial performance measures for the Business Performance Factor. Historically, our philosophy in determining appropriate annual incentive targets has been to set targets at the midpoint of the Company's publicly stated long-term growth plan of 4% to 6% for organic revenue growth and 6% to 8% for comparable currency neutral operating income growth. This aligns our compensation programs to our investors’ growth and value creation expectations. In February 2023, the Committee set annual incentive targets above the Company’s long-term growth plan in light of the impact of the expected 2023 inflationary environment. Throughout the year, the Committee monitored the impact of inflation and other external influences to help ensure our annual incentive results reflected the results of our business and remained aligned to the value delivered to our shareowners. After review, the Committee determined the annual incentive targets set at the beginning of 2023 were appropriate and no adjustments were necessary. The Committee also determined to include certain non-financial goals in the Business Performance Factor for our executive officers, including the Named Executive Officers, to reinforce their collective accountability with respect to the Company’s diversity, equity and inclusion aspirations. These non-financial goals accounted for 10% of the Business Performance Factor and were based on predefined qualitative and quantitative components (the “Diversity, Equity and Inclusion Components”). These Diversity, Equity and Inclusion Components were designed to foster the design and implementation of sustainable diversity, equity and inclusion strategies, as well as to encourage progress toward the Company’s 2030 aspirations, for example, to be 50% led by women globally. For Messrs. Quincey, Murphy, Arroyo and Braun, the Committee approved a Business Performance Factor design that was weighted 45% for overall Company net operating revenue growth, 45% for overall Company operating income growth (together, “Overall Company Financial Performance”) and 10% for the Diversity, Equity and Inclusion Components. For Ms. Mann, who had

  62. Annual Incentive Compensation

    | The Coca-Cola Company | ● 60 ● | 2024 Proxy Statement |

  63. Annual Incentive Compensation

    responsibility in 2023 for the Company’s North America operating unit (“NAOU”), the Committee approved a Business Performance Factor design that was weighted 60% for Overall Company Financial Performance, 30% for the performance of the NAOU, measured by the net operating revenue growth and operating income growth of the North America reporting segment, each weighted equally, and 10% for the Diversity, Equity and Inclusion Components. Actual net operating revenue and operating income growth results were rounded to the nearest half percent, and the Committee determined whether each of the Diversity, Equity and Inclusion Components was either achieved or not achieved. The payout for each performance measure was then weighted to determine the final Business Performance Factor. For 2023, the Business Performance Factor could range from 0% to 190% of the target incentive. For the financial performance measures, a minimum threshold must have been achieved and the maximum performance level was set to be difficult. Our 2023 payout results reflect our extraordinary business performance for the year. The overall financial targets and non-financial goals and results for the Company for 2023 were as follows:

  64. Annual Incentive Compensation

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

  65. Annual Incentive Compensation

    | * The specific targets for the NAOU are not disclosed because they relate to business operations in a specific geography and disclosure could result in competitive harm. |

  66. Annual Incentive Compensation

    | ** Net operating revenue growth is organic, which is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of fluctuations in foreign currency exchange rates. Operating income growth is comparable currency neutral (adjusted for structural changes), which is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability, the impact of fluctuations in foreign currency exchange rates, and the impact of structural changes, as applicable. Items impacting comparability include asset impairments, transaction gains/losses, restructuring and other items. Structural changes generally refer to acquisitions and divestitures of bottling operations, including the impact of intercompany transactions among our operating segments. Using these adjusted measures of net operating revenue growth and operating income growth is appropriate because they provide a more consistent comparison against the prior year. |

  67. Annual Incentive Compensation

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

  68. Annual Incentive Compensation

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

  69. Annual Incentive Compensation

    | The Coca-Cola Company | ● 61 ● | 2024 Proxy Statement |

  70. Annual Incentive Compensation

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

  71. Annual Incentive Compensation

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

  72. Annual Incentive Compensation

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

  73. Annual Incentive Compensation

    INDIVIDUAL PERFORMANCE AMOUNTS For the Individual Performance Amount, the Committee considers each Named Executive Officer’s individual contributions to overall Company results and operational measures, achievement of key strategic objectives and contributions toward evolving the Company’s organization and culture. An Individual Performance Amount may be awarded based on an assessment of an executive’s individual performance throughout the year as guided by the individual’s scorecard. The scorecard provides a framework to clearly define specific action items in support of the Company’s key objectives: win more consumers; gain market share; strong system economics; strengthen stakeholder impact; and equip the organization to win. The maximum percentage of an individual’s target award that could have been awarded for individual performance in 2023 was 30%. In 2023, the Committee decided not to adjust the payouts based on individual performance for any of the Named Executive Officers.

