Coca-Cola Consolidated (COKE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 13, 2025, with voting on three key proposals: election of 12 directors, ratification of PricewaterhouseCoopers LLP as auditor, and approval of a 10-for-1 forward stock split with an increase in authorized shares.

• The Board unanimously recommends voting in favor of all proposals and has provided detailed instructions for electronic, phone, and mail voting.

• Stockholders as of March 17, 2025, are eligible to vote, with Common Stock carrying one vote per share and Class B Common Stock carrying 20 votes per share.

Voting matters and shareholder proposals

• Proposals include electing 12 directors, ratifying the auditor, and amending the certificate of incorporation for a stock split and increased authorized shares.

• The Board recommends voting “FOR” all proposals; voting can be done online, by phone, or by mail.

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

Board of directors and corporate governance

• The Board consists of 12 members, with a mix of company executives, independent directors, and a designee from The Coca-Cola Company.

• Seven directors are considered independent; the Board has Audit, Compensation, and Executive Committees.

• The Board has adopted governance policies, a Code of Ethics, and an Insider Trading Policy.

• The Lead Independent Director presides over executive sessions and serves as a liaison between the Chairman and independent directors.

• Board diversity includes three women and one African American director.