~~Wednesday, April 25, 2018~~
~~8:30 a.m., local time~~
~~World of Coca-Cola~~
~~Atlanta, Georgia~~

~~We first want to thank you for your investment in The Coca-Cola Company and also for the confidence you put in this Board to oversee your interests in this business.~~

Last year in this letter, we talked about key developments around the critical refocusing of the Company’s core business model. Our Board remains highly engaged in this important work to reorganize our business and we, along with management, are optimistic about the future.

~~Our Board will continue to take seriously our role in the oversight of the long-term business strategy, which is the best path to enable our goal of long-term value creation for you, the shareowners.~~

2017 was a pivotal year for the Company, and significant milestones were achieved. The Company, along with its bottling partners, completed the bottler refranchising process in the U.S. and China. This was an important accomplishment, and the Coca-Cola system is now better

positioned than ever to create growth. The Board also stewarded a successful leadership succession plan with the transition to our new CEO, James Quincey, who is executing his vision as we continue to evolve to a total beverage company.

We are pleased to report that the Compensation Committee of the Board has overseen a comprehensive review of our compensation strategy and programs. We fully appreciate that the Company’s incentive and reward programs are integral to achieving our success. As we’ve refocused our business model, we have evolved our compensation strategy to better align our compensation programs with our growth strategy. We encourage you to review details of the design, which is discussed in the Message from the Compensation Committee beginning on ~~page 46~~.

We also know that refreshing the Board is a priority for our shareowners. It has been a priority for this Board as well. We seek to ensure that the Board is comprised of high-integrity, highly capable Directors who are equipped to oversee the success of the business and effectively represent the interests of shareowners. We believe this is a well-functioning Board, and it will continue to evolve, as it has done over the last several years.

This year, we have nominated for election at the upcoming meeting two new Director candidates: Caroline Tsay and Christopher Davis. Caroline is CEO of Compute Software, Inc. and Christopher is Chairman of Davis Selected Advisers–NY, Inc. The nominations of Caroline and Christopher are in accordance with our ongoing and long-term succession planning for the Board.

~~We encourage you to review the qualifications, skills and experience of all of the Director nominees beginning on~~ ~~page 18~~.

Finally, please know that as we go about our duties as Directors of this Company, we remain fully accountable to you, the shareowners. Ultimately, we believe that accountability to shareowners is integral to our success.

~~In that spirit, for many years we have conducted a robust engagement program throughout the year, listening to shareowners and considering these viewpoints as we make decisions in the boardroom.~~

~~Caroline J. Tsay and Christopher C. Davis (not pictured) have each been nominated for election as a Director at the 2018 Annual Meeting.~~

The Board of Directors (the “Board”) ~~of The Coca-Cola Company (the “Company”)~~currently has 13 members. Ronald W. Allen is ~~furnishing you this Proxy Statement to solicit proxies on its behalf to be voted at~~not standing for reelection and will retire from the ~~2018~~Board immediately following the 2020 Annual Meeting of Shareowners ~~of The Coca-Cola Company. The meeting will be held~~(the “2020 Annual Meeting”), at ~~World of Coca-Cola, 121 Baker Street NW, Atlanta, Georgia 30313 on April 25, 2018, at 8:30 a.m., local time. The proxies also may be voted at any adjournments or postponements of~~which time the ~~meeting.~~

~~The mailing address of our principal executive office is The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. We are first furnishing the proxy materials to shareowners on March 8, 2018.~~

All properly executed written proxies and all properly completed proxies submitted by telephone or Internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of common stock of the Company (“Common Stock”) as of the close of business on February 26, 2018, the record date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held by such shareowner. On February 26, 2018, there were 4,264,499,492 shares of Common Stock issued and outstanding.

~~Shareowners are being asked to elect 16 Director nominees for a one-year term.~~

~~FOR~~ ~~the election of each Director nominee. The Board and~~ the Committee on Directors and Corporate Governance, ~~believe~~ the 16Board has nominated each of the remaining 12 Directors for election at the 2020 Annual Meeting. All nominees are independent under the New York Stock Exchange (“NYSE”) corporate governance rules, except Herbert A. Allen and James Quincey (see Director Independence and Related Person Transactions beginning onpage 39).

Each of the Director nominees ~~possess~~were elected by the ~~necessary qualifications~~shareowners at the 2019 Annual Meeting of Shareowners. If elected, each nominee will hold office until the 2021 Annual Meeting of Shareowners and ~~experiences~~until his or her successor is elected and qualified. We have no reason to ~~provide quality advice and counsel~~believe that any of the nominees will be unable or unwilling to ~~the Company’s management and effectively oversee the business and the long-term interests of shareowners.~~

~~Ensuring~~serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, is composed of Directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of shareowners, is a top priority ofor the Board ~~and~~may reduce the ~~Committee on Directors and Corporate Governance.~~ number of Directors.

The Board and the Committee on Directors and Corporate Governance believe that ~~new perspectives and ideas are critical to a forward-looking and strategic Board as is the ability to benefit from the valuable experience and familiarity that longer-serving Directors bring.~~

When recommending to the Board the slate of Director nominees for election at the Annual Meeting of Shareowners, the Committee on Directors and Corporate Governance strives to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Committee focuses on this through an ongoing, year-round process, which includes the annual Board evaluation process described below.

~~The Board and the Committee on Directors and Corporate Governance believe~~ there are general qualifications that all Directors must exhibit and other key qualifications and ~~experience~~experiences that should be represented on the Board as a whole but not necessarily by each individual Director.

The Board and the Committee on Directors and Corporate Governance require that each Director be a recognized person of high integrity with a proven record of success in his or her field and ~~have the ability~~be able to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition, ~~the Board conducts interviews of~~ potential Director candidates are interviewed to assess intangible qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

~~The Board does not have a specific diversity policy, but considers diversity~~2020 Proxy Statement 11

6 GOVERNANCEItem 1 Election of ~~points of view contribute to a more effective decision-making process. When recommending Director nominees for election by shareowners, the Board and the Committee on~~ Directors and Corporate Governance focus on how the experience and skill set of each Director nominee complements those of fellow Director nominees to create a balanced Board with diverse viewpoints and deep expertise.

The Board has identified key qualifications and ~~experience~~experiences that are important to be represented on the Board as a whole, in light of the Company’s business strategy and expected future business needs. The table below summarizes how these key qualifications and ~~experience~~experiences are linked to our Company’s business.

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Through this process, Directors provide feedback and assess Board, committee and Director performance, including areas where the Board believes it is functioning effectively and areas where the Board believes it can improve.

Under the leadership of the Lead Independent Director, the Committee on Directors and Corporate Governance oversees the Board’s annual evaluation process focused on three components: (1) the Board, (2) Board committees and (3) individual Directors. In addition, the Committee on Directors and Corporate Governance regularly discusses Board composition and effectiveness during its committee meetings.

The Committee on Directors and Corporate Governance periodically reviews the format of the evaluation process, including whether to utilize a third-party facilitator, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and Director performance. In 2017, the evaluation process included the steps described below:

Our multi-step evaluation process generates robust comments and discussion at all levels of the Board, including with respect to Board composition and processes. These evaluation results have led to changes designed to increase Board effectiveness and efficiency. For example, over the last few years, enhancements have been made regarding meeting materials, the structure of the Board, committee and executive session discussions, the Board evaluation process and providing Directors with more opportunities for continuing education and to have hands-on experiences with our business, senior leaders and emerging talent around the world.

The Committee on Directors and Corporate Governance is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. ~~Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm.~~

The Committee on Directors and Corporate Governance considers a wide range of factors when assessing potential Director nominees. This assessment includes a review of the potential nominee’s judgment, ~~experience,~~experiences, independence, understanding of the Company’s business or other related industries and such other factors as the Committee concludes are pertinent in light of the current needs of the Board. A potential nominee’s qualifications are considered to determine whether they meet the qualifications required of all Directors and the key qualifications and ~~experience~~

experiences to be represented on the Board, as described above. Further, the Committee on Directors and Corporate Governance assesses how each potential nominee would impact the skills and ~~experience~~experiences represented on the Board as a whole in the context of the Board’s overall composition and the Company’s current and future needs.

When recommending to the Board the slate of Director ~~Candidates~~nominees for election at the Annual Meeting of Shareowners, the Committee on Directors and Corporate Governance strives to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board.

The Board believes that refreshment, including periodic committee rotation, is important to help ensure that Board composition is aligned with the needs of the Company and the Board as our business evolves over time, and that fresh viewpoints and perspectives are regularly considered. The Board also believes that over time Directors develop an understanding of the Company and an ability to work effectively as a group. Because this provides significant value, a degree of continuity year-over-year is beneficial to shareowners and generally should be expected.

Directors are elected each year, at the Annual Meeting of Shareowners, to hold office until the next Annual Meeting of Shareowners and until their successors are elected and qualified. Because term limits could cause the loss of experience or expertise important to the optimal operation of the Board, there are no absolute limits on the length of time that a Director may serve, but the Committee on Directors and Corporate Governance and the Board consider the tenure of Directors as one of several factors in nomination decisions. In addition, the Committee on Directors and Corporate Governance evaluates the qualifications and performance of each incumbent Director before recommending the nomination of that Director for an additional term. Furthermore, pursuant to our Corporate Governance Guidelines, Directors whose job responsibilities change or who reach the age of 74 are asked to submit a letter of resignation to the Board. These letters are considered by the Board and, if applicable, annually thereafter. In 2019, the Committee on Directors and Corporate Governance reviewed the Director nominees who were 74 years of age or older and determined to recommend them for reelection based on their skills, qualifications and experiences.

Shareowners who would like the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing by mail to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by e-mail toasktheboard@coca-cola.com. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.

~~In 2015, our Board adopted~~We have a “Proxy Access for Director Nominations” ~~bylaw after engaging with a number of our shareowners to understand their views on the desirability of proxy access and the appropriate proxy access structure for the Company.~~bylaw. The proxy access bylaw permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials Director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in Article I, Section 12 of our By-Laws. See question 33 onpage 97103for more information.

Directors are elected each year, at the Annual Meeting of Shareowners, to hold office until the next annual meeting and until their successors are elected and qualified. Because term limits may cause the loss of experience and expertise important to the optimal operation of the Board, there are no limits on the number of terms a Director may serve. However, the Committee on Directors and Corporate Governance evaluates the qualifications and performance of each incumbent Director before recommending the nomination of that Director for an additional term.

In addition, pursuant to our Corporate Governance Guidelines, Directors whose job responsibilities change or who reach the age of 74 are asked to submit a letter of resignation to the Board. These letters are considered by the Board and, if applicable, annually thereafter.MAJORITY VOTING STANDARD

Our By-Laws provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director does not receive a majority vote, he or she has agreed that he or she would submit a letter of resignation to the Board. The Committee on Directors and Corporate Governance would make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance, which would include consideration of the vote and any relevant input from shareowners. The Board would publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation would not participate in the decisions of the Committee on Directors and Corporate Governance or the Board that concern the resignation.

OUR DIRECTOR NOMINEES EXHIBIT AN EFFECTIVE MIX OF SKILLS, EXPERIENCES, DIVERSITY AND FRESH PERSPECTIVES

Our By-Laws provide that the number of Directors shall be determined by the Board, which has set the number at 16. Upon the recommendation of the Committee on Directors and Corporate Governance, the Board has nominated each of Herbert A. Allen, Ronald W. Allen, Marc Bolland, Ana Botín, Richard M. Daley, Christopher C. Davis, Barry Diller, Helene D. Gayle, Alexis M. Herman, Muhtar Kent, Robert A. Kotick, Maria Elena Lagomasino, Sam Nunn, James Quincey, Caroline J. Tsay and David B. Weinberg for election as a Director. All of the nominees are independent under New York Stock Exchange (“NYSE”) corporate governance rules, except Herbert A. Allen, Muhtar Kent and James Quincey. See Director Independence and Related Person Transactions beginning on ~~page 38~~.

Each of the Director nominees currently serves on the Board and was elected by the shareowners at the 2017 Annual Meeting of Shareowners, except for Ms. Tsay and Mr. Davis, each of whom was nominated by the Board in February 2018 to stand for election at the 2018 Annual Meeting of Shareowners. Ms. Tsay and Mr. Davis were identified as potential Directors by the Committee on Directors and Corporate Governance, who determined that each was qualified under the Committee’s criteria. If elected, each nominee will hold office until the 2019 Annual Meeting of Shareowners and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.

Included in each Director nominee’s biography ~~below~~that follows is a description of ~~select~~the five key qualifications and ~~experience~~experiences of such ~~nominee based on~~nominee. Many of our Director nominees have more than five qualifications, and the ~~qualifications described~~aggregate number for all Director nominees is reflected above. The Board and the Committee on Directors and Corporate Governance 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.

~~FOR~~6 ~~the election~~ GOVERNANCEItem 1 Election of ~~each of the Director nominees.~~

The Board is elected by the shareowners to oversee their interests in the long-term health and overall success of the Company’s business and financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareowners. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

~~Strategic planning and oversight~~ of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties. The Board dedicates one meeting each year to focus on business strategy, and elements of strategy are addressed in every Board meeting and embedded in the work of Board committees. This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term, as well as the quality of operations. In addition to financial and operational performance, non-financial measures, including sustainability goals, are discussed regularly by the Board and Board committees.

While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with “hands-on” experiences, such as market visits, which provide Directors an opportunity to see strategy execution first hand.

The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.

Inherent in the Board’s responsibilities is an understanding of and oversight ofover the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive on a global basis and to achieve the Company’s long-term strategic objectives. Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:

The Company believes that its Board leadership structure supports the risk oversight function of the Board. The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board. The Board Committees section beginning on ~~page 30~~ ~~includes a summary of the risk oversight focus area of the committees.~~

To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, ~~2017~~2019 (the “Form 10-K”). The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior ~~management~~ talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of senior management. The Management Development Committee, together with the Chief Executive Officer, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare senior leaders for greater responsibilities. In addition, the Management Development Committee regularly discusses recommendations and evaluations from the Chief Executive Officer as to potential successors to fill ~~such~~ senior positions. The Chief Executive Officer also provides a regular review to the Management Development Committee assessing the members of the executive leadership team and his or her potential to succeed him. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and contingency plans in the event the Chief Executive Officer is unable to serve for any reason (including death or disability). While the Management Development Committee has the primary responsibility to develop succession plans for the Chief Executive Officer position, it regularly reports to the Board and decisions are made at the Board level.

The Chief Executive Officer maintains strong, hands-on relationships with the leaders of bottlers and remains close to the many facets of the business existing in so many places in the world. Because the Chief Executive Officer is the Board member closest to this vast and complex business, he or she is best able to identify many of the business issues that require Board attention and, as Chairman, can best focus Directors’ attention on the most critical business matters. Further, in the Board’s experience, the combined role of Chairman and Chief Executive Officer allows for timely and unfiltered communication with the Board on these critical business issues. The Board also believes that there are benefits when the same person represents both the Company and the Board throughout the world with bottlers, customers, consumers and other stakeholders.

Having the flexibility to select the appropriate structure based on the specific needs of the business is critical, and it is part of the judgment the Board believes it should exercise. ~~The Board understands that Board~~Consistent with the Board’s commitment to good corporate governance practices, at least one executive session of the non-employee Directors each year includes a review of the Board’s leadership structure ~~is an important topic for many shareowners,~~ and consideration of whether the ~~Board takes shareowner feedback into account when making determinations around Board leadership structure.~~

~~Our current Board leadership structure is comprised~~position of a Chairman of the Board ~~who is not independent, a~~should be held by the Chief Executive ~~Officer, a Lead Independent Director,~~Officer.

The Board ~~committees led primarily by independent~~believes that it is important to note that all Directors ~~and~~play an active ~~engagement by all Directors. The totality of~~role in overseeing the ~~work of~~Company’s business both at the Board ~~is spread through our~~and committee ~~structure, and this structure ensures strong, independent leadership by a majority of Directors.~~

levels. As part of each regularly scheduled Board meeting, the non-employee Directors meet in executive session without the Chief Executive Officer ~~or Chairman of the Board~~ present. These meetings allow non-employee Directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as matters concerning management, without any member of management present.

The duties and responsibilities of the Chairman of the Board, the Chief Executive Officer and the Lead Independent Director ~~and the Chief Executive Officer~~ are described in the table below and are set forth in the Company’s By-Laws and Corporate Governance Guidelines.

We have historically combined the roles of Chairman of the Board and Chief Executive Officer, and our Board has been satisfied that a combined Chairman and Chief Executive Officer structure has served our shareowners well over time. Under our current governance structure, the Board has the flexibility to ensure the appropriate Board leadership structure based on the specific needs of the business at the time.

The Board ~~has~~recognizes that a robust and constructive evaluation process is an ~~Audit Committee, a Compensation Committee, a~~essential component of good corporate governance and Board effectiveness. Under the leadership of the Lead Independent Director, the Committee on Directors and Corporate Governance ~~an Executive~~oversees the Board’s annual evaluation process. The Committee on Directors and Corporate Governance periodically reviews the format of the evaluation process, including whether to utilize a third-party facilitator, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and Director performance.

The Board has seven standing committees: the Audit Committee, the Talent and Compensation Committee, the Committee on Directors and Corporate Governance, the Finance Committee, athe Management Development Committee, the Public Policy and ~~a Public Issues~~Sustainability Committee and ~~Diversity Review~~the Executive Committee. The Board has adopted a written charter for each of these committees, which isare available on the Company’s websitewww.coca-colacompany.com, by clicking on “Investors”, then “Corporate Governance” and then ~~“Corporate Governance.~~“Committees.” Information about each committee is provided below. Membership of each committee is as of December 31, 2019.

Regular meetings of the Board are held at such times as the Board may determine. Special meetings of the Board may be called by the Chairman, the Company’s Secretary or by a majority of the Directors by written request to the Secretary. Committee meetings can be called by the committee’s chair or by a majority of committee members.

In ~~2017,~~2019, the Board held six meetings, and committees of the Board held a total of 3735 meetings. Overall attendance at such meetings was approximately ~~99%~~96%. Each Director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during ~~2017.~~2019.

6~~Legend:~~ GOVERNANCEAdditional Governance Matters~~Key Qualifications and Experience (see~~ ~~page 16~~)

Our relationship with shareowners is an important part of our Company’s success. The Board ~~believes that shareowners should have line~~and management believe they best execute their duties when they proactively listen to, seek to understand and consider the opinions of ~~sight into decisions made in the boardroom. We do this by making a full-time effort of building relationships and trust over time with~~ our shareowners. We ~~have for some time cultivated meaningful and value-added relationships~~engage with our shareowners and the broader corporate governance community through ana year-round engagement program, ~~that~~which is management-led and overseen by the Board.

The Board long ago established dedicated resources to actively engage with shareowners. The Company engages with shareowners on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on Company policies and ~~practices.~~

~~Shareowner~~practices, seek shareowner input and incorporate feedback from this engagement is considered by the Board and reflected in enhancements to policies and practices. One recent example is our adoption of a proxy access bylaw, which the Board adopted following several months of thoughtful discussions with shareowners.as appropriate.

In ~~addition~~2019, we engaged with shareowners who collectively hold a majority of shares of our Common Stock. Below is a sample of our engagements with shareowners and the broader corporate governance community.