  74. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company’s long-term incentive compensation programs are designed to reward performance over the longer term and align the interests of employees with those of shareowners. The vast majority of these awards are performance-based. In 2023, all long-term incentive awards were equity-based for our Named Executive Officers. All equity awards are subject to our Equity Stewardship Guidelines. An update regarding our 2023 progress against these Guidelines is included on page 65 under Equity Stewardship Guidelines and Scorecard. LONG-TERM INCENTIVE AWARDS: AMOUNTS AND PERFORMANCE MEASURES The Committee sets award ranges for long-term incentive compensation at the executive officer level. In 2023, the ranges were informed by surveys and the pay practices of our compensation comparator group. The Committee does not target a specific percentile ranking against our compensation comparator group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including individual performance and to reflect support of the larger Coca-Cola system. Once the value of the 2023 long-term incentive award was determined, the Committee granted the long-term incentive award as a combination of PSUs with a three-year performance period and stock options for our executive officers. The Committee determined that PSUs and stock options, rather than RSUs, were the most appropriate equity vehicles for our executive officers, as they put a greater portion of total compensation at risk if the Company does not deliver growth to its shareowners. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for GAAP purposes, the 2023 Summary Compensation Table may not reflect the same PSU and stock option values described below. How PSU Amounts and Targets Were Determined

  75. Long-Term Incentive Compensation

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

  76. Long-Term Incentive Compensation

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

  77. Long-Term Incentive Compensation

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

  78. Long-Term Incentive Compensation

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

  79. Long-Term Incentive Compensation

    | The Coca-Cola Company | ● 62 ● | 2024 Proxy Statement |

  80. Long-Term Incentive Compensation

    | ● | For PSU awards granted in 2023, participants would receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure, prior to application of the relative TSR modifier. |

  81. Long-Term Incentive Compensation

    PSU Relative TSR Modifier

  82. Long-Term Incentive Compensation

    | ● | The number of shares earned from PSU awards will be reduced or increased for Named Executive Officers if TSR over the performance period relative to a predefined TSR comparator group falls outside of a predefined range. Specifically, after the performance results are certified, the award will be modified up or down as shown in the table below, if applicable. |

  83. Long-Term Incentive Compensation

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

  84. Long-Term Incentive Compensation

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

  85. Long-Term Incentive Compensation

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

  86. Long-Term Incentive Compensation

    How Stock Option Award Amounts Were Determined

  87. Long-Term Incentive Compensation

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

  88. Long-Term Incentive Compensation

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

  89. Long-Term Incentive Compensation

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

  90. Long-Term Incentive Compensation

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

  91. Long-Term Incentive Compensation

    | The Coca-Cola Company | ● 63 ● | 2024 Proxy Statement |

  92. Long-Term Incentive Compensation

    STATUS OF PSU PROGRAMS

  93. Long-Term Incentive Compensation

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

  94. Long-Term Incentive Compensation

    | 2022-2024(1)(2)(3)(4)(5) | | | | Status: ● As of December 31, 2023, payout was projected above the target level. Company performance over the remaining year of the performance period will determine the number of shares earned, if any. ● Results will be certified in February 2025, including applying the relative TSR modifier, if applicable. 2022-2024 PSU Program: Performance Category: Compound Annual Growth in Net Operating Revenues (30%):Threshold 3.0%; Target 5.0%; Maximum 7.0%; Performance Category: Compound Annual Growth in Earnings Per Share (30%): Threshold 6.0%; Target 8.0%; Maximum 10.0%; Performance Category: Cumulative Free Cash Flow (30%): Threshold $26.6 Billion; Target $30.6 Billion; Maximum $34.6 Billion; Performance Category: Environmental Sustainability (10%): 5% Water: watershed leadership locations replenishment rate: Threshold 65%; Target 70%; Maximum 76%; 5% Packaging: global rPET usage rate: Threshold: 21%; Target: 25%; Maximum 30% |

  95. Long-Term Incentive Compensation

    | 2023-2025(1)(2)(3)(4)(5) | | | | Status: ● As of December 31, 2023, payout was projected above the target level. Company performance over the remaining two years of the performance period will determine the number of shares earned, if any. ● Results will be certified in February 2026, including applying the relative TSR modifier, if applicable. 2023-2025 PSU Program: Performance Category: Compound Annual Growth in Net Operating Revenues (30%): Threshold 3.0%; Target 5.0%; Maximum 7.0%; Performance Category: Compound Annual Growth in Earnings Per Share (30%): Threshold 6.0%; Target 8.0%; Maximum 10.0%; Performance Category: Cumulative Free Cash Flow (30%): Threshold $26.2 Billion; Target $30.2 Billion; Maximum $34.2 Billion; Performance Category: Environmental Sustainability (10%): 5% Water: watershed leadership locations replenishment rate: Threshold 89.1%; Target 95%; Maximum 105.1%; 5% Packaging: global rPET usage rate: Threshold 22.5%; Target 26.5%; Maximum 31% |

