Coca-Cola Consolidated (COKE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, via live webcast, with voting on key proposals and director elections.

• Shareholders as of March 17, 2025, are eligible to vote, with multiple voting methods available.

• The Board recommends voting in favor of all proposals, including director elections, auditor ratification, and a forward stock split.

Voting matters and shareholder proposals

• Three main proposals: election of 12 directors, ratification of PricewaterhouseCoopers LLP as auditor for 2025, and approval of a 10-for-1 forward stock split with an increase in authorized shares.

• Voting rights: Common Stock gets one vote per share; Class B Common Stock gets 20 votes per share, voting as a single class.

• Plurality voting for directors; majority required for auditor ratification and stock split.

• Shareholder proposals for the 2026 meeting must be submitted between January 13 and February 12, 2026.

Board of directors and corporate governance

• Board consists of 12 members, with a mix of independent and non-independent directors; 7 are independent.

• Board committees: Audit, Compensation, and Executive Committees, each with defined roles and charters.

• Lead Independent Director role established for enhanced governance.

• Board diversity matrix: 3 female, 9 male directors; 1 African American or Black director.

• Director nomination process involves the Executive Committee and input from various stakeholders.