We believe people are our most important asset. Our people and culture agendas are critical business priorities, and we strive to ~~direct engagement, the Company has instituted~~be a ~~number~~global employer of ~~complementary mechanisms~~choice that ~~allow shareowners to effectively communicate a point of view~~attracts high-performing talent with the ~~Board, including:~~

✹

~~our dedicated 2018 Annual Meeting page~~drive us on our ~~Company website (see~~ ~~page 95~~);journey to refresh the world and make a difference. We are committed to building an inclusive culture that inspires and supports the growth of our employees, serves our communities and shapes a more sustainable business.

OUR HUMAN CAPITAL PILLARS

		CULTURE AND ENGAGEMENT
		We are taking deliberate action to foster a growth culture that is grounded in our Company purpose: to refresh the world and make a difference. We strive to act with a growth mindset, take an expansive approach to what’s possible and believe in continuous learning to improve our business and ourselves. We focus on four key growth behaviors – being curious, empowered, inclusive and agile – and value how we work as much as what we achieve. We believe culture enables our Company strategy and shapes employee experiences. Our key priorities are to: ●Inform action through culture, engagement and organizational health measurement and insights. ●Embed purpose, culture and our employee value proposition across employee experiences and enterprise initiatives. ●Support new ways of working as a networked organization through workforce and workplace experiments.
		LEADERSHIP, TALENT AND DEVELOPMENT
		Our talent strategy focuses on building inspirational leadership and capabilities that help our people be successful in the future. We recognize that one size does not fit all and are focused on creating an employee experience that is locally relevant in its approach and also provides the global breadth of learning and growth that we can provide for our people. We are: ●Accelerating a globally networked organization, with a focus on refreshed recruiting and talent practices and democratized learning. ●Building enterprise capability, striving to constantly build new skills for our employees so they can be more successful in the future, while also working to hire people with the skills we need for growth.
		DIVERSITY AND INCLUSION
		We believe creating a diverse and inclusive workplace is not only the right thing to do – it is a business priority that fosters greater creativity, innovation and connection to the communities we serve. We take a comprehensive view of diversity with an inclusive mindset, including gender, ethnicity, generation, disability/ability, sexual orientation, gender identity, military service, nationality, religion and other factors. The core of our diversity and inclusion strategy is to: ●Create an inclusive environment by engaging diverse talent and influencing recruitment, development, advancement and retention, including an aspiration for the Company to be 50% led by women in leadership. ●Evaluate our progress through the creation and review of systematic diagnostic tools and resources, and articulate our diversity and inclusion progress through proactive communications. We operate three Diversity Councils and eight Business Resource Groups to help shape an inclusive culture, build diverse talent and serve as incubators for fresh ideas.
		HUMAN RIGHTS
		Respect for human rights is a fundamental value of our Company. We strive to respect and promote human rights in accordance with the United Nations Guiding Principles on Business and Human Rights in our relationships with our employees, suppliers and independent bottlers. Our aim is to help increase the enjoyment of human rights within the communities in which we operate. To learn more about our workplace and human rights, including viewing our Human Rights Policy and other related policies, please visit www.coca-colacompany.com/policies-and-practices.
		BUSINESS INTEGRITY
		We have adopted a Code of Business Conduct that is applicable to the Company’s employees, including our Named Executive Officers. In addition, we have adopted a Code of Business Conduct for Non-Employee Directors. Our Codes of Business Conduct are grounded in our commitment to do the right thing. They serve as the foundation of our approach to ethics and compliance, and our anti-corruption compliance program is focused on conducting business in a fair, ethical and legal manner. For more information on our Codes of Business Conduct see page 33.

2020 Proxy Statement 31

✹

~~the ability to direct communications to individual Directors or the entire Board (see~~ ~~page 96~~Table of Contents);

6 GOVERNANCEAdditional Governance Matters

THE BOARD’S ROLE IN HUMAN CAPITAL MANAGEMENT

The Board is actively engaged in overseeing the Company’s people and culture strategy. In 2019, the Board made important structural changes to the committee formerly known as the Compensation Committee, repositioned as the Talent and Compensation Committee, to expand the responsibilities of the Committee to include oversight of talent, leadership and culture, including diversity and inclusion. The Talent and Compensation Committee intends to meet twice in 2020 to review and report back to the Board on a broad range of human capital management topics, including talent management, leadership development, retention, culture, employee engagement, employee education and training, diversity and inclusion, and equality and fairness. Seepage 46 for more information on the Talent and Compensation Committee.

SUSTAINABILITY
In everything we do, we aim to create a more sustainable business and better shared future that makes a difference in people’s lives, communities and our planet. We recognize that the sustainability of our business is directly linked to the sustainability of the communities we call home, and that’s why our approach is guided by our purpose: to refresh the world and make a difference.
Working collaboratively with our bottling partners and stakeholders at every stage of our value chain, we look to integrate sustainability into our everyday actions. For example, we share best practices and knowledge across the Coca-Cola system to build business resiliency and better manage water resources. From ingredient sourcing to packaging recovery, we strive to create shared opportunity through growth in every corner of the world, with an ongoing focus on building inclusion and empowering people’s access to equal opportunities.
We have a responsibility to use water respectfully and efficiently. For us, that means being water balanced and improving water security where it is needed most. Food and beverage packaging are an important part of our modern lives, yet the world has a packaging waste problem. Our vision is to make packaging part of a circular economy, and our World Without Waste initiative is a clear strategy with commitments to recover a bottle or can for every one we sell by 2030—and then to recycle and reuse.
The Public Policy and Sustainability Committee reviews the Company’s sustainability program and goals and the Company’s progress toward achieving those goals. The Board and the Public Policy and Sustainability Committee also receive periodic reports from the Chief Sustainability Officer, and others as required, related to the accomplishment of the Company’s sustainability goals. Seepage 28 for more information about the Public Policy and Sustainability Committee.
To learn more about the Company’s sustainability efforts, including our comprehensive sustainability commitments, please view our current Business & Sustainability Report on the Company’s website, by visiting www.coca-colacompany.com/sustainable-business.
OUR SUSTAINABLE BUSINESS PRIORITIES

Sugar Reduction
We’re growing our business while reducing added sugar and providing consumers with more choices.

World Without Waste
We believe a World Without Waste is possible.

Climate
We look for ways to reduce our carbon footprint across the Coca-Cola value chain.

Shared Future
We aim to improve people’s lives and create a better shared future for our communities and planet.

Water Stewardship
We strive to replenish water back to nature and communities, improve efficiency and treat wastewater to high standards.
32          The Coca-Cola Company
✹
~~adoption~~Table of ~~a proxy access bylaw (see~~ ~~page 17~~Contents~~); and~~
✹
~~a quarterly newsletter for our shareowners (see~~ wAdditional Governance Matters~~ww.coca-colacompany.com/shareowner-newsletter-signup~~ GOVERNANCE). 6
Public Policy Engagement
We participate in public policy discussions on issues related to our industry and business priorities, our more than 700,000 Coca-Cola system associates, our shareowners and the communities we serve.
In the ~~U.S.,~~United States, our Company and our affiliated political action committees comply with applicable laws and other requirements regarding contributions to political organizations; candidates for federal, state and local public office; ballot measure campaigns; political action committees; and trade associations. We engage with these organizations and individuals to make our views clear and uphold our commitment to help support the communities in which we operate. We base our U.S. political contributions on many considerations, supporting candidates whose priorities align with those of our Company when it comes to core issues that affect our business.
The Public ~~Issues~~Policy and ~~Diversity Review~~Sustainability Committee ~~of our Board of Directors~~ reviews our advocacy efforts, including political contributions. ~~See~~ ~~page 32~~ ~~for more information about the Public Issues and Diversity Review Committee.~~ Additional information about our public policy engagement efforts, including our political contributions policy and a report of U.S. political contributions from our Company and from associate-funded programs, which include The Coca-Cola Company Nonpartisan Committee for Good Government and various other state political action committees, can be viewed on ~~our Company~~the Company’s website atwww.coca-colacompany.com, by clicking on ~~“Investors”~~“Investors,” then “Corporate Governance” and then ~~“Public Policy Engagement.~~“Political Engagement Policy.”
~~Sustainability~~
We are committed to integrating sustainability into our everyday actions to help create value for shareowners and the communities in which we operate. We recognize that the sustainability of our business is directly linked to the sustainability of the communities we serve. In everything we do, we aim to strengthen the foundations of our business and communities so all can thrive long
~~2018 Proxy Statement~~ 33
~~Back to Contents~~
into the future. Our approach to sustainability is guided by our vision to create social value and make a positive difference in the world, by building stronger communities and working to protect the environment. Working collaboratively with our bottling partners, we share best practices and knowledge to build business resiliency and better manage water resources. We work with partners at every stage of our value chain, from ingredient sourcing to packaging recovery. We strive to grow with conscience, add value across our system and help bring opportunities to every corner of the world; and we have an ongoing focus on enabling the economic empowerment of women along the way.
The Public Issues and Diversity Review Committee of our Board of Directors reviews the nature and scope of the Company’s sustainability goals and the Company’s progress toward achieving those goals. The Committee also receives, at least annually, presentations by the Chief Sustainability Officer, and others as required, related to the accomplishment of the Company’s sustainability goals. See ~~page 32~~ ~~for more information about the Public Issues and Diversity Review Committee.~~
~~In addition, our pay-for-performance philosophy awards executives in a way that motivates them to operate the Company’s business in a profitable and sustainable manner.~~
To learn more about the Company’s sustainability efforts, including our comprehensive sustainability commitments, please view our current Sustainability Report on the Company’s website, by visiting ~~www.coca-colacompany.com/sustainability~~.
Special Meeting of Shareowners
Our By-Laws provide that a special meeting of shareowners may be called by the Chairman of the Board, the Chief Executive Officer, a majority of our Board or the Secretary, if appropriately requested by a person (or group of persons) beneficially owning at least a 25% “net long position” of the Company’s Common Stock. A shareowner’s “net long position” is generally defined as the amount of Common Stock in which the shareowner holds a positive (also known as “long”) economic interest, reduced by the amount of Common Stock in which the shareowner holds a negative (also known as “short”) economic interest.
Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies
The Company’s ~~anti-hedging~~insider trading policy prohibits our Directors, ~~the Company’s~~ executive officers and ~~other designated~~those employees, independent contractors and consultants who are from time to time added to the Company’s restricted trading list (collectively, the “Insiders”) from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of ~~the Company’s Common Stock, including~~Company securities (including prepaid variable forward contracts, equity swaps, collars and exchange ~~funds.~~funds), that were either granted as part of the individual’s compensation or that the individual holds directly or indirectly, and (ii) engaging in any short sales of Company Common Stock. These prohibitions also extend to any family member of our Insiders who share the same household with them and any other individual or entity whose investment decisions are influenced or controlled by any of our Insiders (collectively, the “Related Insiders”). Our policy also prohibits our Directors ~~the Company’s~~and executive officers and ~~other designated employees~~their Related Insiders from pledging Company Common Stock as collateral for a loan, holding Company Common Stock on margin or borrowing against Company Common Stock held in a margin account. Employees of the Company who are ~~also prohibited~~not Insiders or Related Insiders are permitted, but discouraged, from entering into hedging transactions involving Company securities and pledging or engaging in short sales related to ~~the Company’s Common Stock. All other employees are discouraged from entering into hedging transactions and engaging in short sales related to~~Company Common Stock.
The Company’s anti-pledging policy discourages any pledging of the Company’s Common Stock, including holding Common Stock in a margin account. In addition, Directors and the Company’s executive officers are required to obtain pre-approval from the Company’s General Counsel before pledging shares of Common Stock. Such approval will be granted only if the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities.
Codes of Business Conduct
~~The~~As discussed above, the Company has adopted a Code of Business Conduct for Non-Employee ~~Directors. In addition, the Company has adopted~~Directors, as well as a Code of Business Conduct ~~which was relaunched in February 2018,~~ that is applicable to the Company’s employees, including the Named Executive Officers. Our associates, bottling partners, suppliers, customers and consumers can ask questions about our Code and other ethics and compliance issues, or report potential violations, through EthicsLine, a global Internet and telephone information and reporting service. The Codes of Business Conduct and information about EthicsLine are available on the Company’s website atwww.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Code of ~~Business~~ Conduct.” In the event the Company amends or waives any of the provisions of the Code of Business Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer or controller that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the 1934 Act, the Company intends to disclose these actions on the Company’s website.
~~2018 Proxy Statement~~ 34
~~Back to Contents~~
2020 Proxy Statement          33
Table of Contents
6 GOVERNANCEAdditional Governance Matters
View the Company’s Governance Materials
You can view the Company’s governance materials, including the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Board ~~Committee Charters~~committee charters on the Company’s website,www.coca-colacompany.com, by clicking on ~~“Investors”~~“Investors,” then “Corporate Governance” and then ~~“Corporate Governance.~~“Documents.” Instructions on how to obtain copies of these materials are included in the response to question 29,, onpage 96102.
Communicate with the Board
The Board has established a process to facilitate communication by shareowners and other interested parties with Directors. Communications can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by e-mail toasktheboard@coca-cola.com.
Communications may be distributed to all Directors, or to any individual Director, as appropriate. At the direction of the Board, all mail received may be opened and screened for security purposes. In addition, items that are unrelated to the duties and responsibilities of the Board ~~shall~~will not be distributed. Such items include, but are not limited to:
✹
~~spam;~~
✹
~~junk mail and mass mailings;~~
✹
~~product complaints or inquiries;~~
✹
~~new product suggestions;~~
✹
~~resumes and other forms of job inquiries;~~
✹
~~surveys; and~~
✹
~~business solicitations or advertisements.~~
●spam
●junk mail and mass mailings
●product complaints or inquiries
●new product suggestions
●resumes and other forms of job inquiries
●surveys
●business solicitations or advertisements
In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee Director upon request.
To answer the many questions we receive about our Company and our products, we offer detailed information about common areas of interest on the ~~“Contact Us”~~“FAQs” page of our website,www.coca-colacompany.com/~~contact-us~~faqs.
34          The Coca-Cola Company
Table of Contents
Director Compensation GOVERNANCE 6
~~DIRECTOR COMPENSATION~~Director Compensation
The Committee on Directors and Corporate Governance 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 services. Under the Committee on Directors and Corporate Governance’s charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis of Director compensation, although it did not engage any consultants or advisors in 2017. Directors who also serve as employees of the Company do not receive payment for service as Directors.service.
In making non-employee Director compensation recommendations, the Committee on Directors and Corporate Governance 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 Board reviews the recommendations of the Committee on Directors and Corporate Governance and determines the form and amount of Director compensation.
Director compensation is provided under The Coca-Cola Company Directors’ Plan ~~effective January 1, 2013~~ (the “Directors’ Plan”)~~, which is described further below. The Committee on~~. Directors ~~and Corporate Governance and the Board believe that the Directors’ Plan:~~
✹
~~ties the majority of Directors’ compensation to shareowner interests because the value of share units fluctuates up or down depending on the stock price;~~
✹
~~focuses on the long term, since the share units are not paid until after the Director leaves the Board; and~~
✹
~~is equitable based on the work required of Directors serving an entity~~who also serve as employees of the ~~Company’s size and scope.~~Company do not receive payment for service as Directors.
~~2017~~2019 Annual Compensation
~~In 2017, the Committee on Directors and Corporate Governance undertook a review of the compensation paid to our Directors relative to the Company’s comparator group (see~~ ~~page 61~~) and other publicly available information. Based on this review, the Committee on Directors and Corporate Governance recommended, and the Board agreed, that no changes should be made to Director compensation in 2017. There have been no increases in compensation paid to our Directors since 2013. Under the Directors’ Plan, 2017 annual compensation to non-employee Directors consisted of $50,000 paid in cash in quarterly installments and $200,000 credited in deferred share units. 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 number of share units awarded to non-employee Directors is equal to the number of shares of Common Stock that could be purchased on the open market for $200,000 on April 1 (or the immediately preceding business day if
~~2018 Proxy Statement~~ 35
~~Back to Contents~~
~~April 1 is not a business day).~~
In 2019, our non-employee Directors received an annual cash retainer of $50,000. Each non-employee Director who served as a committee chair received an additional $20,000 cash retainer, and our Lead Independent Director also received an additional $30,000 cash retainer. 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.
In 2019, non-employee Directors also received an annual equity retainer of $200,000, credited in deferred share units. The number of share units awarded is equal to the number of shares of Common Stock that could be purchased on the open market for $200,000 on April 1. Share units do not have voting rights but are credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. Share units are ~~credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. Share units will be~~ paid out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board and (ii) six months after the Director leaves the Board. Directors may elect to take their payout in a lump sum or in up to five annual installments.
~~In addition, each non-employee Director who served as a committee chair in 2017 received an additional $20,000 in cash.~~
Directors do not receive fees for attending Board or committee meetings. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.
2020 Annual Compensation
Under the Committee on Directors and Corporate Governance charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis of Director compensation. In 2019, the Committee on Directors and Corporate Governance engaged Willis Towers Watson to evaluate the competitiveness of its Director compensation program. Based on the results of a competitive analysis, provided by Willis Towers Watson, the Committee determined, and the Board approved, the following adjustments to the Director compensation program effective January 1, 2020: (i) an increase in the annual cash retainer to $90,000; (ii) an increase in the annual cash retainer for the Audit Committee Chair to $30,000 and (iii) an increase in the annual cash retainer for the Talent and Compensation Committee Chair to $25,000. These adjustments were made to maintain the competitiveness of our Director compensation program relative to the Company’s comparator group (seepage 58), as the Board’s last increase in Director compensation (other than instituting an additional cash retainer for our Lead Independent Director) was in 2013.
Highlights of Director Compensation Program:
●Emphasis on equity: ties the majority of Directors’ compensation to shareowner interests because the value of share units fluctuates up or down depending on the stock price.
●Long-term focus: focuses on the long term, because share units are not paid until after the Director leaves the Board.
●Market competitive: in line with peers and is equitable based on the work required of Directors serving at an entity of the Company’s size and scope.
●No fees: no fees are paid for Board meeting attendance.
●Governance: includes governance features that prohibit hedging, pledging and short sales of our Common Stock and restricts trading to limited windows.
●Stock Ownership Requirements: since share units are not paid out until after the Director leaves the Board, all Directors hold their annual equity retainers until after retirement from Board service. As a result, after only three years of service, all Directors maintain an equity ownership level of at least five times the annual cash retainer.
2020 Proxy Statement          35
Table of Contents
6 GOVERNANCEDirector Compensation
The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, ~~2017.~~2019.
~~2017~~2019 Director Compensation Table
Name¹
(a)
Fees Earned or
Paid in Cash
($)
(b)
Stock Awards
($)
(c)
Option Awards
($)
(d)
Non-Equity
Incentive Plan
Compensation
($)
(e)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
(f)
All Other
Compensation
($)
(g)

Total
($)
(h)
     Fees
Earned or
Paid in Cash
($)
(b)

Stock
Awards
($)
(c)      Option
Awards
($)
(d)      Non-Equity
Incentive Plan
Compensation
($)
(e)      Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
(f)      All Other
Compensation
($)
(g)      Total
($)
(h)
Herbert A. Allen
$
70,000
$
200,000
$
0
$
0
$
0
$
281