  96. Long-Term Incentive Compensation

    | The Coca-Cola Company | ● 64 ● | 2024 Proxy Statement |

  97. Long-Term Incentive Compensation

    | (1) Participants receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels for the net operating revenue, EPS and free cash flow performance measures. For the environmental sustainability performance measures, if applicable, results are rounded and the number of shares is not extrapolated between performance levels. |

  98. Long-Term Incentive Compensation

    | (2) The PSU program provides for comparable currency neutral net operating revenue growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from net operating revenue growth reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral net operating revenue growth for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted to exclude the impact of accounting changes, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. |

  99. Long-Term Incentive Compensation

    | (3) The PSU program provides for comparable currency neutral EPS growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from EPS reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral EPS growth for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted to exclude the impact of accounting changes, if applicable, tax impacts resulting from the application of the tax court rulings and/or settlements arising from the Statutory Notice of Deficiency from the Internal Revenue Service received on September 17, 2015 (the “2015 Notice of Deficiency”), if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. |

  100. Long-Term Incentive Compensation

    | (4) The PSU program provides for free cash flow to be based on a cumulative three-year absolute target amount tied to Company performance. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and equipment. The net income component of net cash provided by operating activities for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, for the impact of currency. Free cash flow for the 2021-2023 period was adjusted, and the 2022-2024 and 2023-2025 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2022-2024 and 2023-2025 periods will also be adjusted for the impact of accounting changes and certain cash payments for pension plan contributions, if applicable, cash impacts resulting from the application of the tax court rulings and/or settlements arising from the 2015 Notice of Deficiency, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. The free cash flow target for the 2023-2025 period reflects the impact of significantly higher annual transition tax payments required by the 2017 Tax Cuts and Jobs Act as compared to the annual transition tax payments included in the targets for the 2021-2023 and 2022-2024 periods. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 to the Company’s consolidated financial statements in the Form 10-K for more information. |

  101. Long-Term Incentive Compensation

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

  102. OTHER LONG-TERM INCENTIVE AWARDS

    OTHER LONG-TERM INCENTIVE AWARDS The vast majority of equity awards are made as part of the long-term incentive awards in February of each year; however, the Committee may during the course of the year determine to grant additional equity awards, which typically have been limited and in the form of time-based RSUs or performance-based awards. From time to time, we establish additional performance-based programs related to specific performance goals to motivate and reward for specific initiatives. No Named Executive Officer received such an award in 2023.

  103. EQUITY STEWARDSHIP GUIDELINES AND SCORECARD

    | ● | The annual equity awards represent the vast majority of equity awards granted during the year. |

  104. 2023 Equity Scorecard

    | | Description | | 2023 | | | Burn Rate Commitment | Maximum average burn rate of 0.4% for the 2014 Equity Plan. | | 0.40% | | | Actual Burn Rate | The total number of shares underlying equity awards granted in the year, as a percentage of Common Stock outstanding. | | 0.14% | | | Overhang | The total number of shares underlying equity awards already granted plus those available for future grants, as a percentage of Common Stock outstanding. | Prior Plans | 2014 Equity Plan | Total | | | With Equity Stewardship Guidelines(1) | 0.22% | 4.62% | 4.84% | | Actual Dilution | A measure of how much the equity issued to employees reduces the value of existing shares.(2) | | 0.22% | |

  105. Compensation Comparator Group

    Compensation Comparator Group We use a comparator group of companies when making certain compensation decisions. This comparator group is used as a reference point, but compensation paid at other companies is only one factor in the decision-making process. As noted above, our employees operate in the much larger Coca-Cola system, but when comparing size with comparator companies, we utilize only the net operating revenues and market capitalization of the Company. We routinely review the selection criteria and companies in our comparator group. For 2023, based on input from our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Committee approved updates to the comparator group, which resulted in the addition of four companies (Abbott Laboratories, Archer-Daniels-Midland Company, Intel Corporation, and The Kraft Heinz Company), and the removal of four companies (AT&T Inc., General Mills, Inc., International Business Machines Corporation, and Walmart Inc.). The table below shows our criteria on how the compensation comparator group was chosen and how it is used.

