Coca-Cola Consolidated (COKE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, with voting available online, by phone, or by mail.

• Shareholders as of March 16, 2026, are eligible to vote on three main proposals: election of directors, advisory approval of executive compensation, and ratification of the external auditor.

• The board recommends voting in favor of all proposals and highlights the importance of shareholder participation.

Voting matters and shareholder proposals

• Three proposals: election of 11 directors, advisory say-on-pay for 2025 executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor for 2026.

• Shareholders can submit questions during the meeting and propose director candidates or other proposals for the 2027 meeting, following specific advance notice requirements.

• Voting power is concentrated, with Class B shares carrying 20 votes each and the controlling shareholder holding 78% of total voting power.

Board of directors and corporate governance

• The board consists of 11 members, with a majority deemed independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Executive Committees, each with defined charters and responsibilities.

• The board combines the roles of Chairman and CEO, with a Lead Independent Director providing additional oversight.

• Director nomination is managed by the Executive Committee, with input from shareholders and other stakeholders.