$ 270,281
$70,000 $200,000 $0 $0 $0 $105 $ 270,105
Ronald W. Allen

70,000

200,000

0

0

0

3,167

273,167
Ronald W. Allen² 70,000 200,000 0 0 0 3,209 273,209
Marc Bolland

50,000

200,000

0

0

0

198

250,198
50,000 200,000 0 0 0 5 250,005
Ana Botín

50,000

200,000

0

0

0

198

250,198
50,000 200,000 0 0 0 105 250,105
Howard G. Buffett²

25,000

40,000

0

0

0

5,949

70,949
Richard M. Daley

50,000

200,000

0

0

0

1,145

251,145
Richard M. Daley³ 25,000 40,000 0 0 0 23,746 88,746
Christopher C. Davis 50,000 200,000 0 0 0 1,312 251,312
Barry Diller

70,000

200,000

0

0

0

3,027

273,027
70,000 200,000 0 0 0 944 270,944
Helene D. Gayle

50,000

200,000

0

0

0

198

250,198
66,000 200,000 0 0 0 5 266,005
Alexis M. Herman

70,000

200,000

0

0

0

8,882

278,882
70,000 200,000 0 0 0 36,344 306,344
Robert A. Kotick

50,000

200,000

0

0

0

198

250,198
50,000 200,000 0 0 0 105 250,105
Maria Elena Lagomasino

70,000

200,000

0

0

0

13,213

283,213
94,000 200,000 0 0 0 13,786 307,786
Sam Nunn

70,000

200,000

0

0

0

41,887

311,887
Sam Nunn³ 35,000 40,000 0 0 0 55,404 130,404
Caroline J. Tsay 50,000 200,000 0 0 0 2,396 252,396
David B. Weinberg

50,000

200,000

0

0

0

1,046

251,046
50,000 200,000 0 0 0 1,644 251,644
1
James Quincey and Muhtar Kent are Company employees and therefore receive no compensation under the Directors’ Plan.
2
Mr. Buffett did not stand for election at the 2017 Annual Meeting of Shareowners. Therefore, the information above reflects his service on the Board through April 25, 2017.
¹ Mr. Quincey is a Company employee and therefore receives no compensation under the Directors’ Plan. Muhtar Kent was an employee of the Company who also served as Chairman of the Board from January 2019 through the 2019 Annual Meeting of Shareowners when he stepped down as Chairman and therefore received no compensation under the Directors’ Plan.
² Mr. R. Allen is not standing for reelection at the 2020 Annual Meeting.
³ Messrs. Daley and Nunn did not stand for reelection at the 2019 Annual Meeting of Shareowners.
~~Fees Earned or Paid in Cash~~ ~~(Column~~FEES EARNED OR PAID IN CASH (COLUMN (b))
The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee Director in ~~2017,~~2019, whether or not such fees were deferred. In addition to the $50,000 annual cash fees (or a prorated portion thereof), each of Mses. Gayle, Herman and Lagomasino, and Messrs. H. Allen, R. Allen, Diller and Nunn received an additional $20,000 for service as a committee ~~chair.~~chair (or a prorated portion thereof). Ms. Lagomasino also received an additional $24,000 (a prorated portion of the $30,000 cash fee) for service as Lead Independent Director.
~~Ms.~~Mses. Botín and Tsay deferred a portion of their 2019 cash compensation into 799 and 106 share units, respectively. Ms. Lagomasino deferred her 2019 cash compensation into 1,992 share units. Messrs. ~~Daley,~~R. Allen and Diller each deferred their 2019 cash compensation into 1,493 share units. Messrs. Davis, Kotick and Weinberg each deferred their ~~2017~~2019 cash compensation into ~~1,175~~1,066 share units. ~~Ms. Lagomasino and~~ Messrs. ~~R. Allen, Diller~~Daley and Nunn each deferred their ~~2017~~2019 cash compensation into ~~1,646~~533 and 746 share ~~units.~~units, respectively, which reflects a prorated number of share units due to their resignations. The number of share units is equal to the number of shares of Common Stock that could be purchased for the deferred amount based on the average of the high and low prices of a share of Common Stock on ~~March 31, 2017.~~April 1, 2019, and for Ms. Lagomasino, April 24, 2019, with respect to the prorated portion of share units attributable to her for service as Lead Independent Director.
36          The Coca-Cola Company
~~Stock Awards~~ Table of Contents
~~(Column~~Director Compensation GOVERNANCE 6
STOCK AWARDS (COLUMN (c))
The amounts reported in the Stock Awards column reflect the grant date fair value associated with each non-employee Director’s share units that are required to be deferred under the Directors’ Plan, calculated in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, Compensation–Stock Compensation (“ASC Topic 718”).
The table below shows the number of outstanding share units held by each non-employee Director ~~and Mr. Buffett, who served on the Board for a portion of 2017,~~ as of December ~~29, 2017, the last trading day of the year.~~31, 2019.
~~2018 Proxy Statement~~ 36
~~Back to Contents~~
~~Director~~
Outstanding Share Units as
~~of 12/29/2017~~
Director
as of 12/31/2019
Mr. H. Allen
~~87,662~~
102,850
Mr. R. Allen
~~88,984~~
107,515
Mr. Bolland
~~14,889~~
25,185
Ms. Botín
~~27,921~~
40,835
Mr. ~~Buffett~~
Daley
~~31,679~~
49,284
Mr. ~~Daley~~
Davis
~~39,107~~
9,380
Mr. Diller
~~123,999~~
144,884
Ms. Gayle
~~25,372~~
36,372
Ms. Herman
~~48,404~~
60,953
Mr. Kotick
~~37,270~~
51,394
Ms. Lagomasino
~~53,615~~
70,278
Mr. Nunn
~~151,344~~
169,778
Ms. Tsay
8,390
Mr. Weinberg
~~17,252~~
30,030
~~All Other Compensation~~ ~~(Column~~ALL OTHER COMPENSATION (COLUMN (g))
~~As described further below, the~~The amounts reported in the All Other Compensation column reflect, where applicable, Company matching gifts to nonprofit organizations, medical and dental insurance, the costs of Company products provided to Directors without charge, certain amenities and gifts provided to Directors in a connection with a Board meeting and a global system meeting, and the premiums for life insurance (including accidental death and dismemberment and business travel accident coverage)., the costs of Company products provided to Directors without charge, gifts provided to Directors in connection with a global system meeting, medical and dental insurance, and gifts provided to certain Directors in connection with their retirement. In addition, infrequently, spouses and guests of Directors may ~~ride along~~travel on Company aircraft for personal reasons when the aircraft is already going to a specific destination for a business reason, which has minimal incremental cost to the Company. When this occurs, a nominal amount is included in the All Other Compensation column. In addition, income is imputed to the Director for income tax purposes and the Director is not provided a tax reimbursement.
~~Perquisites~~Further described below are those perquisites and ~~Other Personal Benefits~~other personal benefits and all other compensation required by SEC rules to be separately identified for 2019.
CHARITABLE CONTRIBUTIONS
The Directors are eligible to participate in the Company’s matching gifts program, which is the same program available to all U.S.-based employees and retirees. In ~~2017,~~2019, this program matched up to $10,000 of charitable contributions on a two-for-one basis to tax-exempt arts, cultural, environmental and educational organizations. The amounts paid by the Company to match gifts made by the non-employee Directors in ~~2017~~2019 under this program are set forth in the table below. The total cost of matching contributions on behalf of the non-employee Directors for ~~2017 gifts~~2019 was ~~$22,000.~~$62,000.
Name Matching Gifts
Mr. R. Allen            $ 2,000
Mr. Daley 20,000
Ms. Herman 20,000
Mr. Nunn 20,000
2020 Proxy Statement          37
Name
Matching Gifts
Mr. R. Allen
$
2,000
Mr. Nunn

20,000
Table of Contents
6 GOVERNANCEDirector Compensation
INSURANCE PREMIUMS
For Directors who elected coverage prior to 2006 ~~(Mr.~~(Messrs. R. Allen, Diller and Nunn), the Company provides medical and dental coverage on the same terms and at the same cost as available to U.S. Company employees. This coverage was discontinued in 2006 for all other Directors. The total cost for this health coverage in 2017 was $11,561.
To help expand the Directors’ knowledge of the Company’s products, the Company provides certain products to Directors’ offices without charge. The total cost incurred by the Company in 2017 for products provided to non-employee Directors was $40,897.
~~In connection with a Board meeting and a global system meeting, Directors received certain amenities and gifts, the total cost of which was $2,656.~~
~~Insurance Premiums~~
~~For Directors who elected coverage prior to 2006,~~ the Company provides life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. This coverage was discontinued in 2006 for all other Directors. The Company cost for this insurance for ~~participating non-employee Directors is set forth in the table below. The total cost for these insurance benefits to~~ the participating non-employee Directors in ~~2017~~2019 was ~~$2,158.~~$738 per Director, for a total cost of $2,214.
Name
Life Insurance
Premiums
Mr. R. Allen
$
738
Mr. Diller

682
Mr. Nunn

738
Business travel accident insurance coverage of $200,000 is provided to all non-employee Directors while traveling on Company business, at a Company cost of $1$5 per Director per year.
~~2018 Proxy Statement~~ 37
~~Back~~PERQUISITES AND OTHER PERSONAL BENEFITS
To help expand the Directors’ knowledge of the Company’s products, the Company provides certain products to ~~Contents~~Directors’ offices without charge. In 2019, Mses. Herman, Lagomasino and Tsay, and Messrs. R. Allen, Daley, Davis, Diller, Nunn and Weinberg participated in this program. The total cost incurred by the Company in 2019 for products provided to non-employee Directors was $51,684.
In connection with a global system meeting held outside the United States in 2019, all of the non-employee Director attendees (Mses. Botín, Herman, Lagomasino, Tsay and Messrs. H. Allen, R. Allen, Diller, Kotick and Weinberg) received certain gifts, the total cost of which was approximately $900.
For Directors who elected coverage prior to 2006 (Mr. Nunn), the Company provides medical and dental coverage on the same terms and at the same cost as available to U.S. Company retirees. This coverage was discontinued in 2006 for all other Directors. The total cost for this health coverage in 2019 was $13,782.
In connection with their retirements, the Company provided commemorative gifts to Messrs. Daley and Nunn for recognition of their Board service, the total cost of which was $8,063.
38          The Coca-Cola Company
Table of Contents
Director Independence and Related Person Transactions GOVERNANCE 6
~~DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS~~Director Independence and Related Person Transactions
Independence Determinations
Under the corporate governance listing standards of the NYSE and the Company’s Corporate Governance Guidelines, the Board must consist of a majority of independent Directors. In making independence determinations, the Board observes NYSE and SEC criteria and considers all relevant facts and circumstances. Under NYSE corporate governance listing standards, to be considered independent:
✹
●
the Director must not have a disqualifying relationship, as defined in the NYSE standards; and
●
the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company. To aid in the Director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a Director’s independence. These categorical standards, which are part of the Company’s Corporate Governance Guidelines, are described below.
~~the Director must not have a disqualifying relationship, as defined in the NYSE standards; and~~
✹
the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company. To aid in the Director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a Director’s independence. These categorical standards, which are part of the Company’s Corporate Governance Guidelines, are described below.
~~Categorical Standards~~CATEGORICAL STANDARDS
The following will not be considered material relationships that would impair a Director’s independence:
Immaterial
Sales/Purchases
The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more.
Immaterial
Indebtedness
The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more.
Immaterial
Position
The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company’s outside auditing firm) that does business with, or receives donations from, the Company.
Immaterial
Ownership
The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company.
Immaterial
Nonprofit
Relationship
The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization’s consolidated gross revenues, whichever is more.
In addition, when determining Director independence, the Board does not consider transactions:
✹
~~with entities for which a Director or an immediate family member served only as a director or trustee;~~
✹
~~of less than $120,000; and~~
✹
~~with entities in which the Director’s or an immediate family member’s only interest is a less than 10% ownership interest.~~
●
with entities for which a Director or an immediate family member served only as a director or trustee;
●
of less than $120,000; and
●
with entities in which the Director’s or an immediate family member’s only interest is a less than 10% ownership interest.
The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director nominee and any person who served as a Director during ~~2017~~2019 may have with the Company. As a result of its annual review, the Board has determined that none of the following Director nominees has a material relationship with the Company and, as a result, such Director nominees are independent: ~~Ronald W. Allen,~~ Marc Bolland, Ana Botín, ~~Richard M. Daley,~~ Christopher C. Davis, Barry Diller, Helene D. Gayle, Alexis M. Herman, Robert A. Kotick, Maria Elena Lagomasino, ~~Sam Nunn,~~ Caroline J. Tsay and David B. Weinberg. In addition, the Board determined that ~~Howard G. Buffett,~~Ronald W. Allen, who ~~served~~will serve as a Director ~~for a portion of 2017, was~~until the 2020 Annual Meeting, is independent. None of the Directors who were determined to be independent had any relationships that were outside the categorical standards identified above.
~~Muhtar Kent is Chairman of the Board and also served as the Company’s Chief Executive Officer through April 30, 2017 and therefore is not an independent Director.~~ James Quincey has served as the Company’s ~~President and~~ Chief Executive Officer since May 1, 2017, and therefore is not an independent Director. Even though Herbert A. Allen is not currently determined to be independent, he contributes greatly to the Board and the Company through his wealth of experience, expertise and judgment.
~~2018 Proxy Statement~~ 38
2020 Proxy Statement          39
~~Back to~~Table of Contents
6 GOVERNANCEDirector Independence and Related Person Transactions
All of the Directors who serve as members of the Audit Committee, Talent and Compensation Committee and Committee on Directors and Corporate Governance are independent as required by the NYSE corporate governance rules. Under these rules, Audit Committee members also satisfy the separate SEC and NYSE independence requirements, and the Talent and Compensation Committee members satisfy the additional SEC and NYSE independence requirements.
The table below summarizes the relationships that were considered in connection with the independence determinations. None of the transactions described below were considered material relationships that impacted the applicable Director’s independence.
Director
Categorical Standard
Description of Relationship
AnaBotín
Immaterial Sales/
Purchases