  106. Compensation Comparator Group

    | How the Compensation Comparator Group Was Chosen | How We Use the Compensation Comparator Group* | 2023 Compensation Comparator Group | | ● Comparable size to the Company based on net operating revenues and market capitalization ● Major global presence with sales and operations outside of the United States ● Large consumer products business ● Market-leading brands or category positions as defined by Interbrand ● Financially strong companies ● Available compensation data | ● As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges ● To evaluate share utilization by reviewing overhang levels and annual burn rate ● To benchmark the form, mix and design of equity incentives awarded to employees ● To benchmark share ownership guidelines ● To assess the competitiveness of total direct compensation awarded to executive officers ● To assess talent and recruitment practices ● To compare Company performance and validate whether executive compensation programs are aligned with Company performance ● As an input in designing compensation plans, benefits and perquisites | ● Abbott Laboratories ● Archer-Daniels-Midland Company ● Colgate-Palmolive Company ● Danone S.A. ● Intel Corporation ● Johnson & Johnson ● Kimberly-Clark Corporation ● The Kraft Heinz Company ● McDonald’s Corporation ● Mondelēz International, Inc. ● Nestlé S.A. ● NIKE, Inc. ● PepsiCo, Inc. ● Pfizer Inc. ● Philip Morris International Inc. ● The Procter & Gamble Company ● Starbucks Corporation ● Unilever PLC | | * Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some purposes when data is not publicly available for the non U.S.-based companies. | | |

  107. Compensation Comparator Group

    | The Coca-Cola Company | ● 67 ● | 2024 Proxy Statement |

  108. Role of the Compensation Consultant

    Role of the Compensation Consultant COMPENSATION CONSULTANT INDEPENDENCE The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2023, the Committee engaged Meridian to serve as its independent consultant with respect to executive compensation programs. Meridian reports directly to the Committee. In accordance with the Committee’s Independent Compensation Consultant Policy (the “ICC Policy”), prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the Committee assesses the independence of the compensation consultant. Under the ICC Policy, a consultant is considered independent if:

  109. Role of the Compensation Consultant

    | ● | The individual consultant and any consulting firm or organization that employs the consultant is independent of the Company; |

  110. Role of the Compensation Consultant

    | ● | The individual consultant does not provide services or products of any kind to the Company or its affiliates or to their management, other than in its capacity as the Committee’s advisor; and |

  111. Role of the Compensation Consultant

    | ● | The consulting firm may not provide any other services to the Company without the prior written consent of the Committee Chair. |

  112. Role of the Compensation Consultant

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

  113. Role of the Compensation Consultant

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

  114. Risk Considerations

    | ● | The Company’s incentive compensation programs contain appropriate risk mitigation features, including award caps, multiple performance measures, clawback features and ranges of awards. In addition, the share ownership and retention guidelines mitigate risk. |

  115. Risk Considerations

    | ● | In 2023, the Company conducted, and both the compensation consultant and the Committee reviewed, a global risk assessment of our compensation programs. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan measures, number of participants, maximum payments and risk mitigation factors. Management and the Committee do not believe that any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. As such, the Company did not make any material adjustments to its compensation policies and practices as a result of the global risk assessment. |

  116. Share Retention Policy

    | ● | Executive officers who have not yet met their share ownership objective must retain 50% of the shares (after paying taxes) obtained from option exercises or from the release of performance shares or restricted stock awards until the earlier of the date on which the share ownership objective is met or separation from the Company. |

  117. Clawbacks

    | ● | In addition, under certain other circumstances, the Company’s incentive compensation, including equity compensation, is subject to recoupment. These clawback provisions apply while an individual is employed and, if an employee separates from employment, until the later of one year from separation and payment of the applicable compensation. These clawback provisions allow the Company to recoup payments if an employee or former employee engages in certain prohibited activities, which include violation of any Company policy (including the Company’s Code of Business Conduct), actions that result in reputational harm to the Company, disclosing confidential information or trade secrets, accepting employment with |

  118. Change in Control

    Change in Control

  119. Change in Control

    | ● | The Company has change in control provisions in its annual and long-term incentive plans and some of its retirement plans in which the Named Executive Officers participate. Equity plans include “double-trigger” change in control provisions. |

  120. Change in Control

    | ● | Change in control provisions apply equally to all plan participants. There are no special change in control agreements or arrangements with any of the Named Executive Officers, and we do not provide a tax gross-up for any change in control situation. |

  121. Change in Control

    | ● | The change in control provisions are intended to address the concern that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction might otherwise be motivated to act in their own interests rather than the interests of the shareowners. |

  122. Change in Control

    | ● | For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning on page 80. |

  123. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  124. 2023 SUMMARY COMPENSATION TABLE

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

  125. 2023 SUMMARY COMPENSATION TABLE

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

  126. 2023 SUMMARY COMPENSATION TABLE

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

  127. 2023 SUMMARY COMPENSATION TABLE

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

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

    Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) The amounts reported for each year in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are comprised of changes in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers under the applicable pension plan during such year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as the discount rate. The assumptions used by the Company in calculating the change in pension value are described on page 79. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s retirement plans during any given year. None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. The material provisions of the Company’s retirement plans and deferred compensation plans in which the Named Executive Officers participate are described in the Summary of Plans in Annex B beginning on page 128.

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

    | The Coca-Cola Company | ● 73 ● | 2024 Proxy Statement |

  130. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  131. 2023 GRANTS OF PLAN-BASED AWARDS

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

  132. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  133. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  134. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  135. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  136. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  137. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  138. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  139. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  140. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  141. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  142. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  143. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  144. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | The Coca-Cola Company | ● 77 ● | 2024 Proxy Statement |

  145. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  146. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  147. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  148. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  149. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  150. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  151. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  152. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  153. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  154. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  155. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  156. 2023 OPTION EXERCISES AND STOCK VESTED

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

  157. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  158. 2023 PENSION BENEFITS

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

  159. 2023 PENSION BENEFITS

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

  160. 2023 PENSION BENEFITS

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

  161. 2023 PENSION BENEFITS

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

  162. 2023 PENSION BENEFITS

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

  163. 2023 PENSION BENEFITS

    The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements, and different groups of employees. In 2023, all of the Named Executive Officers except for Mr. Arroyo participated in or had a benefit under The Coca-Cola Company Pension Plan (the “TCCC Pension Plan”) and The Coca-Cola Company Supplemental Pension Plan (the “TCCC Supplemental Pension Plan”). In 2023, Mr. Arroyo participated in the Mobile Plan. Messrs. Quincey and Murphy have a benefit under the Mobile Plan for the period they were covered under an international service program. Additional details of these plans are described in the Summary of Plans in Annex B beginning on page 128. The table above reflects the present value of accumulated benefits for each of the Named Executive Officers under the applicable plans. Compensation used for determining pension benefits under the TCCC Pension Plan, the TCCC Supplemental Pension Plan and the Mobile Plan generally includes only base salary and annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plans. In some cases, the payments may be reduced for early retirement or by benefits paid by other Company-sponsored retirement plans, statutory payments or Social Security. The Company generally does not grant additional years of benefit service, and no Named Executive Officer has been credited with additional years of benefit service. The discount rate assumption used by the Company in calculating the present value of accumulated benefits was 5.12% for the TCCC Pension Plan and 5.13% for the TCCC Supplemental Pension Plan. For information on additional assumptions used by the Company in calculating the present value of accumulated benefits, see Note 14 to the Company’s consolidated financial statements in the Form 10-K. The calculations assume that the Named Executive Officer continues to live at least until the earliest age at which an unreduced benefit is payable. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The traditional pension benefit under the TCCC Supplemental Pension Plan is paid in the form of an annuity if the employee has reached at least age 55 with 10 years of service (or reached at least age 60 with any amount of service) at the time of his or her separation from the Company. Therefore, Messrs. Quincey and Braun are required to take the traditional pension benefit portion of their TCCC Supplemental Pension Plan benefit in the form of an annuity.

  164. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the Named Executive Officers’ participation in The Coca-Cola Company Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Supplemental 401(k) Plan, as applicable. These plans either allow eligible employees to defer part of their base salary and annual incentive on a voluntary basis or make employees whole when the Company matching contribution is limited under the tax-qualified plan. The Company matching contribution under the Supplemental 401(k) Plan is provided at the same rate as the Company matching contribution under the 401(k) Plan. The Company does not match any additional voluntary deferrals.