Immaterial
Indebtedness
The Board examined the Company’s relationship with Banco Santander, S.A. (“Banco Santander”) where Ana Botín, one of our Directors, is Executive Chair. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of Banco ~~Santander, S.A.,~~Santander; (ii) the Company’s investment of excess cash with Banco Santander, ~~S.A.~~primarily in time deposits which provided market rate returns, is part of the Company’s overall cash management and investment strategy which includes banks other than Banco Santander; (iii) the Company’s payments to Banco Santander were for underwriting services, banking fees, all in the ordinary course of ~~business generated market rate interest returns~~business; and ~~the payments to Banco Santander, S.A. were for underwriting and other banking services in the ordinary course of business and (iii)~~(iv) the Company has had a relationship with Banco Santander ~~S.A.~~and its banking subsidiaries for many years prior to Ms. Botín’s service as a Director of the Company.
~~Howard~~Barry DillerG.~~Buffett~~
Immaterial Sales/
Purchases
The Board examined the Company’s relationship with Berkshire Hathaway Inc. (“Berkshire Hathaway”) and its subsidiaries and affiliates. Howard G. Buffett is a Director of Berkshire Hathaway and his father, Warren E. Buffett, is the Chairman of the Board, Chief Executive Officer and major stockholder of Berkshire Hathaway. This relationship is described beginning on ~~page 40~~. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of Berkshire Hathaway; (ii) the payments made and received were for various products and services in the ordinary course of business; and (iii) the Company has had a relationship with most of these entities for many years prior to when they were owned by Berkshire Hathaway and prior to Mr. Buffett’s service as a Director of the Company.
~~Barry~~~~Diller~~
~~Immaterial Sales/Purchases~~
The Board examined payments made by the Company to IAC/InterActiveCorp and its subsidiaries (“IAC”) where Barry Diller, one of our Directors, is Chairman of the Board and Senior Executive. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of IAC; (ii) the payments were for online advertising and digital media promotions in the ordinary course of business; and (iii) the Company has had a relationship with IAC’s predecessor companies for many years prior to Mr. Diller’s service as a Director of the Company.
Robert A. Kotick
Immaterial Sales/
Purchases The Board examined the Company’s relationship with Activision Blizzard, Inc. and its subsidiaries (“Activision”) where Robert A. Kotick, one of our Directors, is Chief Executive Officer and a Director. The Board determined that the relationship was not material since (i) the amounts payable under sponsorship agreements entered into in the ordinary course of business represent less than 1% of the consolidated gross revenues of Activision; and (ii) the Company has had a relationship with Activision prior to Mr. Kotick’s service as a Director of the Company.
~~Related Person Transaction Policy and Process~~RELATED PERSON TRANSACTION POLICY AND PROCESS
A “Related Person Transaction” is aany transaction, arrangement or relationship, ~~(or~~or any series of similar transactions, arrangements or ~~relationships)~~relationships, in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to Directors or shareowners who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person (defined below) had, has or will have a direct or indirect material interest. Under Company policy, there is no threshold amount applicable to executive officers with regard to Related Person Transactions.
A “Related Person” means:
●
any person who is, or at any time during the applicable period was, a Director, a nominee for Director or an executive officer of the Company;
●
any person who is known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock;
●
any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Director, nominee for Director, executive officer or more than 5% beneficial owner of Common Stock, and any person (other than a tenant or employee) sharing the household of such Director, nominee for Director, executive officer or more than 5% beneficial owner of Common Stock; or
●
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
40          The Coca-Cola Company
✹
~~any person who is, or at any time during the applicable period was, a~~ Table of Contents
Director ~~of the Company or a nominee for Director or an executive officer;~~
✹
~~any person who is known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock;~~
✹
any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Director, nominee for Director, executive officer or more than 5% beneficial owner of Common Stock,Independence and ~~any person (other than a tenant or employee) sharing the household of such Director, nominee for Director, executive officer or more than 5% beneficial owner of Common Stock; and~~Related Person Transactions GOVERNANCE 6
✹
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
In general, the Company will enter into or ratify Related Person Transactions with Directors only when the Board, acting through the Committee on Directors and Corporate Governance, determines that the Related Person Transaction is reasonable and fair to the Company. When considering whether a Related Person Transaction is reasonable and fair to the Company, the Committee considers, among other things, the evaluation of the transaction by employees directly involved and the recommendation of the Chief Financial Officer. In addition, any Related Person Transaction involving an executive officer must be pre-approved by the Chief Executive Officer and any Related Person Transaction involving the Chairman of the Board (if an employee of the Company), Chief Executive Officer or a beneficial owner of more than 5% of the outstanding Common Stock must be submitted to the Audit Committee for approval.
Many transactions that constitute Related Person Transactions are ongoing, and some arrangements predate any relationship with the Director or predate the Director’s relationship with the Company. When a transaction is ongoing, any amendments or changes are reviewed, and the transaction is reviewed annually for reasonableness and fairness to the Company.
~~2018 Proxy Statement~~ 39
~~Back to Contents~~
Identifying possible Related Person Transactions involves the following procedures:
✹
~~Directors, Director nominees, executive officers and beneficial owners of more than 5% of the outstanding Common Stock are asked to complete customary annual questionnaires.~~
✹
Directors and Director nominees are required to annually verify and update information about (i) where the Director is an employee, director or executive officer; (ii) each entity where an immediate family member of a Director is an executive officer; (iii) each firm, corporation or other entity in which the Director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and (iv) each charitable or educational organization where the Director or an immediate family member is an employee, executive officer, director or trustee.
●
Directors, Director nominees, executive officers and beneficial owners of more than 5% of the outstanding Common Stock are asked to complete customary annual questionnaires.
●
Directors and Director nominees are required to annually verify and update information about (i) where the Director is an employee, director or executive officer; (ii) each entity where an immediate family member of a Director is an executive officer; (iii) each firm, corporation or other entity in which the Director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and (iv) each charitable or educational organization where the Director or an immediate family member is an employee, executive officer, director or trustee.
When the Company receives the requested information from its Directors, Director nominees, executive officers and beneficial owners of more than 5% of the outstanding Common Stock, the Company compiles a list of all persons and entities, including all subsidiaries of the entities identified, that may give rise to a Related Person Transaction. The Office of the Secretary reviews the updated list and expands the list if necessary, based on a review of SEC filings, Internet searches and applicable websites.
For ~~2017,~~2019, the list of approximately ~~3,900~~4,800 persons and entities was distributed within the Company to identify any potential transactions. This list was also sent to each of the Company’s approximately ~~400~~300 accounting locations to be compared to payments and receipts. All ongoing transactions, along with payment and receipt information, were compiled for each person and entity. The information was reviewed and relevant information was presented to the Committee on Directors and Corporate Governance or the Audit Committee, as applicable.
Details regarding Related Person Transactions are included in the charters for the Committee on Directors and Corporate Governance and the Audit Committee and in our Codes of Business Conduct. These documents can be found on the Company’s website,www.coca-colacompany.com, by clicking on “Investors” and then clicking on “Corporate Governance.”
~~Certain Related Person Transactions~~RELATED PERSON TRANSACTIONS
The Board, acting through the Committee on Directors and Corporate Governance believes that the following ~~related person transactions are~~Related Person Transaction between the Company and Mr. H. Allen, one of our Directors, is reasonable and fair to the Company.
~~Herbert~~A.Mr. H. Allen. ~~Herbert A. Allen, one of our Directors,~~ is President, Chief Executive Officer and a Director of Allen & Company Incorporated (“ACI”) and a principal shareowner of ACI’s parent. ACI is an indirect equity holder of Allen & Company LLC (“ACL”).
ACI has leased and subleased office space in New York City since 1977 in a building owned by one of our ~~subsidiaries and located in New York City.~~subsidiaries. ACI was a tenant prior to the subsidiary’s acquisition of the building. In June 2005, ACI assigned the lease and sublease to ACL. In November 2015, the lease was renewed for a term of approximately 18 years. In ~~2017,~~August 2019, our subsidiary sold the property to an unaffiliated third party. In 2019, ACL paid approximately ~~$6.4~~$3.4 million in rent and related expenses. In the opinion of management, the terms of the lease ~~are~~were fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the lease.
~~Howard~~2020 Proxy StatementG.          41
~~Buffett~~~~and~~~~Berkshire~~~~Hathaway.~~ ~~The father~~Table of ~~Howard G. Buffett, who served as a Director~~Contents
7
Share Ownership
Ownership of Equity Securities of the Company for a portion of 2017, is Warren E. Buffett, Chairman of the Board, Chief Executive Officer and major stockholder of Berkshire Hathaway. Berkshire Hathaway’s holdings constituted 9.38% of the Company’s outstanding Common Stock as of February 26, 2018.
Burlington Northern Santa Fe, LLC (“BNSF”) is a wholly owned subsidiary of Berkshire Hathaway. In 2017, the Company paid BNSF approximately $204,000 in demurrage fees in the ordinary course of business.
Business Wire, Inc. (“Business Wire”) is a wholly owned subsidiary of Berkshire Hathaway. In July 2015, the Company and Business Wire entered into a new three-year services agreement under which Business Wire disseminates news releases for the Company. In 2017, the Company paid approximately $169,000 to Business Wire in the ordinary course of business. This business relationship was in place prior to Berkshire Hathaway’s acquisition of Business Wire in 2006.
FlightSafety International Inc. (“FlightSafety”) is a wholly owned subsidiary of Berkshire Hathaway. In 2014, the Company entered into a new five-year agreement with FlightSafety to provide pilot training services to the Company and a new three-year agreement with FlightSafety to provide flight attendant and mechanic training services to the Company. In 2016, the Company entered into a new three-year agreement with FlightSafety to provide flight attendant and mechanic training services to the Company, which replaced the previous three-year agreement. In 2017, the Company paid FlightSafety approximately $569,000 for training services in the ordinary course of business.
International Dairy Queen, Inc. (“IDQ”) is a wholly owned subsidiary of Berkshire Hathaway. In 2017, IDQ and its subsidiaries received promotional and marketing incentives from the Company totaling approximately $1.7 million in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of IDQ.
McLane Company, Inc. (“McLane”) is a wholly owned subsidiary of Berkshire Hathaway. In 2017, McLane and its subsidiaries paid approximately $914 million to the Company to purchase fountain syrup and other products in the ordinary course of business. Also in 2017, McLane and its subsidiaries received from the Company approximately $17 million in agency commissions, marketing payments and other fees relating to the sale of the Company’s products to customers in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of McLane in 2003.
Marmon Holdings, Inc. (“Marmon”) is a wholly owned subsidiary of Berkshire Hathaway. In January 2014, Marmon acquired Cornelius, Inc., Display Technologies, LLC and 3Wire Group, Inc. In 2017, the Company paid Cornelius, Inc. approximately $5.1 million for fountain equipment under a 2006 master agreement, which is renewed on an annual basis. In 2017, the Company paid Display Technologies, LLC approximately $2.3 million for shelving for in-store promotional
~~2018 Proxy Statement~~ 40
~~Back to Contents~~
programs under a three-year supply agreement entered into in February 2014. The term of this agreement was extended to December 31, 2017. In 2017, the Company paid 3Wire Group, Inc. approximately $14 million for fountain equipment parts under a 2005 master agreement, which is renewed on an annual basis. These business relationships were in place for many years prior to Marmon’s acquisition of these three entities and all payments were made in the ordinary course of business.
XTRA Lease LLC (“XTRA”) is a wholly owned subsidiary of Berkshire Hathaway. In 2017, the Company paid XTRA approximately $267,000 for the rental of trailers used to transport and store finished product in the ordinary course of business under the terms of a national account agreement with XTRA.
Berkshire Hathaway holds a significant equity interest in American Express Company (together with its subsidiaries, “American Express”). In 2013, the Company and American Express entered into a new five-year agreement under which American Express provides global credit card services to the Company. In 2017, American Express paid the Company approximately $1.3 million in rebates and incentives under the terms of the agreement and in the ordinary course of business.
Berkshire Hathaway holds a significant equity interest in Moody’s Corporation (“Moody’s”). In 2012, the Company and a subsidiary of Moody’s entered into a two-year agreement for rating services related to the Company’s commercial paper programs and debt offerings, which was renewed in 2015 for an additional two-year period. In 2017, the Company paid a subsidiary of Moody’s fees of approximately $1.5 million for rating services.
Berkshire Hathaway held a significant equity interest in Wells Fargo & Company (together with its subsidiaries, “Wells Fargo”) during a portion of 2017. In 2017, the Company paid Wells Fargo approximately $953,000 for commercial banking and equipment leasing services in the ordinary course of business.
In the opinion of management, all of the relationships between the Company and the entities affiliated with Berkshire Hathaway described above are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties.
~~2018 Proxy Statement~~ 41
~~Back to Contents~~
~~SHARE OWNERSHIP~~
~~OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY~~
Directors and Executive Officers
The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each ~~Director nominee, each~~ individual named in the ~~2017~~2019 Summary Compensation Table onpage 6569, and our Directors ~~Director nominees~~ and executive officers as a group, all as of February ~~26, 2018.~~24, 2020. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.
Name
Aggregate
Number
of Shares
Beneficially
Owned
Percent of
Outstanding

Shares¹
Additional Information
Herbert A. AllenA.~~Allen~~
~~18,098,576~~
*
18,098,576
*
Includes 6,000,000 shares held by ACI, 31,045 shares held by 12 trusts of which Mr. Allen, in each case, is one of three to five trustees, and 30,000 shares held by a foundation of which he is one of six directors. Mr. Allen disclaims beneficial ownership of the 30,000 shares held by the foundation. Also includes 37,531 shares held by a family member over which Mr. Allen has disclaimed beneficial ownership. Does not include ~~87,662~~102,850 share units deferred under the Directors’ Plan, which are settled in cash.
Ronald W. AllenW.~~Allen~~
~~24,000~~
*
24,000
*
Includes 4,000 shares held by a family member over which Mr. Allen has disclaimed beneficial ownership. Does not include ~~88,984~~107,515 share units deferred under the Directors’ Plan, which are settled in cash.
Marc Bolland~~Bolland~~
~~10,000~~
*
10,000
*
Does not include ~~14,889~~25,185 share units deferred under the Directors’ Plan, which are settled in cash.
AnaBotín
~~2,500~~
*
2,500
*
Shares held by a Spanish limited company of which Ms. Botín and her husband are the indirect beneficial owners. Does not include ~~27,921~~40,835 share units deferred under the Directors’ Plan, which are settled in cash.
~~Richard~~Christopher C. DavisM.~~Daley~~
~~6,500~~
*
20,000
~~Shares held by a trust of which Mr. Daley is sole trustee and beneficiary.~~ *
Does not include ~~39,107~~9,380 share units deferred under the Directors’ Plan, which are settled in cash.
~~Christopher~~Barry DillerC.~~Davis~~
~~20,000~~
*
6,000,000
~~Barry~~~~Diller~~
*
~~6,000,000~~
*
Includes 4,000,000 shares held by a trust of which Mr. Diller is sole trustee and beneficiary and 2,000,000 shares that may be acquired by this trust upon the exercise of call options, purchased from an unrelated third party, which are presently exercisable. Does not include ~~123,999~~144,884 share units deferred under the Directors’ Plan, which are settled in cash.
Helene D. GayleD.~~Gayle~~
~~3,000~~
*
3,000
*
Does not include ~~25,372~~36,372 share units deferred under the Directors’ Plan, which are settled in cash.
Alexis M. HermanM.~~Herman~~
~~2,000~~
*
2,000
*
Does not include ~~48,404~~60,953 share units deferred under the Directors’ Plan, which are settled in cash.
Robert A. KotickA.~~Kotick~~
~~70,018~~
*
70,018
*
Includes 18 shares held by a family ~~member through the Uniform Transfers to Minors Act.~~member. Does not include ~~37,270~~51,394 share units deferred under the Directors’ Plan, which are settled in cash.
Maria Elena
Lagomasino~~Elena~~
~~Lagomasino~~
~~23,631~~
*
23,631
*
Does not include ~~53,615~~70,278 share units deferred under the Directors’ Plan, which are settled in cash.
~~Sam~~Caroline J. Tsay~~Nunn~~
~~2,000~~
*
1,000
*
Does not include ~~151,344~~8,390 share units deferred under the Directors’ Plan, which are settled in cash.
42          The Coca-Cola Company
Table of Contents
Ownership of Equity Securities of the Company SHARE OWNERSHIP 7
Name       Aggregate
Number
of Shares
Beneficially
Owned       Percent of
Outstanding
Shares¹       Additional Information
David B. Weinberg 11,419,285 * Includes 776,930 shares held by family members over which Mr. Weinberg has sole dispositive power and 1,152,930 shares held by a family member’s living trust, 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 2,466,558 shares held by a family member’s marital grantor trust, 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 48,888 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 39,065 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 30,030 share units deferred under the Directors’ Plan, which are settled in cash.
James Quincey 1,853,004 * Includes 44,678 shares held by a family member, 3,724 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”), 200 shares of restricted stock and 1,599,841 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 8,382 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”), which are settled in cash post employment. Also does not include 195,973 unvested performance share units, which will be settled in shares upon vesting.
John Murphy 871,994 * Includes 2,143 shares held by a family member, 200 shares of restricted stock and 781,363 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 57,683 unvested performance share units, which will be settled in shares upon vesting.
Kathy N. Waller 1,248,635 * Includes 1,081,166 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 90,638 unvested performance share units, which will be settled in shares upon vesting.
Manuel Arroyo 67,874 * Includes 63,057 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020.
James L. Dinkins 219,050 * Includes 3,207 shares credited to Mr. Dinkins under the 401(k) Plan and 172,604 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 4,771 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 32,195 unvested performance share units, which will be settled in shares upon vesting.
Brian J. Smith 1,143,508 * Includes 36,225 shares credited to Mr. Smith under the 401(k) Plan, 200 shares of restricted stock and 1,013,610 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 15,911 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 76,989 unvested performance share units, which will be settled in shares upon vesting.
All Directors and executive officers as a group (25 persons) 43,290,728 1.01% Includes 79,631 shares credited under the 401(k) Plan, 800 shares of restricted stock and 8,622,546 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2020. Does not include 52,106 share units credited under the Supplemental 401(k) Plan and 688,066 share units deferred under the Directors’ Plan, all of which will be settled in cash. Also does not include 580,796 unvested performance share units and 17,517 unvested restricted stock units, which will be settled in shares upon vesting.
* Less than 1% of outstanding shares of Common Stock.
~~Caroline~~J.~~Tsay~~
¹
~~1,000~~
*
Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. Unvested performance share units and unvested restricted stock units, which will be settled in shares upon vesting, also are not included.
2020 Proxy Statement          43
~~2018 Proxy Statement~~ 42
~~Back to~~Table of Contents
Name
Aggregate
Number of Shares
Beneficially Owned
Percent of
Outstanding
Shares¹

Additional Information
David B. Weinberg
11,419,285
*

Includes 776,930 shares held by family members over which Mr. Weinberg has sole dispositive power and 1,152,930 shares held by a family member’s living trust, 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 2,466,558 shares held by a family member’s marital grantor trust, 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 39,700 shares held by two family trusts, 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 48,888 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 39,065 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 17,252 share units deferred under the Directors’ Plan, which are settled in cash.
Muhtar Kent
13,433,358
*

Includes 281,300 shares held by a foundation, of which Mr. Kent, his wife and children are trustees, 129,000 shares held by a trust of which Mr. Kent’s wife and his children are beneficiaries and an independent trust company is trustee and 134,000 shares held by a trust of which Mr. Kent and his children are beneficiaries and an independent trust company is trustee. Also includes 85,444 shares credited to Mr. Kent under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 12,093,878 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 71,474 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”) which are settled in cash post employment. Also does not include 168,893 unvested performance share units, which will be settled in shares upon vesting.
James Quincey
1,088,472
*

Includes 44,678 shares held by a family member, 2,156 shares credited to Mr. Quincey under the 401(k) Plan, 200 shares of restricted stock and 989,702 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 500 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 38,316 unvested performance share units and 72,838 unvested restricted stock units, which will be settled in shares upon vesting.
Kathy N. Waller
1,148,144
*

Includes 16,702 shares credited to Ms. Waller under the 401(k) Plan, 200 shares of restricted stock and 1,041,978 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 8,547 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 65,331 unvested performance share units, which will be settled in shares upon vesting.
Marcos de Quinto
1,060,464
*

Includes 200 shares of restricted stock and 868,103 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 62,491 unvested performance share units, which will be settled in shares upon vesting.
J. Alexander M. Douglas, Jr.
1,660,913
*

Includes 2,800 shares held by a family member, 12,005 shares credited to Mr. Douglas under the 401(k) Plan and 1,428,956 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 26,936 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 62,195 unvested performance share units, which will be settled in shares upon vesting.
Irial Finan
3,716,637
*

Includes 2,322 shares credited to Mr. Finan under the 401(k) Plan and 3,329,667 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 3,684 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 61,533 unvested performance share units, which will be settled in shares upon vesting.
All Directors and executive officers as a group
(31 persons)
63,571,631
1.48%

Includes 204,733 shares credited under the 401(k) Plan, 1,400 shares of restricted stock and 27,091,864 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 157,241 share units credited under the Supplemental 401(k) Plan and 715,819 share units deferred under the Directors’ Plan, all of which will be settled in cash. Also does not include 622,787 unvested performance share units and 82,616 unvested restricted stock units, which will be settled in shares upon vesting.
*
Less than 1% of outstanding shares of Common Stock.
1
Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. Unvested performance share units and restricted stock units, which will be settled in shares upon vesting, also are not included.
~~2018 Proxy Statement~~ 43
~~Back to Contents~~
7 SHARE OWNERSHIPDelinquent Section 16(a) Reports
Principal Shareowners
Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.
Name and Address
Aggregate Number of Shares
Beneficially Owned
Percent of Outstanding
Shares⁴
Berkshire Hathaway Inc.¹
3555 Farnam Street, Suite 1440
Omaha, Nebraska 68131
400,000,000
9.38%
The Vanguard Group²
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
284,276,178
6.67%
BlackRock, Inc.³
55 East 52^nd Street
New York, New York 10055
241,978,756
5.67%
1
Berkshire Hathaway, a diversified holding company, has informed the Company that, as of December 31, 2017, it held an aggregate of 400,000,000 shares of Common Stock through subsidiaries.
2
The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2018, reporting beneficial ownership as of December 31, 2017. The Vanguard Group reported that it has sole voting power with respect to 5,526,983 shares of Common Stock, sole dispositive power with respect to 277,901,284 shares of Common Stock, shared voting power with respect to 983,090 shares of Common Stock and shared dispositive power with respect to 6,374,894 shares of Common Stock.
3
The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 8, 2018, reporting beneficial ownership as of December 31, 2017. BlackRock, Inc. reported that it has sole voting power with respect to 208,080,766 shares of Common Stock, sole dispositive power with respect to 241,978,756 shares of Common Stock and no shared voting or dispositive power.
4
The ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own the number of shares reflected in the table above on February 26, 2018.
Name and Address       Aggregate Number of Shares
Beneficially Owned       Percent of Outstanding
Shares⁴
Berkshire Hathaway Inc.¹3555 Farnam Street
Omaha, Nebraska 68131 400,000,000 9.32%
The Vanguard Group²100 Vanguard Blvd.
Malvern, Pennsylvania 19355 317,271,500 7.39%
BlackRock, Inc.³55 East 52^nd Street
New York, New York 10055 274,136,686 6.39%
¹ Berkshire Hathaway Inc., a diversified holding company, has informed the Company that, as of December 31, 2019, it held an aggregate of 400,000,000 shares of Common Stock through subsidiaries.
² The information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2020, reporting beneficial ownership as of December 31, 2019. The Vanguard Group reported that it has sole voting power with respect to 5,958,601 shares of Common Stock, sole dispositive power with respect to 310,442,366 shares of Common Stock, shared voting power with respect to 1,247,472 shares of Common Stock and shared dispositive power with respect to 6,829,134 shares of Common Stock.
³ The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020, reporting beneficial ownership as of December 31, 2019. BlackRock, Inc. reported that it has sole voting power with respect to 236,106,718 shares of Common Stock, sole dispositive power with respect to 274,136,686 shares of Common Stock and no shared voting or dispositive power.
⁴ The ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own the number of shares reflected in the table above on February 24, 2020.
~~SECTION~~Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Reports
Section 16(a) of the 1934 Act requires the Company’s Directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC.
Based solely ~~upon our~~on a review of the reports filed for fiscal year ~~2017~~2019 and related written representations, ~~that no other reports were required,~~ we believe that all Section 16(a) reports were filed on a timely ~~basis.~~basis, except for a late filing of a Form 4 to report the acquisition of deferred share units by Maria Elena Lagomasino and the late filing of a Form 4 to report an option exercise by Lisa Chang’s husband. Additionally, each of Francisco Crespo, James L. Dinkins, Bernhard Goepelt, Robert Long, John Murphy, Alfredo Rivera and Brian J. Smith filed an amended Form 4 on May 24, 2019 to correct, due to an inadvertent administrative error, the number of options granted on February 15, 2018.
44          The Coca-Cola Company
Table of Contents
8 ~~2018 Proxy Statement~~ 44
Compensation
~~Back to Contents~~
~~COMPENSATION~~
~~ITEM 2 -~~
~~ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~
✹
~~What am I voting on?~~
~~Shareowners are being asked to approve, on an advisory basis, the compensation of the Named Executive Officers as described in the Compensation Discussion and Analysis beginning on~~ ~~page 46~~ ~~and the Compensation Tables beginning on~~ ~~page 65~~.
✹
~~Voting recommendation:~~