  165. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | The Coca-Cola Company | ● 79 ● | 2024 Proxy Statement |

  166. 2023 NONQUALIFIED DEFERRED COMPENSATION

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

  167. 2023 NONQUALIFIED DEFERRED COMPENSATION

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

  168. Payments on Termination or Change in Control

    Payments on Termination or Change in Control

  169. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table and footnotes describe the potential payments to the Named Executive Officers upon termination of employment or a change in control of the Company as of December 31, 2023. The table does not include:

  170. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  171. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  172. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  173. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  174. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  175. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  176. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  177. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  178. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | The Coca-Cola Company | ● 84 ● | 2024 Proxy Statement |

  179. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Quincey, who served as the Company’s Chief Executive Officer in 2023, and the annual total compensation of the median employee of the Company, excluding our CEO. We identified the median employee using our employee population as of October 1, 2023. The median annual total compensation disclosed below is based on the Company’s global workforce and is not designed to capture the median compensation of the Company’s U.S. employees. In addition, employees in flexible, part-time roles, such as certain employees at retail stores operated by Costa Limited, our coffee business, lower the annual total compensation for our median employee. Our compensation philosophy is to pay competitively to market and provide fair compensation regardless of the locale. The compensation approach used to determine compensation for our broader workforce is the same approach we use when setting CEO pay, including consideration of pay competitiveness and the use of performance-based incentives that reward exceptional business performance in each jurisdiction consistent with market practice. For more information regarding our compensation philosophy, see page 57. For 2023, the median annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the CEO) was $13,752. Mr. Quincey’s annual total compensation for 2023, as reported under the “Total” column (column (j)) in the 2023 Summary Compensation Table, was $24,742,908. Based on this information, for 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 1,799 to 1. To identify, and to determine the annual total compensation of, the median employee, we used the following methodology:

  180. Pay Ratio Disclosure

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

  181. Pay Ratio Disclosure

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

  182. Pay Ratio Disclosure

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

  183. Pay Ratio Disclosure

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

  184. Pay Ratio Disclosure

    Using this methodology, we determined that our median employee was a part-time, hourly barista employed in the United Kingdom by Costa Limited with an annual total compensation of $13,752 for 2023, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This calculation includes base pay and an employer retirement contribution. We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.

  185. Pay Ratio Disclosure

    | The Coca-Cola Company | ● 86 ● | 2024 Proxy Statement |

  186. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the Named Executive Officers or how the Talent and Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Talent and Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 55. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 72, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.

  187. Pay Versus Performance Disclosure

    | | | | Average | | | | | | | | | | Summary | Average | | | | | | | | | Compensation | Compensation | | | | | | | | | Table Total | Actually Paid | Value of Initial Fixed $100 | | | | | | Summary | | for non-PEO | to non-PEO | Investment on | | | | | | Compensation | Compensation | Named | Named | Dec. 31, 2019 Based on | | Net | | | | Table Total for | Actually Paid to | Executive | Executive | Total | | Income | Organic | | | PEO | PEO | Officers | Officers | Shareholder | Peer Group Total | ($) | Revenue Growth | | Year | ($) | ($) | ($) | ($) | Return | Shareholder Return | (millions) | (non-GAAP) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $24,742,908 | $19,275,773 | $7,310,582 | $7,294,876 | $121 | $126 | $10,703 | 11.5% | | 2022 | 22,822,519 | 54,495,284 | 7,731,933 | 16,456,021 | 126 | 132 | 9,571 | 16.0% | | 2021 | 24,883,878 | 60,511,538 | 8,668,505 | 15,571,959 | 114 | 123 | 9,804 | 15.5% | | 2020 | 18,383,474 | 2,270,190 | 6,153,532 | 2,584,955 | 102 | 108 | 7,768 | (9.0)% |

  188. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e)) The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP Amounts from the SCT Total of our PEO (Column (b)) and our Other NEOs (Column (d)). The SCT Total and CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v).

  189. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Total | $24,742,908 | $7,310,582 | $22,822,519 | $7,731,933 | $24,883,878 | $8,668,505 | $18,383,474 | $6,153,532 | | Adjustments for defined benefit pension plans | | | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered fiscal year | (921,282) | (396,887) | (490,035) | (405,368) | (293,215) | (170,695) | (759,678) | (415,224) | | Add: Service cost for the covered fiscal year | 375,082 | 117,939 | 221,266 | 101,864 | 214,384 | 186,283 | 157,615 | 200,307 | | Add: Prior service cost for the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Adjustments for stock awards and option awards** | | | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | (15,516,570) | (3,663,637) | (14,133,339) | (4,064,153) | (16,472,735) | (3,982,125) | (14,591,093) | (4,358,086) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 21,893,789 | 5,169,372 | 24,679,920 | 7,158,191 | 39,672,363 | 8,896,040 | 7,155,518 | 2,761,885 |

  190. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    | The Coca-Cola Company | ● 87 ● | 2024 Proxy Statement |