ITEM 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
WHAT AM I VOTING ON?
Shareowners are being asked to approve, on an advisory basis, the compensation of the Named Executive Officers as described in the Compensation Discussion and Analysis beginning onpage 46 and the Compensation Tables beginning onpage 69. VOTING RECOMMENDATION:
FOR the advisory vote to approve executive compensation. The Talent and Compensation Committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from shareowners. The Talent and Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
~~FOR~~ the advisory vote to approve executive compensation. The Compensation Committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from shareowners. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
The Company seeks a non-binding advisory vote from its shareowners to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning onpage 46and the Compensation Tables beginning onpage 6569.
In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and Compensation Tables sections. ~~Over the last several years, we have~~The Talent and Compensation Committee has made several key enhancements in recent years to our compensation programs in order to continue to improve the link between compensation and the ~~Company's~~Company’s business and talent strategies as well as the long-term interests of our shareowners.
The Board recommends that shareowners vote FOR the following resolution:
“RESOLVED, that the shareowners approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the Compensation Tables and the related narrative.”
Because your vote is advisory, it will not be binding upon the Board. However, the Board values shareowners’ opinions, and the Talent and Compensation Committee will ~~take into account~~consider the outcome of the advisory vote when considering future executive compensation decisions. The Board has adopted a policy of providing for annual advisory votes from shareowners on executive compensation. The next such vote will occur at the ~~2019~~2021 Annual Meeting of Shareowners.
~~The Board of Directors recommends a vote~~
The Board of Directors recommends a voteFOR~~FOR~~the advisory vote to approve executive compensation.
~~2018 Proxy Statement~~ 45
~~Back to Contents~~
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~Message from the Compensation Committee~~
2017 was a pivotal year for our Company, and we look different today than we did just one year ago. In addition to completing the refranchising of our bottling operations in the U.S. and China, we executed our leadership succession plan and transitioned to a new Chief Executive Officer, James Quincey, who announced his vision for the Company, as we continue to evolve to a total beverage company. Our growth strategy centers around a new operating model: where increased responsibility is placed on our local business units to accelerate performance; where we leverage new technologies to digitize our enterprise, externally—with customers and consumers—and internally to increase efficiency and productivity; where our corporate center is leaner and more agile, with our focus reoriented to key strategic initiatives, policy and governance; where we unlock the power of our people to drive growth; and where we deepen our enabling services to improve employee engagement. We also strengthened our long-standing link between the sustainability of our business and the sustainability of the communities we serve.
This new operating model is designed to enable an accountable, performance-driven growth culture—one with fewer employees, who are externally focused, empowered, fast and willing to take informed risks that will result in greater return for our shareowners. In short, we are focused on accelerating our transformation to a high-performing growth business.
Because the Company’s talent, incentive and reward programs are integral to achieving our growth strategy, in 2017 we undertook a comprehensive review of our compensation programs to ensure a continued focus on driving business growth and our desired high-performance culture. During the year-long review process, the Company asked for feedback from over 1,100 employees around the world, listened to feedback from you, our shareowners, reviewed external market data and researched the correlation between performance metrics and shareowner return over the past six years. As a result, three key focus areas for our compensation design emerged as we looked to refine our compensation and talent strategy for 2018 and future years:
~~Growth:~~ ~~Motivate and reward growth;~~
~~Differentiation and segmentation:~~ Invest in our top contributors and those with the greatest potential to drive future growth, giving everyone the opportunity to contribute and reach their full potential, while balancing our ability to attract and retain key talent; and
~~Simplicity and transparency:~~ ~~Provide simplicity and a better line of sight for employees while also focusing on key growth metrics and driving long-term shareowner value.~~
Consequently, beginning in 2018, annual incentive plan performance metrics will be divided equally between net operating revenue and operating income, and the long-term incentive plan performance metrics will be divided equally among net operating revenue, earnings per share and free cash flow. All participants in the annual and long-term incentive plans will be measured in part against the performance of the total Company, rather than just their operating unit or function, to ensure that everyone is invested in the total growth of the Company and is focused on its long-term success. We believe these metrics have a strong correlation to shareowner value, are easy to understand and will drive and reward growth behaviors and actions. We will continue to have a standing meeting each year dedicated to test the robustness and rigor of our incentive metrics and to drive our programs to adhere to our equity stewardship guidelines.
Progress toward non-financial goals that are critical to our business and reflect our commitment to sustainability also adds value for our shareowners and other stakeholders. However, we listened to shareowners regarding the level of discretion that was exercised in the executive annual incentive plan in past years and developed scorecards for our most senior executives that identify the categories on which they will be assessed for the 2018 performance year and thereafter. We will continue to develop more rigor around setting and assessing non-financial goals. We also reduced the maximum payout, and added a minimum threshold of performance that must be achieved before any payout is earned, under the executive annual incentive plan for 2018 and thereafter.
You will see in the rest of this Compensation Discussion and Analysis the details of our compensation programs, including the specific decisions we made for the 2017 Named Executive Officers and the rationale for them. We remain committed to listening to your feedback as we continue to evaluate and refine the Company’s compensation programs.

~~Maria Elena~~ ~~Helene D.~~ ~~Alexis M.~~
~~Lagomasino~~ ~~Gayle~~ ~~Herman~~
2020 Proxy Statement          45
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Talent and Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) has made under those programs, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2019, who are listed below and appear in the Compensation Tables beginning onpage 69.
In 2019, we implemented key changes in top leadership. Mr. Quincey was elected to serve as Chairman of the Board, in addition to serving as Chief Executive Officer, following the 2019 Annual Meeting. Ms. Waller retired from the Company in March 2019, and Mr. Murphy assumed the role of Executive Vice President and Chief Financial Officer following her retirement. In addition, Mr. Smith assumed the role of President and Chief Operating Officer and Mr. Arroyo assumed the role of President, Asia Pacific Group, both effective January 1, 2019. In December 2019, we announced that Mr. Arroyo would also assume the role of Chief Marketing Officer, which became effective January 1, 2020.
The titles below for our Named Executive Officers represent their current position/affiliation with the Company. Please see 2019 Compensation Decisions for Named Executive Officers beginning onpage 60and our 2019 Summary Compensation Table onpage 69for each Named Executive Officer’s position during 2019.
~~2018 Proxy Statement~~ 46
~~Back to Contents~~
~~Compensation Program Enhancements for 2018~~
We continue to make important enhancements to our compensation programs in order to further strengthen the link between compensation and the Company’s growth and talent strategies as well as the long-term interests of our shareowners. Over the last year, the Company focused on designing refreshed compensation programs for 2018 and thereafter. We:
Revised the annual incentive plan so that a percentage of all participants' awards will be based on total Company results. Reduced the maximum payout for the executive annual incentive plan from 250% to 200% for 2018 and thereafter. Retained the relative total shareowner return modifier to performance-based equity compensation awards for executives to further tie awards to long-term shareowner value. Refined performance metrics for performance-based equity compensation, focusing on net operating revenue, earnings per share and free cash flow. Refined performance metrics for the annual incentive plan to better align with our growth strategy, focusing on net operating revenue and operating income and no longer including unit case volume. Introduced scorecards for our most senior leaders that identify the categories on which they will be assessed. Added minimum threshold amounts to performance metrics that must be achieved in order for an executive to receive a payout from the annual incentive plan.
~~Checklist of Compensation Practices~~
~~What We Do~~     ~~What We Don’t Do~~

   ~~Vast majority of pay is performance-based and not guaranteed~~
   ~~Align pay and performance~~
   ~~Engage in a rigorous target-setting process for incentive metrics~~
   ~~Adhere to Equity Stewardship Guidelines~~
   ~~Apply share ownership and share retention policies~~
   ~~Provide limited perquisites with sound business rationale~~
   ~~Include “double-trigger” change in control provisions in equity awards~~
   ~~Prohibit hedging and short sales by executive officers and Directors~~
   ~~Discourage pledging of Company stock and require pre-approval~~
   ~~Regularly assess the risk-reward balance of our compensation programs in order to mitigate undue risks in our programs~~
   ~~Include clawback provisions in our key compensation programs~~

   ~~Generally, do not utilize employment contracts (unless required by law)~~
   ~~No dividends or dividend equivalents on unearned PSUs~~
   ~~No repricing of underwater stock options~~
   ~~No tax gross-ups for personal aircraft use or financial planning~~
   ~~No special change in control severance provisions for executive officers~~
   ~~No tax gross-ups related to change in control~~
~~2018 Proxy Statement~~ 47
~~Back to Contents~~
~~2017 Performance at a Glance~~
In 2017, we began transforming the culture of the organization to be more nimble and entrepreneurial. We made significant progress on our five strategic initiatives: accelerating growth of a leading consumer-centric brand portfolio; driving revenue growth; strengthening our system’s value creation advantage; digitizing the enterprise; and unlocking the power of our people.
~~2017 ACHIEVEMENTS~~
   ~~Executed leadership succession plan and transitioned to a new CEO~~
   ~~Implemented new operating model to support faster growth and empower field operations to act with more speed and independence~~
   Refined and simplified our incentive metrics for 2018 to better align with our growth performance and shareowner value creation while providing a better line of sight for employees into what they can affect
   ~~Introduced 500~~⁺ ~~new products into the market worldwide, including the successful global roll-out of~~ ~~Coke Zero Sugar~~ ~~in 20 markets~~
   ~~Entered the fast-growing U.S. ready-to-drink coffee category in February 2017 and gained value share for the full year~~
   ~~Diversified our growing portfolio through strategic investments, including~~ ~~Topo Chico~~~~, a sparkling water brand in the U.S., and~~ ~~AdeS~~~~, a plant-based beverage brand in Latin America~~
   ~~Continued focus on driving revenue growth, led by North America, which grew net operating revenues by 4%~~
   ~~Expanded our operating margin driven by productivity initiatives and refranchising~~
   ~~Announced incremental $800 million in productivity savings through 2019~~
   ~~Completed the refranchising of Company-owned bottling operations in the U.S. and China~~
~~Operating Results~~
~~VALUE SHARE~~     ~~REVENUE~~     ~~(15)%~~
~~Reported Net Operating Revenues~~ ~~+3%~~
~~Organic Revenues (Non-GAAP)~~
~~UNIT CASE VOLUME~~James Quincey 0% John Murphy ~~PROFIT~~Kathy N. Waller ~~(17)%~~Manuel Arroyo
~~Reported Income from Continuing~~
~~Operations Before Income Taxes~~ ~~+9%~~James L. Dinkins Brian J. Smith
Chairman of the
~~Comparable Currency Neutral Income from~~Board and Chief
~~Continuing Operations Before Income Taxes~~Executive Officer Executive Vice
~~(Structurally Adjusted) (Non-GAAP)~~President and
Chief Financial
Officer Former Executive
Vice President and
Chief Financial
Officer Chief Marketing
Officer and
President, Asia
Pacific Group President,
Coca-Cola
North America President and
Chief Operating
Officer
Note: Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural items, as applicable, as well as the impact of changes in foreign currency exchange rates. Comparable currency neutral income from continuing operations before income taxes (structurally adjusted) is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability, the impact of changes in foreign currency exchange rates, and the impact of structural changes. See Annex C for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
~~Return to Shareowners~~
46
TOTAL SHAREOWNER RETURN1 103% 10 yr 2008-2017 48% 5 yr 2013-2017 20% 3 yr 2015-2017 14% 1 yr 2017 Comparison of Five-Year Cumulative Total Shareowner Return3 In $ 50 100 150 200 250 $148 $208 $168 12/2012 12/2013 12/2014 12/2015 12/2016 12/2017 The Coca-Cola Company ~~(KO) Comparator Group S&P 500 Index in Net Share Repurchases in Dividends 2017 $6.3B $8.3 billion RETURNED TO SHAREOWNERS $2.0B2~~
1
~~Cumulative stock price appreciation plus dividends, with dividends reinvested quarterly.~~
2
~~Net share repurchases is a non-GAAP financial measure that reflects the net amount~~Table of purchases of stock for treasury after considering proceeds from the issuances of stock, the net change in stock issuance receivables (related to employee stock options exercised but not settled prior to the end of the year)Contents
Compensation Discussion and the net change in treasury stock payables (for treasury shares repurchased but not settled prior to the end of the year). See Annex C for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
3
Source: FactSet Research Systems Inc. This chart shows how a $100 investment in the Company’s Common Stock on December 31, 2012, would have grown to $148 on December 31, 2017, with dividends reinvested quarterly. The chart also compares the total shareowner return on the Company’s Common Stock to the same investment in the S&P 500 Index and the Company’s 2017 compensation comparator group (see ~~page 61~~) over the same period, with dividends reinvested quarterly. Includes the Company’s 2017 compensation comparator group for the five-year period whether or not a company was included in the group for the entire period. For foreign companies included in the comparator group, market value has been converted to U.S. dollars and excludes the impact of currency. Market returns are weighted by relative market capitalization and are adjusted for spin-offs and special dividends.
~~2018 Proxy Statement~~ 48
~~Back to Contents~~Analysis COMPENSATION 8
Our Compensation Philosophy and Core Principles
While we consider a number of factors in our pay decisions, we are guided by ~~three~~the following core philosophies and principles:
1. Pay for ~~Performance.~~
Performance
The great majority of pay for executives ~~should be~~is at-risk and performance-based with metrics aligned to the Company’s ~~short-term~~growth strategy. Company performance is assessed in two ways:
●The Company’s operating performance, including results against long-term growth targets
●Return to shareowners over time, both on an absolute basis and ~~long-term financial results and business strategy and with a clear connection~~relative to ~~each employee’s individual contribution and to increased value for our shareowners.~~other companies
Alignment with
Shareowners
2. ~~Maintain programs that will attract, engage and retain critical talent and drive future growth.~~Our compensation programs ~~should be designed~~align executives’ interests with those of our shareowners. A majority of pay for our Named Executive Officers is tied to Company and/or operating group performance. We maintain stock ownership guidelines for all executives, and we remain committed to Equity Stewardship Guidelines.
Provide Programs
that Drive Long-
Term Growth We invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values.
3.Simplicity and
Transparency Our programs include clear metrics and line of sight for employees.
Recognition
of Individual
Performance Non-financial goals, including environmental and social goals, are critical to our business, reflect our external responsibility as global leaders, and add value for our shareowners and other stakeholders. In addition, individual performance against our culture and leadership behaviors are also taken into consideration in recognition of individual performance. Executives are motivated to deliver results that align with Company values and shareowner interests.
Consider the
Coca-Cola ~~system.~~
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 ~~independent~~approximately 225 bottling partners around the globe. While the Company had ~~$35.4~~$37.3 billion in 2019 reported net operating revenue ~~in 2017,~~and employs approximately 86,000 people, the Coca-Cola system generates more than $100 billion in revenues, operates in ~~over~~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 ~~bottlers~~bottling partners and other partners. This 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 has wide remit to ensure that pay from the CEO down through the entire workforce 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 metrics that reward exceptional financial performance. In its discretion in determining CEO and Named Executive Officer pay, the Committee also can consider other factors that it regularly reviews, including shareowner and employee feedback, the advisory vote on compensation, CEO pay ratio, global pay fairness, progress against diversity metrics and others.

TALENT AND COMPENSATION COMMITTEE INSIGHTS
In Ms. Lagomasino’s letter on behalf of the Board, she discusses expansion of the scope of responsibilities of the Talent and Compensation Committee. The Committee will now have oversight over human capital management and culture, including diversity and inclusion, as well as compensation. How does the Committee plan on incorporating its new responsibilities?
We will have at least two meetings in 2020 focused on these new responsibilities. Our goal is to recognize the business opportunities, as well as potential risks, that the broader human capital issues present, and to provide oversight and guidance to management. Topics that the Committee intends to review include the Company’s strategies related to talent management, leadership development, retention, culture, employee engagement and education (through our in-house learning programs). The Committee will also evaluate our workplace diversity and inclusion, equality, fairness, compliance practices (including compliance with federal government requirements) and other policies and processes that promote equality and fairness and help the Company maintain a consistent and fair process when it comes to hiring and promoting.

2020 Proxy Statement          47
Table of Contents
~~Key Linkages between Pay~~8 COMPENSATIONCompensation Discussion and ~~Company Performance~~Analysis
Checklist of Compensation Practices
✓ WHAT WE DO
✕ WHAT WE DON’T DO
●Base the vast majority of pay on business performance; pay is not guaranteed
●Align pay and performance
●Engage in a rigorous target-setting process for incentive metrics
●Adhere to an equity burn rate commitment of 0.4% or less
●Apply share ownership and share retention policies
●Provide limited perquisites with sound business rationale
●Include “double-trigger” change in control provisions in equity awards
●Prohibit short sales, hedging and pledging of Company stock by executive officers and Directors
●Regularly assess the risk-reward balance of our compensation programs in order to mitigate undue risks in our programs
●Include clawback provisions in our key compensation programs
●No employment contracts unless required by law
●No dividends or dividend equivalents on unearned PSUs or RSUs
●No repricing of underwater stock options
●No tax gross-ups for personal aircraft use or financial planning
●No special change in control severance provisions for executive officers
●No tax gross-ups related to change in control
~~In the context of our compensation programs, we assess Company performance in two primary ways:~~

2019 Performance at a Glance
REVENUE GROWTH OPERATING INCOME GROWTH
9% 6% 10% 13%
Reported Net Revenues Organic Revenues (Non-GAAP) Reported Operating Income Comparable Currency Neutral
Operating Income (Non-GAAP)
EARNINGS PER SHARE CASH FLOW
$2.07 $2.11 $10.5billion $8.4billion
Reported EPS Comparable EPS (Non-GAAP) Cash from Operations Free Cash Flow (Non-GAAP)
1.
~~The Company’s operating performance, including results against long-term growth targets; and~~
2.
~~Return to shareowners over time, both on an absolute basis and relative to other companies.~~
~~In addition to Company performance, we evaluate individual performance when making compensation decisions.~~
~~Our compensation plans are designed to link pay and performance. As reflected above, 2017 was~~Note: Organic revenues is a ~~pivotal year~~non-GAAP financial measure that excludes or has otherwise been adjusted for the ~~Company~~impact of acquisitions, divestitures and structural changes, as ~~we executed our leadership succession plan~~applicable, and ~~transitioned to~~the impact of changes in foreign currency exchange rates. Comparable currency neutral operating income is a ~~new Chief Executive Officer, made progress on transforming~~non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability and the ~~culture~~impact of ~~our organization~~changes in foreign currency exchange rates. Comparable EPS is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and ~~announced changes~~equipment. SeeAnnex Cfor a reconciliation of non-GAAP financial measures to our ~~talent~~results as reported under GAAP.