  191. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (7,851,512) | (1,141,326) | 19,902,921 | 5,525,189 | 15,006,128 | 3,307,124 | (10,157,329) | (2,119,809) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (3,446,642) | (101,167) | 1,492,032 | 408,365 | (2,499,265) | (494,044) | 2,081,683 | 362,350 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | (839,129) | 0 | 0 | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | CAP Amounts (as calculated) | $19,275,773 | $7,294,876 | $54,495,284 | $16,456,021 | $60,511,538 | $15,571,959 | $2,270,190 | $2,584,955 |

  192. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    | * Amounts presented are averages for the entire group of Other NEOs in each respective year. |

  193. Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))

    | ** To determine the value of stock options included in CAP, the lattice valuation model was used, which differs from the Black-Scholes valuation model that was used at grant date. The lattice valuation model was deemed most appropriate because it is better able to value stock options at varying levels of stock price relative to the option exercise price and is consistent with valuation methodologies permitted under GAAP. |

  194. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The graphs below show the relationship of “compensation actually paid” to our PEO and Other NEOs to (i) the Company’s organic revenue growth (non-GAAP), (ii) the Company’s consolidated net income and (iii) TSR of both the Company and the Dow Jones U.S. Food & Beverage Total Return Index (“Peer Group TSR”). CAP, as calculated in accordance with Item 402(v), reflects, among others, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our Common Stock at year end, as well as the projected and actual achievement of performance goals. These adjustments contributed to the change in CAP reported year-over-year.

  195. Relationship Between Compensation Actually Paid and Performance

    | The Coca-Cola Company | ● 89 ● | 2024 Proxy Statement |

  196. Relationship Between Compensation Actually Paid and Performance

    | ITEM 3 | APPROVAL OF THE COCA-COLA COMPANY 2024 EQUITY PLAN | | The Board of Directors recommends a vote FOR The Coca-Cola COMPANY 2024 Equity Plan | On February 14, 2024, the Talent and Compensation Committee (referred to as the “Committee” in this Item 3) recommended that the Board adopt The Coca-Cola Company 2024 Equity Plan (the “2024 Plan”). On February 15, 2024, the Board adopted the 2024 Plan, subject to shareowner approval at the 2024 Annual Meeting. If approved by shareowners at the 2024 Annual Meeting, the 2024 Plan will become effective as of May 1, 2024 (the “Effective Date”). The 2024 Plan will replace The Coca-Cola Company 2014 Equity Plan (the “2014 Plan”), which will expire on the date of the 2024 Annual Meeting. No further awards will be granted pursuant to the 2014 Plan on or after the Effective Date. If neither the 2024 Plan nor the GESPP described in Item 4 of this Proxy Statement is approved, the Company would not be able to offer any equity compensation to its employees after the 2024 Annual Meeting. We believe that the new 2024 Plan will continue to promote multiple important goals: aligning our employees’ interests to our shareowners’ interests, incentivizing employees to promote long-term, sustainable and profitable growth for the Company and serving as a critical tool to attract and retain key employees. The material features of the 2024 Plan are summarized below, which summary is qualified in its entirety by reference to the text of the 2024 Plan. A copy of the 2024 Plan is available on our website at www.coca-colacompany.com/annual-meeting-of-shareowners, where it is an appendix to the electronic version of this Proxy Statement. We will provide shareowners with a copy of the 2024 Plan without charge upon request made to shareownerservices@coca-cola.com. The 2024 Plan will also be available for viewing by shareowners during the 2024 Annual Meeting. Capitalized terms used in this summary will have the same meaning as used in the 2024 Plan, unless otherwise specifically defined herein. | | WHAT AM I VOTING ON? Shareowners are being asked to approve The Coca-Cola Company 2024 Equity Plan, which will expire on the date of the 2034 Annual Meeting of Shareowners. | |

  197. Relationship Between Compensation Actually Paid and Performance

    | The Coca-Cola Company | ● 90 ● | 2024 Proxy Statement |

  198. SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS

    SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS Prior to the effectiveness of the 2014 Plan, the Company granted awards under a variety of equity compensation plans (the “Prior Plans”). Following the expiration of the 2014 Plan at the 2024 Annual Meeting, no further awards will be made under the 2014 Plan or Prior Plans, but awards made under the 2014 Plan or the Prior Plans will remain outstanding in accordance with their terms. Therefore, in considering the potential dilution contemplated by the 2024 Plan, the Committee also considered the following information regarding all existing equity compensation plans as of March 4, 2024:

  199. SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS

    | Total number of stock options outstanding(1) | 41,884,913 | | Weighted-average exercise price of stock options outstanding | $50.95 | | Weighted-average remaining term of stock options outstanding | 5.5 years | | Total number of Full-Value Awards outstanding (includes restricted stock, RSU and PSU awards)(2) | 8,562,065 | | Total number of shares remaining available for future grant under the 2014 Plan(3) | 257,163,437 | | Total number of shares of Common Stock outstanding as of March 4, 2024 | 4,311,190,648 |

  200. SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS

    | (1) No SARs were outstanding as of March 4, 2024. |

  201. SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS

    | (2) The number of outstanding PSUs assumes performance at target level. |

  202. SHARES AVAILABLE AND OUTSTANDING EQUITY AWARDS UNDER PRIOR COMPANY EQUITY PLANS

    | (3) In addition, as of March 4, 2024, 493,096 shares, 2,239,317 shares and 236,842 shares remain available for grant under the 1999 Stock Option Plan, 2008 Stock Option Plan and 1989 Restricted Stock Plan, respectively. Since the 2014 Annual Meeting of Shareowners, these Prior Plans were frozen for future grants except for these “holdback” shares, which are described in the Company’s 2014 Proxy Statement filed with the SEC on March 7, 2014. Between March 4, 2024 and the Effective Date, the Company commits to grant no shares under the 2014 Plan or Prior Plans except for approximately 55,000 shares in respect of employee-purchased awards and Company-provided matching awards under a subplan of the 2014 Plan, as described as the “Prior Subplan” in Item 4 of this Proxy Statement. This estimate is based on the closing price of Common Stock on March 4, 2024, which was $59.81. The actual number of shares that will be granted will depend on the price of Common Stock on the date of purchase. |

  203. EXPECTED DILUTION

    | SHARES AVAILABLE FOR ISSUANCE UNDER THE 2014 PLAN | + | SHARES TO BE ISSUED ON EXERCISE OR SETTLEMENT OF OUTSTANDING EQUITY AWARDS UNDER THE 2014 PLAN OR THE PRIOR PLANS (“OUTSTANDING AWARDS”) | ÷ | TOTAL NUMBER OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK (EXCLUDING TREASURY SHARES) | + | SHARES AVAILABLE FOR ISSUANCE UNDER THE 2014 PLAN | + | OUTSTANDING AWARDS | = | EXISTING OVERHANG UNDER THE 2014 PLAN | | | | | | | | | | | | 6.66% |

  204. Material Features of the 2024 Plan

    | | a plan, program, or policy for the compensation of non-employee directors as in effect from time to time. The Committee may not make other discretionary grants under the 2024 Plan to non-employee directors. | | Performance Goals | The Committee may establish performance goals for performance awards that may be based on any financial or non-financial criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the participant, a subsidiary or a division, region, department or function within the Company or a subsidiary. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or a subsidiary conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee. | | Limitation on Transfer | No right or interest of a participant in any unexercised or restricted award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a subsidiary, or shall be subject to any lien, obligation, or liability of such participant to any other party other than the Company or a subsidiary. No unexercised or restricted award shall be assignable or transferable by a participant other than by will or the laws of descent and distribution. | | Change in Control | Unless otherwise provided in an award agreement or any special plan document or separate agreement with a participant governing an award: A.With respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control: if within one year after the effective date of the Change in Control, a participant’s employment is involuntarily terminated other than for cause, then ● all of that participant’s outstanding stock options and SARs will become fully exercisable; ● all time-based vesting restrictions on that participant’s outstanding awards will lapse; and ● the payout level attainable under all outstanding performance-based awards will vest based on target (if the date of termination occurs during the first half of the performance period) or actual performance measured as of the end of the calendar quarter immediately preceding the date of termination (if the date of termination occurs during the second half of the performance period). In both cases, the awards will pay out on a pro rata basis, based on the time elapsed (in days) in the performance period prior to the date of termination. B.Upon the occurrence of a Change in Control in which awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board: ● all outstanding stock options and SARs will become fully exercisable; ● all time-based vesting restrictions on outstanding awards will lapse; and ● the payout level attainable under all outstanding performance-based awards will vest based on target (if the Change in Control occurs during the first half of the performance period) or actual performance measured as of the end of the calendar quarter immediately preceding the Change in Control (if the Change in Control occurs during the second half of the performance period). In both cases, the awards will pay out on a pro rata basis, based on the time elapsed (in days) in the performance period prior to the Change in Control. |

  205. COMPANY DOCUMENTS, COMMUNICATIONS, SHAREOWNER PROPOSALS AND DIRECTOR NOMINEES

    COMPANY DOCUMENTS, COMMUNICATIONS, SHAREOWNER PROPOSALS AND DIRECTOR NOMINEES