SHAREOWNER RETURN
Dividends paid per Share Comparison of Five-Year Cumulative Total Shareowner return¹

57 YEARS
of consecutive dividend increases
$6.8 BILLION
paid to shareowners in 2019 through dividends

¹ Source: FactSet Research Systems Inc. This chart shows how a $100 investment in the Company’s Common Stock on December 31, 2014, would have grown to $154 on December 31, 2019, with dividends reinvested quarterly. The chart also compares the total shareowner return on the Company’s Common Stock to the same investment in the S&P 500 Index and the Company’s 2019 compensation comparator group (seepage 58) over the same period, with dividends reinvested quarterly. Includes the Company’s 2019 compensation comparator group for the five-year period whether or not a company was included in the group for the entire period. For foreign companies included in the comparator group, market value and total shareowner return have been converted to U.S. dollars. Market returns are weighted by relative market capitalization and are adjusted for spin-offs and special dividends.
48          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
Strategic Priorities 2019 Progress
Disciplined Portfolio Growth
●Continued to gain value share in total nonalcoholic ready-to-drink beverages on a global basis by gaining value share in 85% of our key markets.
●Trademark Coca-Cola grew retail value 6% for the second consecutive year, supported by contributions from innovations such as Coca-Cola with Coffee, which launched in 35 additional markets in 2019.
●Introduced Coca-Cola Energy in more than 45 markets.
●Completed the acquisition of Costa Limited (“Costa”), a coffee company with retail stores in more than 30 countries; acquired full ownership of C.H.I. Limited (“CHI”), an innovative, fast-growing leader in expanding beverage categories, including juices, value-added dairy and iced tea in West Africa.
●Continued to lift, shift and scale brands around the world with strong global growth in smartwater, which launched in eight additional markets in 2019, and scaled the innocent brand beyond its flagship market of Europe, with a launch in Japan during 2019.
Aligned and Engaged System
●The Coca-Cola system achieved its largest global value share gains in almost a decade.
●Executed revenue growth management strategies (analytical processes to deliver the right brand and package at the right price in each channel and market to drive revenue growth) in 15 additional markets in 2019 as the system continued to focus on value over volume.
●The Coca-Cola North America system has invested nearly $750 million over the past three years to support its innovation and revenue growth management agenda, including expanding availability of popular mini-cans, which again grew double digits in 2019.
Winning with our Stakeholders
●Bottles made from 100% recycled PET were available in 12 markets in 2019; Coca-Cola Sweden announced it would be the first market in the world to transition to 100% recycled PET for all plastic bottles made in-country.
●Announced a new science-based carbon emissions reduction target: By 2030, the Company aims to reduce its total carbon emissions across its full value chain 25% below where they were in 2015, aligned with the goals of the Paris Agreement.
●Used nearly 30% recycled plastic across total portfolio of PET bottles in Western Europe.
●Invested $19 million in a new bottle-to-bottle recycling facility in the Philippines.
●In the United States, teamed with partners and major competitors to launch the “Every Bottle Back” program, which includes a new, $100 million industry fund that will be used to improve sorting, processing and collection in areas with the biggest infrastructure gaps to help increase the amount of recycled plastic available to be remade into beverage bottles.
2020 Proxy Statement          49
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
TALENT AND COMPENSATION COMMITTEE INSIGHTS
When does the Committee review and make decisions regarding compensation ~~philosophy. As we continued~~and the Company’s people and culture approach?
We have a robust annual cycle to ~~evolve into a total beverage company,~~plan, review and execute the ~~Company achieved or exceeded its full-year guidance~~executive compensation process, which includes year-round engagement with our shareowners. We intend to dedicate at least two meetings in 2020 to focus on our people and ~~accomplished major milestones in strengthening~~culture strategy and the ~~system and returning to a capital-light organization, including a fully refranchised bottling system in~~corresponding impact on the ~~U.S.~~performance of the Company.
When evaluating pay reported in the ~~2017~~2019 Summary Compensation Table against Company performance, it is important to consider the timing of compensation decisions and which performance period informs each of the annual and long-term incentive awards. For instance:
✹
~~annual incentive awards reported for 2017 were decided in February 2018 and reflect Company and individual performance in 2017 (see~~ ~~page 56~~
● Annual incentive awards reported for 2019 were decided in February 2020 and reflect Company and individual performance in 2019 (seepage 52); and
✹
~~long-term incentive awards reported for 2017 were granted in February 2017 and reflect Company and individual performance in 2016 (see~~ ~~page 57~~).
~~The following highlights linkages between pay and Company performance over the last four years:~~
Annual Incentives Driven by Company Performance in a Single Year Performance Share Units Reflect Company Performance Over a Three-Year Period Performance Share Unit (PSU) Payouts Linked to Key Metrics over Three-Year Performance Period Last Four PSU Performance Periods* Certified: 2 Below Threshold 2 Above Target * 2012-2014, 2013-2015, 2014-2016 and 2015-2017. See page 58 for metrics, targets and status of outstanding annual PSU programs. Annual Incentive Payouts* Linked to Key Metrics for Performance Year** 2014 2015 2016 2017 80% 111% 84% 66% * Does not include individual performance amounts (see page 56). ** See page 56 for 2017 metrics, targets and results. Metrics, targets and results for the 2016, 2015 and 2014 annual incentives can be found in the 2017, 2016 and 2015 proxy statements, respectively, previously filed with the SEC.
~~2018 Proxy Statement~~ 49
~~Back to Contents~~
~~2017~~
~~Compensation Decisions for Named Executive Officers~~
~~The 2017 compensation decisions were approved for our Named Executive Officers based on Company and individual performance.~~
~~Chief Executive Officer~~
~~James Quincey~~
President and Chief Executive Officer*
~~2017 Performance Highlights:~~
~~KEY ACCOMPLISHMENTS~~
~~LEADERSHIP~~
●
   ~~Continued the transformation of the Company to focus on a new growth strategy, which includes the consumer-centric Beverages~~Long-term incentive awards reported for ~~Life approach of evolving to a total beverage company.~~
   ~~Built a leadership team to support the Company’s new growth strategy.~~
   Elevated the Chief Innovation Officer position and, for the first time at the Company, appointed a Chief Growth Officer, which resulted in a broader and deeper approach to portfolio development built on a brand framework of explorer (emerging brand experimentation), challenger (potential future category leaders), and leader (established brands managed to maximize long-term profit).
   Led the Company’s development of its new World Without Waste plan in 2017, which was unveiled in early 2018. One of the Company’s goals is to help collect and recycle a bottle or can for every one it sells by 2030, bringing back the equivalent of 100% of its packaging.
   Announced that the Company supports the current recommendation by several leading health authorities, including the World Health Organization, that people should limit their intake of added sugar to no more than 10% of their total energy/ calorie consumption per day. To help consumers make progress toward this goal, the Company is reducing the sugar in its beverages, reducing package sizes, launching new beverages with less added sugar and using marketing efforts to make people more aware of low and no-sugar options.
~~OPERATIONAL~~
   ~~Announced an incremental $800 million in productivity savings through 2019.~~
   Led the Company to expand its consumer-centric product portfolio, with a continued focus on value over volume, which included the launch of more than 500 products around the world, including many low- and no-calorie options.
   ~~Expanded the Company’s portfolio, including entering the fast-growing U.S. ready-to-drink coffee category, introducing two U.S. brands,~~ ~~Honest~~ ~~and~~ ~~smartwater~~~~, into multiple international markets, and successfully launching the global roll-out of~~ ~~Coke Zero Sugar~~ ~~in 20 markets.~~
   ~~Provided system leadership to support continued refranchising efforts in North America, Africa, China and Latin America.~~
~~PEOPLE AND CULTURE~~
   ~~Introduced a new operating model designed to accelerate performance, increase efficiency and productivity, drive growth and improve employee engagement.~~
   ~~Drove the design and implementation of a new compensation strategy to align total employee rewards to the growth strategy of the Company.~~
   ~~Led efforts to change the Company’s culture to emphasize speed, agility, accountability and a test-and-learn approach.~~
~~Compensation Decisions:~~
~~Base Salary:~~ No executive officer received an annual merit increase for 2017. Effective May 1, 2017, when Mr. Quincey assumed the role of Chief Executive Officer, his base salary was increased to $1,300,000. Effective April 1, 2018, Mr. Quincey’s base salary will be increased to $1,500,000 to align his salary to the competitive market.
~~Annual Incentive:~~ ~~$2,368,493, comprised of $1,994,520 from applying the Company Performance Factor (80% for 2017) under the plan formula and $373,973 for individual performance (see~~ ~~page 56). The individual performance amount was determined based on the 2017 performance highlights described above.~~
~~Long-Term Incentive:~~ ~~Mr. Quincey received a long-term incentive grant~~2019 were granted in February ~~2017 valued at $6,114,152, split into 2/3 performance share units~~2019 and ~~1/3 stock options.~~
*   Mr. Quincey served as President and Chief Operating Officer through April 30, 2017. Mr. Quincey succeeded Mr. Kent as Chief Executive Officer effective May 1, 2017.

~~2018 Proxy Statement~~ 50
~~Back to Contents~~
~~Chairman of~~reflect the ~~Board and Former Chief Executive Officer~~
~~Muhtar Kent~~
Chairman of the Board and Former Chief Executive Officer*
~~2017 Performance Highlights:~~
In 2017, Mr. Kent served as Chairman of the Board and Chief Executive Officer through April 30, 2017. He continued as Chairman when Mr. Quincey became Chief Executive Officer on May 1, 2017. Before this change, Mr. Kent worked to build a strong foundation and created processes to ensure a smooth, seamless and well-executed transition. He provided guidance to Mr. Quincey and worked closely with the Board on the Company’s growth strategy and redesigned operating model. The Company continued to make strong progress on its refranchising plans. The Company and its bottling partners in Latin America also closed the acquisition of Unilever’s ~~AdeS~~ plant-based beverage business, expanding the Company’s portfolio of functional drinks in the region. Under Mr. Kent’s leadership, the Company and its global bottling partners reported 133% estimated water replenishment in 2017, with the Company being the first Fortune 500 company to replenish the equivalent of all of the water it uses globally. Mr. Kent continued his strong leadership in accelerating the development of diverse leadership talent, and he continued to be the executive sponsor of the Women’s Leadership Council. By mid-year 2017, the Company’s 5by20 program had empowered more than 1.9 million women in 66 countries, up from 1.75 million women and 64 countries by the end of 2016.
As Chairman, Mr. Kent continued to lead the Board and actively engaged Directors and committee chairs in all aspects of the business. Mr. Kent led an orderly and well-defined process for selecting two new Directors to stand for election to the Board at the 2018 Annual Meeting: Caroline Tsay and Christopher Davis. In doing so, Mr. Kent reinforced his commitment to gender diversity on the Board. Mr. Kent also ensured that the Board has a broad outlook on the Company’s talent pipeline and encouraged ongoing education of the Company’s Directors by facilitating market visits and meetings with management in the field to deepen Directors’ understanding of the business. Mr. Kent continued to represent the Company externally with key stakeholders.
~~Compensation Decisions:~~
~~Base Salary:~~ ~~No executive officer received an annual merit increase for 2017. Effective May 1, 2017, when Mr. Kent continued as Chairman of the Board, his base salary was reduced~~individual’s potential to ~~$1,000,000. Mr. Kent did not receive an annual increase for 2018.~~
drive future growth (see ~~Annual Incentive:~~ ~~$1,800,000, comprised of $1,600,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $200,000 for individual performance (see~~ page 56~~). The individual performance amount was determined based on the 2017 performance highlights described above.~~
~~Long-Term Incentive:~~ ~~Mr. Kent received a long-term incentive grant in February 2017 valued at $8,734,498, split into 2/3 performance share units and 1/3 stock options.~~
*   In addition to serving as Chairman of the Board, Mr. Kent served as Chief Executive Officer through April 30, 2017.
~~2018 Proxy Statement~~ 51
~~Back to Contents~~
~~Chief Financial Officer~~   54
~~Kathy N. Waller~~
Executive Vice President, Chief Financial Officer and President, Enabling Services*
~~2017 Performance Highlights:~~
Ms. Waller continued her strong leadership of the Global Finance function in 2017, delivering high standards of excellence in financial reporting and analysis, governance and controls and value creation. Under Ms. Waller’s leadership, the Finance organization continued to create value through strong management of cash and capital, including sound global M&A investments; support of the North America refranchising initiative; and driving efficiency and standardization within the core financial activities. In May 2017, Ms. Waller assumed new responsibilities to include the management of Global Technical, Aviation and Integrated Services. The newly created Integrated Services organization consolidates functional support processes, including Human Resources, Finance, Procurement and other service-related activities for managing the business and for supporting associates around the world. This structure created the opportunity to simplify, standardize and automate work processes. Ms. Waller launched a multi-year initiative to upgrade and refresh core financial and information systems that will generate additional productivity and efficiency. She continued strong people and leadership development across the Company, with a focus on attracting and retaining talented associates and developing women and diverse talent for leadership roles.
~~Compensation Decisions:~~
~~Base Salary:~~ No executive officer received an annual merit increase for 2017. Effective May 1, 2017, when Ms. Waller assumed additional responsibilities as President, Enabling Services, her base salary was increased to $850,000. Ms. Waller did not receive an annual increase for 2018.
~~Annual Incentive:~~ ~~$956,250, comprised of $850,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $106,250 for individual performance (see~~ ~~page 56). The individual performance amount was determined based on the 2017 performance highlights described above.~~
~~Long-Term Incentive:~~ ~~Ms. Waller received a long-term incentive grant in February 2017 valued at $2,827,806, split into 2/3 performance share units and 1/3 stock options.~~
*   In addition to serving as Executive Vice President and Chief Financial Officer, Ms. Waller assumed the role of President, Enabling Services effective May 1, 2017.
~~2018 Proxy Statement~~ 52
~~Back to Contents~~
~~Other Named Executive Officers~~
~~Marcos de Quinto~~
Former Executive Vice President and Chief Marketing Officer*
~~2017 Performance Highlights:~~
Mr. de Quinto was the Chief Marketing Officer until May 1, 2017, when he transitioned into a new strategic consulting role advising the Company’s executive leadership. Mr. de Quinto provided direction to continue to build the Company’s worldwide marketing capabilities and portfolio of brands while improving productivity. He led the completion of the Company’s roll-out plan for the Coca-Cola “one brand” strategy and the “Taste the Feeling” campaign. Mr. de Quinto was instrumental in leading the relaunch of the ~~Fanta~~ brand, which included new positioning, product formulas, packaging, a new campaign and integrated marketing communications work. Mr. de Quinto also continued to lead key initiatives to accelerate the development of talent and differentiating capabilities across the Global Marketing function, as well as initiatives relating to innovative agency management and compensation models.
~~Compensation Decisions:~~
~~Base Salary:~~ ~~No executive officer received an annual merit increase for 2017. Mr. de Quinto will be retiring from the Company on August 31, 2018.~~
~~Annual Incentive:~~ ~~$573,566, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see~~ ~~page 56~~).
~~Long-Term Incentive:~~ ~~Mr. de Quinto received a long-term incentive grant in February 2017 valued at $3,097,112, split into 2/3 performance share units and 1/3 stock options.~~
*   Mr. de Quinto served as Executive Vice President and Chief Marketing Officer through April 30, 2017, when he transitioned to Senior Creative Advisor.
~~J. Alexander M. Douglas, Jr.~~
~~Executive Vice President and President, Coca-Cola North America~~
~~2017 Performance Highlights:~~
~~Under Mr. Douglas’ leadership, Coca-Cola North America continued to deliver solid operational and financial results in 2017. The Company completed the transformation~~Below are highlights of the ~~Company’s franchise bottling system in the U.S. to realign the economic model between the~~Committee’s intended key agenda items for 2020:
50          The Coca-Cola Company ~~and its bottlers to accelerate local investment and growth. As stewards~~
Table of the Company’s largest refranchising initiative, Mr. Douglas and his team managed the transition of more than 55,000 employees, more than 50 production facilities and 1.3 billion physical cases of volume from Company to independent franchise ownership over the course of four years. Coca-Cola North America also continued to reinvigorate value growth in sparkling soft drinks while expanding its total beverage portfolio with a focus on growing value across an increasingly wide variety of products and packages, including growth of our value-added dairy portfolio and the launch of ready-to-drink coffee, driving significant expansion in the coffee category. Coca-Cola North America gained value share in total nonalcoholic ready-to-drink beverages in 2017.
~~Compensation Decisions:~~
~~Base Salary:~~Contents ~~No executive officer received an annual merit increase for 2017. Mr. Douglas retired from the Company on March 1, 2018.~~
~~Annual Incentive:~~ ~~$723,445, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see~~ ~~page 56~~).
~~Long-Term Incentive:~~ ~~Mr. Douglas received a long-term incentive grant in February 2017 valued at $2,401,982, split into 2/3 performance share units and 1/3 stock options.~~
~~2018 Proxy Statement~~ 53
~~Back to Contents~~
~~Irial Finan~~
~~Executive Vice President and President, Bottling Investments Group~~
~~2017 Performance Highlights:~~
Compensation Discussion and Analysis COMPENSATION 8
Mr. Finan’s continued leadership of the Bottling Investments Group (“BIG”) contributed to the Company’s strong performance in 2017. He led the BIG team in accelerating the bottler refranchising strategy with the sale of BIG’s former China bottling operations and the completion of the refranchising of the Company-owned bottling operations in the U.S. He helped shape the future of bottling operations in Japan and Europe by representing the Company on the boards of Coca-Cola East Japan and Coca-Cola European Partners. In southwest Asia, he led the building of a new facility in Bangladesh and returned the India bottler to growth in the latter half of the year. Mr. Finan continued to invest in people development, increasing the ethnic and gender diversity of his senior leadership team.
~~Compensation Decisions:~~
~~Base Salary:~~ ~~No executive officer received an annual merit increase for 2017. Mr. Finan will be retiring from the Company on March 31, 2018.~~
~~Annual Incentive:~~ ~~$1,097,723, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see~~ ~~page 56~~).
~~Long-Term Incentive:~~ ~~Mr. Finan received a long-term incentive grant in February 2017 valued at $3,457,427, split into 2/3 performance share units and 1/3 stock options.~~
~~Brian J. Smith~~
~~Executive Vice President and President, Europe, Middle East and Africa Group~~
~~2017 Performance Highlights:~~
Mr. Smith’s first full year of leading the Europe, Middle East and Africa Group resulted in strong performance across multiple markets. Following the creation of Coca-Cola European Partners and Coca-Cola Beverages Africa, Mr. Smith led the bottlers to reinvest a portion of their scale synergies in enhanced competitive advantages, including increased sales force, new revenue growth management capabilities, more coolers and expanded production capacity. Similarly, Mr. Smith led initiatives to strengthen the Company’s brand portfolio, such as the relaunch of ~~Coke Zero Sugar~~, product reformulations and portion-control packs to renew sparkling soft drink growth and disciplined expansion across other beverage categories, through differentiated global and regional brands, innovation and higher value business models. Mr. Smith focused on leadership development increasing the ethnic and gender makeup of his operating leadership team. Finally, Mr. Smith progressed on the Company’s sustainability agenda, highlighted by the joint announcement with Coca-Cola European Partners of the Company’s goal to double the amount of recycled plastic used in its bottles in Western Europe to 50%+ by 2020.
~~Compensation Decisions:~~
~~Base Salary:~~ ~~No executive officer received an annual merit increase for 2017. Mr. Smith did not receive an annual increase for 2018.~~
~~Annual Incentive:~~ ~~$731,250, comprised of $650,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $81,250 for individual performance (see~~ ~~page 56). The individual performance amount was determined based on the 2017 performance highlights described above.~~
~~Long-Term Incentive:~~ ~~Mr. Smith received a long-term incentive grant in February 2017 valued at $2,401,982, split into 2/3 performance share units and 1/3 stock options.~~
~~2018 Proxy Statement~~ 54
~~Back to Contents~~
Elements of Executive Compensation ~~and Link to Strategy~~
We ~~have~~provide three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide limited perquisites (seepage 6357) and standard retirement and benefit plans (seepages 63 67and ~~98)~~104).
~~2017~~2019 TOTAL DIRECT COMPENSATION*~~Total~~~~Direct~~Compensation*
~~CEO** 12% 63% Base Salary Long-Term Incentives 25% Annual Incentive Other Named Executive Officers 15% 68% Base Salary Long-Term Incentives 17% Annual Incentive~~
*
~~Base salary, actual annual incentive and the grant date fair value of the annual long-term incentive award for 2017.~~
**
~~Represents CEO pay for Mr. Quincey, as reported for purposes of the 2017 Summary Compensation Table (see~~ ~~page 65). Mr. Kent is included with the other Named Executive Officers.~~
~~Base Salary~~
~~Base salary is fixed cash compensation. Salary is reviewed annually and adjusted when appropriate based on market competitiveness. Increases are not automatic or guaranteed.~~
~~Base salary is delivered in return for the day-to-day job performed, as well as scope of responsibility, leadership skills and experience and is not intended primarily to reward performance.~~
~~Market competitive base salaries help attract and retain executive talent.~~
~~Annual and Long-Term Incentives~~
~~IMPORTANT FACTS ABOUT OUR INCENTIVE TARGETS~~ CEO OTHER NAMED
EXECUTIVE OFFICERS DESCRIPTION
Base Salary
Fixed cash compensation based on the market-competitive value of the skills and knowledge required for each role. Reviewed and adjusted when appropriate to maintain market competitiveness. Increases are not automatic or guaranteed.
Annual
Incentive
Designed to reward results in the prior year. Annual cash incentives based on:
●Company financial metrics chosen to drive our growth strategy (net operating revenue and operating income)
●Individual performance
Long-Term
Incentive
Forward-looking equity awards intended to motivate and reward potential to drive future growth and align the interests of employees and shareowners. Grants awarded in the form of stock options and performance share units.
2019 performance measures:
●Net operating revenue
●Earnings per share
●Free cash flow
●Total shareowner return modifier

* Base salary, actual annual incentive and the grant date fair value of the long-term incentive award for 2019.

IMPORTANT FACTS ABOUT OUR INCENTIVE TARGETS

Rigor of Incentive Metrics Choice of Incentive Metrics ~~Rigor of Incentive Metrics~~
In 2019, the Committee held an additional dedicated meeting to test the robustness and rigor of our incentive metrics. The Committee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short and long term and establishing realistic but rigorous targets that continue to motivate and retain executives.

In setting our performance payout curves, the Committee considered the following:

●Performance levels necessary to achieve our long-term goals and deliver superior shareowner returns
●The likelihood of achieving various levels of performance based on historical results over a ten-year period
●Metrics, program designs and results at companies in our comparator group
●Performance relative to our comparator companies
The key financial metrics in our incentive plans ~~for 2017 (net operating revenue, profit before tax, unit case volume~~align with our growth strategy, are widely used measures to evaluate the success of our business by investors, are prevalent amongst our compensation comparator group and ~~economic profit growth) drive~~are highly correlated with long-term value creation. ~~During~~To evaluate performance in a manner consistent with how management evaluates our operating results and trends, the ~~2017 review of~~key financial metrics in our ~~compensation programs, we further refined the performance metrics for 2018 to align with our new growth strategy, focusing solely~~annual and long-term incentive plans are measured on ~~net operating revenue and operating income for the annual incentive plan and net operating revenue, earnings per share and free cash flow for long-term performance-based awards.~~
a non-GAAP basis. We make certain adjustments when calculating these results, such as for the impact of foreign currency exchange rates, items impacting comparability, changes in financial accounting reporting regulations, and costs and other financial implications associated with corporate transactions.

Our targets are currency neutral because the Committee believes incentive targets should measure the underlying results of the business, and business leaders should be encouraged to make decisions that drive long-term sustainable growth rather than to address short-term currency ~~fluctuations or items impacting comparability.~~fluctuations. This philosophy has been in place for several years, and we review this issue regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations.
2020 Proxy Statement          51
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
BASE SALARY
Base salary is fixed cash compensation delivered in return for day-to-day job responsibilities, leadership skills and experience. The Committee annually reviews base salary of our Named Executive Officers at its February meeting and makes adjustments when appropriate based on market competitiveness. Market competitive base salaries help attract and retain executive talent. The Committee may also make periodic adjustments in connection with promotions or changes in responsibility. Base salary is not intended to reward past performance.
~~In 2017, we continued to enhance the target-setting process to test the robustness~~See 2019 Compensation Decisions for Named Executive Officers beginning onpage 60for 2019 base salary determinations for each of our ~~already strong incentive targets and performance curve setting.~~
Named Executive Officers.
~~The setting of our performance payout curves considered the following:~~
–
~~Performance levels necessary to achieve our long-term goals and deliver superior shareowner returns.~~
–
~~The likelihood of achieving various levels of performance based on historical results over a ten-year period.~~
–
~~Metrics, program designs and results at companies in our comparator group.~~
–
~~Performance relative to our comparator companies.~~
~~The Compensation Committee continues to have an additional standing meeting each year to devote more time to this important process.~~
~~2018 Proxy Statement~~ 55
~~Back to Contents~~ANNUAL INCENTIVE COMPENSATION
~~Annual Incentive Compensation~~
~~Overview~~OVERVIEW
Annual cash incentives are determined under the Performance Incentive Plan of The Coca-Cola Company (the “Performance Incentive Plan”)~~. In 2017, approximately 14,000 employees participated in the Performance Incentive Plan.~~
and are designed to reward annual performance and individual contributions that support business results and strategy. Awards for ~~executive officers~~our Named Executive Officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth ~~metrics~~strategy (“~~Company~~Business Performance Factor”), as well as the executive’s individual performance (“Individual Performance Amount”).
2019 ANNUAL INCENTIVE FORMULA
BASE SALARY
×
TARGET
PERCENTAGE
×
BUSINESS
PERFORMANCE
FACTOR
+
INDIVIDUAL
PERFORMANCE
AMOUNT¹
=
ANNUAL
INCENTIVE AMOUNT
¹ The maximum percentage of an individual’s target award that could be awarded for individual performance in 2019 was 30%.
BUSINESS PERFORMANCE FACTOR
●
Targets are informed by our long-term growth target ranges. Targets are designed to be challenging but achievable.
●
For Ms. Waller and Messrs. Quincey, Murphy and Smith, the Business Performance Factor was determined using a score that was weighted 50% for overall Company net operating revenue growth and 50% for overall Company operating income growth (“Overall Company Performance”).
●
For Mr. Arroyo, who had responsibility in 2019 for the Company’s Asia Pacific Group and Bottling Investments Group (“BIG”), and Mr. Dinkins, who had responsibility in 2019 for the Company’s North America Group, the Business Performance Factor was determined using a score that was weighted 50% for Overall Company Performance, as described above, and 50% for the performance of their respective operating group(s), measured by net operating revenue growth and operating income growth, each weighted equally.
●
Actual net operating revenue and operating income growth results were rounded to the nearest half percent, and then the funding for each performance metric was weighted to determine the final Business Performance Factor.
●
For 2019, the earned payout could range from 0% to 200% of the target incentive. The maximum payout is set to be difficult to achieve. For example, to achieve the maximum payout for net operating revenue growth, the Company would have had to achieve 18.5% growth in 2019.
●
The overall Company targets and results for 2019 were as follows:
Performance Metric* Target** Result Weighting Weighted
Result
Net Operating Revenue Growth
143% 50% 71%
Operating Income Growth
133% 50% 67%
Overall Company Performance Factor 138%
52          The Coca-Cola Company
Table of Contents
~~For 2017, the financial measures were profit before tax, net operating revenue~~Compensation Discussion and ~~unit case volume.~~Analysis COMPENSATION 8
*
Net operating revenue growth was initially calculated as 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 changes in foreign currency exchange rates. Operating income growth is initially calculated as 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 changes in foreign currency exchange rates, and the impact of structural changes. Items impacting comparability include asset impairments, productivity and reinvestment initiatives, transaction gains/losses, Coca-Cola Beverages Africa Proprietary Limited (“CCBA”) unrecognized depreciation and amortization, and other items. Structural changes generally refer to acquisitions and divestitures of bottling and distribution operations, including the impact of intercompany transactions among our operating segments. Using these adjusted measures of net operating revenue and operating income growth are appropriate because it provides a more consistent comparison against the prior year. For 2019, the initial calculated amounts for net operating revenue and operating income were adjusted to include several acquisitions. Therefore, the final 2019 annual incentive targets and actual results include the acquisitions of Costa, CHI and the Philippine bottling operations.
**
The specific targets for the Asia Pacific Group, BIG and the North America Group are not disclosed because they relate to business operations in specific geographies and disclosure would result in competitive harm.
~~See 2017 Compensation Decisions~~The base salary, target annual incentive and 2019 Business Performance Factor for each of our Named Executive Officers ~~beginning on~~ ~~page 50~~ ~~for details of the 2017 annual incentives paid to the Named Executive Officers.~~were as follows:
~~2017~~~~Annual~~~~Incentive~~~~Formula~~
Name         Base Salary
(12/31/2019)
($)         Target
(%)         Target Annual
Incentive
($)         Business
Performance Factor
(%)
Mr. Quincey $1,600,000 200% $3,200,000 138%
Mr. Murphy 800,000 125% 1,000,000 138%
Ms. Waller¹ 850,000 125% 1,062,500 138%
Mr. Arroyo² 598,500 125% 748,125 147%
Mr. Dinkins³ 594,000 125% 742,500 124%
Mr. Smith 850,000 175% 1,487,500 138%
¹
Ms. Waller’s annual incentive was prorated for the time spent in her position through March 15, 2019.
~~Base Salary~~²
X
For Mr. Arroyo, the Business Performance Factor was weighted 50% for Overall Company Performance (at 138%), 25% for Asia Pacific Group performance (at 133%) and 25% for BIG performance (at 178%).
³
~~Target Percentage~~ X
For Mr. Dinkins, the Business Performance Factor was weighted 50% for Overall Company
Performance
~~Factor~~
+ ~~Individual~~
~~Performance~~
~~Amount~~ = ~~Annual~~
~~Incentive~~
Amount* (at 138%) and 50% for North America Group performance (at 109%).
*
The annual incentive plan includes a pool funding feature intended to allow the awards to Named Executive Officers to meet the requirements for tax deductibility under Section 162(m) of the Tax Code for 2017. The maximum pool that can be used to pay annual incentives to Named Executive Officers is 0.40% of the Company’s comparable income before income taxes, and there is an additional cap of 0.15% of comparable income before income taxes for the Chief Executive Officer. The Compensation Committee does not expect to award the full amount authorized by this pool funding, and the amounts awarded for 2017 are well below these maximums.

2017 Named Executive Officer Target Annual Incentive

Name

Base
Salary
(12/31/2017)

Target (%)

Target
Annual
Incentive ($)

Mr. Kent
$
1,000,000

200%
$
2,000,000

Mr. Quincey*
$
1,300,000

192%
$
2,493,150

Ms. Waller
$
850,000

125%
$
1,062,500

Mr. de Quinto*
$
784,088

91%
$
716,958

Mr. Douglas
$
723,445

125%
$
904,306

Mr. Finan
$
914,769

150%
$
1,372,154

Mr. Smith
$
650,000

125%
$
812,500

*
The targets for Mr. Quincey and Mr. de Quinto are prorated based on the time spent in their respective positions though April 30, 2017, and the time spent in their respective positions through December 31, 2017. Mr. Quincey’s target was 175% through April 30, 2017, and 200% thereafter. Mr. de Quinto’s target was 125% through April 30, 2017, and 75% thereafter.
~~Company Performance Factor~~
INDIVIDUAL PERFORMANCE AMOUNTS
~~Targets are informed by our long-term growth target ranges and our annual business plan. Targets are designed to be challenging but achievable.~~
~~Actual results (rounded to the nearest half percent) are compared to the target, and then the percentage achieved is weighted to determine the final Company Performance Factor.~~
For 2017, the payout curve is linear from 0% to 200% of the target. The maximum payout is 200% of the target and set to be difficult to achieve. For example, to achieve the maximum payout for net operating revenue growth, the Company would have had to achieve 8% growth in the year.
2017 Targets and Results
Performance Metric*
Target

Actual
Performance

Result (% of the
Target Achieved)

Weighting

Weighted
Result

Profit Before Tax Growth
7.0
%
8.5%

121%

50%

61%

Net Operating Revenue Growth
4.0
%
3.0%

75%

25%

19%

Unit Case Volume Growth
1.5
%
0.0%

0%

25%

0%

Company Performance Factor
80%

*
Profit before tax growth and net operating revenue growth are calculated after adjusting for the impact of currency and certain items impacting comparability. These measures differ from profit before tax and net operating revenue reported under GAAP, primarily due to the impact of currency, asset impairments/restructuring, productivity and reinvestment program, net charges by equity investees, transaction gains/losses and other items. In addition, these measures are calculated after adjusting for the impact of structural items. Structural items generally refer to acquisitions or dispositions of bottling and distribution operations and consolidation or deconsolidation of bottling and distribution entities for accounting purposes. Using these adjusted measures of profit before tax growth and net operating revenue growth is appropriate because it provides a more consistent comparison against the prior year.
~~2018 Proxy Statement~~ 56
~~Back to Contents~~
~~Individual Performance Amounts~~
For the Named Executive Officers, consideration is given for contributions to overall Company results and ~~business/operating unit~~operational goals; contributions toward global strategic ~~initiatives, including the areas of People, Planet, Productivity, Partners, Portfolio~~initiatives; and ~~Profit; and other priorities, including the~~ individual contributions toward ~~the new operating model and accelerating~~evolving the Company’s culture to accelerate our transformation to a high-performing growth business. An Individual Performance Amount may be awarded based on an assessment of an executive’s individual performance throughout the ~~year.~~year as guided by the individual’s scorecard. The scorecard provides a framework to define more clearly specific action items in three key areas: leadership, operational, and people and culture. The maximum percentage of an ~~individual's~~individual’s target award that could be awarded for individual performance in ~~2017~~2019 was ~~50%,~~30%.
See 2019 Compensation Decisions for Named Executive Officers beginning onpage 60for details of the 2019 annual incentives paid to each of our Named Executive Officers.
2020 Proxy Statement          53
Table of Contents
8 COMPENSATIONCompensation Discussion and ~~no Named Executive Officer received an Individual Performance Amount exceeding 15% of his or her target award in 2017. See 2017 Compensation Decisions for Named Executive Officers beginning on~~ ~~page 50~~.Analysis
~~Long-Term Incentive Compensation~~LONG-TERM INCENTIVE COMPENSATION
~~Overview~~OVERVIEW
The Company grants long-term incentive compensation to reward performance over the longer term and align the interests of employees with shareowners. The majority of these awards are performance-based. In ~~2017,~~2019, all annual long-term incentive awards were equity-based for Named Executive Officers and other senior executives and leaders, and cash-based for other eligible employees. In 2017, approximately 6,600 employees received long-term incentive compensation during the annual grant in February, of which approximately 650 employees received equity awards.
~~Annual long-term incentive awards are made in February of each year.~~
~~A limited number of other awards may be granted throughout the year in exceptional cases.~~
~~See 2017 Compensation Decisions for Named Executive Officers beginning on~~ ~~page 50~~ ~~for details of the 2017 long-term equity awards granted to~~our Named Executive Officers.
All equity awards are subject to our Equity Stewardship ~~Guidelines implemented in 2014.~~Guidelines. An update regarding our ~~2017~~2019 progress against these guidelines is included below under Equity Stewardship Guidelines and Scorecard.
~~Long-Term Incentive Annual Awards: Amounts and Performance Measures~~LONG-TERM INCENTIVE ANNUAL AWARDS: AMOUNTS AND PERFORMANCE MEASURES
The Compensation Committee sets award ranges for long-term incentive compensation for each job grade at the senior executive levels. In 2017, the ranges were informed by surveys of our comparator group’s and similar companies’ pay practices. The Compensation Committee does not target a specific percentile ranking against our 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 potential and to reflect support of the larger Coca-Cola system. In 2017, the actual grant value of long-term incentive compensation awarded within such ranges was individually determined at the discretion of the Compensation Committee. Consideration was given to the individual’s skills, experience and future potential, as well as the individual’s and Company’s performance in the prior year.
Once the value of the long-term incentive award is determined, the Compensation Committee grants a portion of the award in stock options and a portion in PSUs. When determining the number of stock options awarded, a Black-Scholes value is first calculated and a floor and ceiling are applied based on a 30-day average stock price. This stock option “guardrail” increases predictability, helps manage the burn rate commitment and is intended to mitigate against excessively high and low Black-Scholes values. For stock option grants in 2017, the low end of our guardrail was used, which valued options at 20% of the 30-day average stock price. This resulted in fewer stock options being granted than the pure Black-Scholes model would have suggested.~~PSUs are valued based on a 30-day average stock price for purposes of determining target award values.~~
~~Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2017~~
●
The Committee sets award ranges for long-term incentive compensation for each job grade at the senior executive levels. In 2019, the ranges were informed by surveys of our comparator group’s and similar companies’ pay practices. The Committee does not target a specific percentile ranking against our comparator group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including to reflect support of the larger Coca-Cola system. Consideration is also given to the individual’s skills, experience and future potential.
●
Once the value of the long-term incentive award is determined, the Committee grants a portion of the award in options and a portion in performance share units (“PSUs”). Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2019 Summary Compensation Table may not reflect the same stock option and PSU values described below.
HOW STOCK OPTION AWARD AMOUNTS WERE DETERMINED
●
When determining the number of stock options awarded, a Black-Scholes value is calculated and a floor and ceiling are then applied based on a 30-day average stock price. This “guardrail” helps manage our burn rate commitment and mitigate against excessively high and low Black-Scholes values.
●
For stock option grants in 2019, our guardrail was used, which valued options at 20% of the 30-day average stock price. This resulted in fewer stock options being granted than what would have been granted using a pure Black-Scholes model.
HOW PSU ~~values described above.~~TARGETS WERE DETERMINED
~~How PSU Targets Were Determined~~
For 2017, performance measures for the annual PSU awards were growth in economic profit and growth in net operating revenue. Economic profit is net operating profit after tax less the cost of capital used in the business, after adjusting for the impact of structural changes that are significant to the Company as a whole, accounting changes and certain other items impacting comparability.
Performance targets for growth in these metrics were derived from the three-year business plan and then set by the Compensation Committee after a detailed review, which included conducting probability analyses, benchmarking performance and evaluating the practices of comparator companies. Participants receive 35% of the award at the threshold level of achievement, 100% of the award at the target level and 150% of the award at the maximum level, prior to application of the total shareowner return multiplier. With the total shareowner return multiplier, payouts can range from 0% to 187.5%.
●
PSUs are valued based on a 30-day average stock price for purposes of determining target award values.
●
For 2019, performance measures for the annual PSU awards were equally weighted among growth in net operating revenue, earnings per share and free cash flow and include a relative total shareowner return (“TSR”) modifier.
●
Performance targets for growth in these metrics were derived from the three-year business plan and then set by the Committee after a detailed review, which included conducting probability analyses, benchmarking performance and evaluating the practices of comparator companies. For awards granted in 2019, participants would receive 50% of the award at the threshold level of achievement, 100% of the award at the target level and 200% of the award at the maximum level, prior to application of the TSR modifier. With the TSR modifier applied, payouts can range from 0% to 250%.
●
Beginning with the PSUs granted in 2018, ~~Proxy Statement~~
57we removed the one-year holding period after certification of performance, consistent with market practice.
~~Back to Contents~~PERFORMANCE SHARE UNITS: RELATIVE TOTAL SHAREOWNER RETURN MODIFIER AND STATUS OF PROGRAMS
~~Performance Share Units: Relative Total Shareowner Return Modifier and Status of Programs~~RELATIVE TSR MODIFIER
~~Relative Total Shareowner Return Modifier~~
~~PSU awards include a total shareowner return modifier to further link awards to shareowner value creation.~~
~~The number of shares earned from PSU awards will be reduced or increased if total shareowner return over the three-year performance period relative to our compensation comparator group (see~~ ~~page 61) falls outside of a defined range. Specifically, after the performance results are certified, the award will be modified up or down as follows:~~
●
PSU awards for executives include a TSR modifier to further link awards to shareowner value creation.
●
The number of shares earned from PSU awards will be reduced or increased if total shareowner return over the three-year performance period relative to our compensation comparator group (seepage 58) falls outside of a defined range. Specifically, after the performance results are certified, the award will be modified up or down as follows, if applicable:

If total shareowner return over the three-year performance period is:
Then:
At or above the 75^thpercentile of the comparator group
The award will be increased 25%
At or above the 25^thand below the 75^thpercentile of ~~our~~the comparator group
No change to the award
Below the 25^thpercentile of ~~our~~the comparator group
The award will be decreased 25%
54          The Coca-Cola Company
~~Status~~Table of ~~Annual~~Contents
Compensation Discussion and Analysis COMPENSATION 8
STATUS OF ANNUAL PSU ~~Programs~~PROGRAMS
Performance
Period

and Measure
~~Performance Measure~~
~~Threshold, Target and~~
~~Maximum~~ Performance Levels
Status
2017-2019^1,3,4
~~2014-2016~~^1,370%compound
annual growth in
economic profit
~~Compound annual~~
~~growth in economic profit~~
~~Threshold = 6.9%~~
~~Target = 8.9%~~
~~Maximum = 10.9%~~
●Results were certified in February ~~2017.~~
2020.
●Economic profit compound annual growth ~~was at~~and net operating revenue compound annual growth were both above the ~~maximum level, and the~~target level. The relative ~~total shareowner return~~TSR modifier was not triggered up or down, as total shareowner return was above the 25^th percentile ~~and~~but below the 75^th percentile. Final payout was certified at ~~150%, which was driven by effective management of currency neutral operating results and capital. The shares earned were subject to an additional holding period through February 2018.~~
~~2015-2017~~^2,3
~~70% compound annual~~
~~growth in economic profit~~
~~30% net operating revenue growth~~⁴
~~Threshold = 4.5%~~
~~Target = 7.1%~~
~~Maximum = 9.1%~~
~~Threshold = 1.1%~~
~~Target = 4.0%~~
~~Maximum = 5.9%~~
~~Results were certified in February 2018.~~
~~Economic profit growth was at the maximum level, and net operating revenue growth was below the target level~~145% for total company performance. The relative total shareowner return modifier was not triggered up or down, as total shareowner return was above the 25th percentile and below the 75th percentile. Final payout was certified at 131% for total companyCompany performance, which was primarily driven by strong performance in net operating profit after tax and effective management of ~~currency neutral operating profit results and~~ capital. The shares earned are subject to an additional holding period through February ~~2019.~~
2021.
~~2016-2018~~^2,3
~~70%~~ 30%compound
annual
~~growth in economic profit~~
~~30% compound annual~~
growth in net
operating revenue⁴
~~Threshold = 3.9%~~
~~Target = 7.9%~~
~~Maximum = 11.9%~~
~~Threshold = 3.0%~~
~~Target = 5.0%~~
~~Maximum = 7.0%~~
2018-2020^2,4,5,6
1/3compound
annual growth in
net operating revenue
~~Through~~●At December 31, ~~2017,~~2019, payout iswas projected ~~near~~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 ~~2019,~~2021, including applying the relative ~~total shareowner return~~TSR modifier, ~~and any shares earned will be subject to an additional holding period through February 2020.~~
if applicable.
~~2017-2019~~^2,31/3compound
annual growth in
earnings per share
~~70%~~ 1/3cumulative free
cash flow
2019-2021^2,4,5,6,7
1/3compound
annual
~~growth in economic profit~~
~~30% compound annual~~
growth in net
operating revenue⁴
~~Threshold = 5.0%~~
~~Target = 8.4%~~
~~Maximum = 11.8%~~
~~Threshold = 2.0%~~
~~Target = 4.0%~~
~~Maximum = 6.0%~~
~~Through~~●At December 31, ~~2017,~~2019, payout iswas projected ~~near~~above the target level. Company performance over the remaining years of the performance period will determine the number of shares earned, if any.
●Results will be certified in February ~~2020,~~2022, including applying the relative ~~total shareowner return~~TSR modifier, ~~and any shares earned will be subject to an additional holding period through February 2021.~~
if applicable.
1/3compound
annual growth in
earnings per share
1/3cumulative free
cash flow
^{1Participants receive 50% of the award at the threshold level, 100% of the award at the target level and 150% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.}
2
Participants receive 35% of the award at the threshold level, 100% of the award at the target level and 150% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.
²
Participants receive 50% of the award at the threshold level, 100% of the award at the target level and 200% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.
³
Economic profit is net operating profit after tax less the cost of capital used in the business. The calculation of economic profit growth for the ~~2014-2016 and 2015-2017 periods~~2017-2019 period was ~~adjusted, and the 2016-2018 and 2017-2019 periods will be~~ adjusted to exclude items impacting comparability and to exclude acquisitions, divestitures and structural ~~items~~changes that ~~are~~were significant to the Company as a whole, including the refranchising of bottling territories in North America. ~~For all of these periods, economic~~Economic profit growth is calculated on a currency neutral basis. In addition, economic profit growth for the 2017-2019 period was adjusted for the impact of adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), which was adopted by the Company effective January 1, 2018.
⁴
~~The 2015-2017~~For all periods, the PSU program provides for net operating revenue growth to be based on three one-year comparable currency neutral net operating revenue growth targets tied to total Company or group/business unit results, as applicable. The net operating revenue growth target for the 2015-2017 PSU program included in the table above is the one-year 2017 total Company target. The 2016-2018 and 2017-2019 PSU programs provide for comparable currency neutral net operating revenue growth to be based on a three-year compound annual growth target tied to total Company results. This measure differs from net operating revenue growth reported under GAAP, primarily due to the impact of currency and items impacting comparability. ~~In addition, the~~The calculation of comparable currency neutral net operating revenue growth for the ~~2015, 2016 and 2017 periods~~2017-2019 period was adjusted, and the ~~2016-2018~~2018-2020 and ~~2017-2019~~2019-2021 periods will be adjusted, to exclude acquisitions, divestitures and structural ~~items~~changes that are significant to the Company as a whole, including the refranchising of bottling territories in North America. In addition, net operating revenue growth for the 2017-2019 period was adjusted, and the 2018-2020 period will be adjusted, for the impact of adoption of ASC 606.
2020 Proxy Statement          55
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
⁵ ~~2018 Proxy Statement~~
The 2018-2020 and 2019-2021 PSU programs provide for comparable currency neutral earnings per share growth to be based on a three-year compound annual growth target tied to total Company results. This measure differs from earnings per share reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral earnings per share growth for the 2018-2020 and 2019-2021 periods will be adjusted to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, including the refranchising of bottling territories in North America. In addition, earnings per share for the 2018-2020 period will be adjusted for the impact of adoption of ASC 606.
⁶ 58
The 2018-2020 and 2019-2021 PSU programs provide for free cash flow to be based on a cumulative three-year absolute target amount tied to total Company results. 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 will be adjusted for the impact of currency. Free cash flow will also be adjusted for certain cash payments for pension plan contributions and acquisitions, divestitures and structural changes that are significant to the Company as a whole.
⁷
The net operating revenue, earnings per share and free cash flow targets for the 2019-2021 PSU program include the acquisitions of Costa, CHI and the Philippine bottling operations.
See 2019 Compensation Decisions for Named Executive Officers beginning onpage 60for details of the 2019 long-term incentive awards granted to each of our Named Executive Officers.
~~Back to Contents~~
~~Other Long-Term Incentive Awards~~OTHER LONG-TERM INCENTIVE AWARDS
The vast majority of equity awards are made as part of the annual long-term incentive grants in February of each ~~year. During~~year; however, the Committee may during the course of the year ~~a limited number of~~determine to grant additional equity awards, ~~may be granted, either as~~which typically have been limited and in the form of time-based restricted stock units or performance-based awards.
For 2017, time-based restricted stock units were typically used for critical retention situations, make-whole awards for newly hired employees who forfeited equity awards at a prior employer, awards when employees return to the Company from bottlers, special recognition, promotions or when other forms of awards are not available for legal or tax reasons.
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 awards in ~~2017.~~2019.
~~Equity Stewardship Guidelines and Scorecard~~EQUITY STEWARDSHIP GUIDELINES AND SCORECARD
~~In 2014, we~~We have adopted Equity Stewardship Guidelines, which specify how we will use long-term equity ~~compensation.~~compensation with respect to the global employee population. The Equity Stewardship Guidelines can be viewed on the Company’s website at~~www.coca-colacompany.com/equity-stewardship-guidelines~~.www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance” and then “Documents.”
~~Primary features of~~Under the Equity Stewardship Guidelines, ~~include:~~
Awe have committed to a burn rate ~~commitment of 0.8% in 2015 and an average~~ of 0.4% ~~thereafter,~~or less, which makes availability of shares used for equity awards more certain.
~~Increased transparency by providing an Equity Scorecard.~~
~~Commitment~~ With respect to ~~continue share repurchases with 100% of~~dilution, it is our intention to use the proceeds from ~~the exercise of~~ stock ~~options as needed~~option exercises by employees to ~~reduce potential dilution.~~
~~The Equity Scorecard below provides information~~repurchase shares over time, minimizing dilution, but such proceeds may at times be used for ~~2017:~~
~~The annual equity awards represent the vast majority of equity awards granted during the year.~~
Overhang primarily includes outstanding awards granted under plans (“Prior Plans”) in place prior to adoption of The Coca-Cola Company 2014 Equity Plan, as amended (the “2014 Equity Plan”). Awards from Prior Plans that expire or are forfeited will not be issued or available for future issuance. Overhang will decline each year as equity awards are exercised or realized, and as awards from Prior Plans expire or are forfeited.
~~In the Equity Scorecard, actual dilution is how much the equity issued to employees reduces the value of existing shares.~~other corporate purposes. Actual dilution is expected to continue to be less than 1% per ~~year going forward, because 100%~~year. This approach provides us the flexibility to consider share repurchases in the context of our overall capital allocation strategy.
For transparency, we also provide an Equity Scorecard. The Equity Scorecard below provides information for 2019.
●
The annual equity awards represent the vast majority of equity awards granted during the year.
●
Total overhang includes outstanding awards granted under plans (“Prior Plans”) in place prior to adoption of The Coca-Cola Company 2014 Equity Plan, as amended (the “2014 Equity Plan”). Awards from Prior Plans that expire or are forfeited will not be issued or available for future issuance. Total overhang will decline each year as equity awards are exercised or realized, and as awards from Prior Plans expire or are forfeited.
●
In the Equity Scorecard, actual dilution is how much the equity issued to employees reduces the value of existing shares.
56          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
2019 EQUITY SCORECARD
      Description             2019
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. 0.28%
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 Guidelines¹ 1.70% 4.67% 6.37%
Actual Dilution A measure of how much the equity issued to employees reduces the value ofexisting shares.² 0.33%
¹ With the burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares estimated to be used is 200 million (based on Common Stock outstanding decreasing by 1% each year).
² Calculated by dividing the number of net shares issued to employees during the year by the average number of shares of Common Stock outstanding. The number of net shares issued represents the difference between the total number of shares issued and the number of shares repurchased solely using proceeds from employee stock option exercises. Does not include additional share repurchases which further mitigate dilution.
PERQUISITES AND OTHER PERSONAL BENEFITS
We provide a limited number of perquisites and other personal benefits to our Named Executive Officers. The table below summarizes and provides the business rationale for each of the ~~proceeds received from employee stock option exercises~~perquisites and other personal benefits provided to the Named Executive Officers in fiscal year 2019. The Committee reviews and carefully considers the reasonableness of and rationale for providing these perquisites and believes these perquisites are ~~used to repurchase shares~~consistent with market practice.
For more information about these perquisites and ~~our burn rate is below 1%~~other personal benefits, and their values, see the discussion beginning onpage 71. ~~The Company repurchases additional shares through its share repurchase program, which resulted in a decrease in Common Stock outstanding in 2017.~~
EQUITY SCORECARD

Description

2017

Burn Rate Commitment
Maximum burn rate of 0.8% in 2015 and a maximum average burn rate of 0.4% for the remaining life of 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.

0.35%

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 Guidelines¹

3.66%
4.70%
8.36%
Actual Dilution
A measure of how much the equity issued to employees reduces the value of existing shares.²

0.38%

1
With the burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares estimated to be used is 200 million (based on Common Stock outstanding decreasing by 1% each year).
2
Calculated by dividing the number of net shares issued to employees during the year by the average number of shares of Common Stock outstanding. The number of net shares issued represents the difference between the total number of shares issued and the number of shares repurchased solely using proceeds from employee stock option exercises. Does not include additional share repurchases which further mitigate dilution.
Category ~~2018 Proxy Statement~~ 59Business Rationale
Aircraft Usage
To allow travel time of our Chairman and Chief Executive Officer and President and Chief Operating Officer to be used productively for the Company; for security purposes due to the high profile and global nature of our business and our highly symbolic and well-recognized brands; and to ensure availability to respond to business priorities from any location around the world.
International Service Program
To promote global mobility and development opportunities for individuals working outside their home country.
Financial and Tax Planning
To address the complex tax and financial situations and assist in compliance with local country laws for a significant percentage of our senior executives with dual nationalities or work histories in a number of countries.
Other
Executive physicals are made available to set the example for active, healthy living.
~~Back to Contents~~
How We Make Compensation Decisions
~~Shareowner Engagement and Results of 2017 Advisory Vote on Executive Compensation~~
SHAREOWNER ENGAGEMENT AND RESULTS OF 2019 ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Company has a ~~long-standing~~longstanding shareowner outreach program and routinely interacts with shareowners on a number of matters, ~~(see~~ ~~page 33~~).
At the 2017 Annual Meeting of Shareowners, approximately 75% of the votes cast were in favor of the advisory vote to approve executive compensation. This is not the result that the Company was striving for. The Company recognized that it needed to take a critical look at some of its programs and, as a result, conducted an exhaustive review of its programs and listened to feedback received from shareowners. The 2018 plan design changes include adjustments to address the primary shareowner concern—the level of discretion exercised in the executive annual incentive plan in past years—through the introduction of scorecards for our most senior executives that identify the categories on which they will be evaluated for the 2018 performance year and in future years.
~~At the 2018 Annual Meeting of Shareowners, we are again holding an advisory vote to approve~~including executive compensation (seepage 30).
● At the 2019 Annual Meeting of Shareowners, approximately 97% of the votes cast were in favor of the advisory vote to approve executive compensation. The Company took into account these results as well as feedback received from shareowners during engagement sessions when making the decisions described in this Compensation Discussion and Analysis.
● At the 2020 Annual Meeting, we are again holding an advisory vote to approve executive compensation (seepage 45) and will continue to consider the results of the advisory vote when making future compensation decisions.
2020 Proxy Statement          57
Table of Contents)
8 COMPENSATIONCompensation Discussion and ~~will continue to consider the results of the advisory vote and engage with our shareowners.~~Analysis
~~Decision-Making Process and Role of Executive Officers~~DECISION-MAKING PROCESS AND ROLE OF EXECUTIVE OFFICERS
ROLE OF THE COMMITTEE
The Committee reviews and discusses the Board’s evaluation of the Chairman and Chief Executive Officer and makes preliminary determinations about his base salary, annual incentive and long-term incentive compensation. The Committee then discusses the compensation recommendations with the full Board, and the Committee approves final compensation decisions after this discussion.
ROLE OF THE CHIEF EXECUTIVE OFFICER
For other Named Executive Officers, the Chief Executive Officer considers performance and makes individual recommendations to the Committee on base salary, annual incentive and long-term incentive compensation. The Committee reviews, discusses, modifies and approves, as appropriate, these compensation recommendations.
TALENT AND COMPENSATION COMMITTEE RESOURCES AND TOOLS
The Committee uses several resources and tools, including competitive market information and “tally sheets,” which quantify each of the compensation elements as well as accumulated outstanding long-term equity awards and deferred compensation.
COMPENSATION COMPARATOR GROUP
The Compensation Committee reviews and discusses the Board’s evaluation of the Chairman and the Chief Executive Officer and makes preliminary determinations about their base salary, annual incentive and long-term equity compensation. The Compensation Committee then discusses the compensation recommendations with the full Board, and the Compensation Committee approves final compensation decisions after this discussion.
For other Named Executive Officers, the Chief Executive Officer considers performance and makes individual recommendations to the Compensation Committee on base salary, annual incentive and long-term equity compensation. The Compensation Committee reviews, discusses, modifies and approves, as appropriate, these compensation recommendations.
The Compensation Committee uses several resources and tools, including competitive market information and “tally sheets,” which quantify each of the compensation elements as well as accumulated outstanding long-term equity awards and deferred compensation.
~~Compensation Comparator Group~~
We use a comparator group of companies when making certain compensation decisions. The comparator group is used as a reference point, but compensation paid at other companies is not the ~~primary~~only 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 revenue and market capitalization of The Coca-Cola Company.
We routinely review the selection criteria and companies in our comparator group. There were no changes to the comparator group for 2019. In ~~2015, our Compensation~~2019, the Committee approved ~~changes effective for 2016 and 2017 on criteria as well as~~ updates to the ~~companies. We will review~~comparator group to be effective in 2020, which resulted in the addition of Starbucks Corporation to the comparator ~~group again in 2018.~~group.
The table below shows our criteria on how the comparator group was chosen and how it is used.
How the Comparator Group Was Chosen

How We Use the Comparator Group*
2019 Comparator Group
●Comparable size based on net operating revenue and market ~~capitalization.~~
capitalization
●Major global presence with sales and operations outside of the ~~U.S.~~
United States
●Large consumer products ~~business.~~
business
●Market-leading brands or category positions as defined by ~~Interbrand.~~
Interbrand
●Financially strong ~~companies.~~
companies
●Available compensation ~~data.~~
data

How We Use the Comparator Group*
●As an input in developing base salary ranges, annual incentive targets and long-term incentive award ~~ranges.~~
ranges
●To evaluate share utilization by reviewing overhang levels and annual run ~~rate.~~
rate
●To benchmark the form and mix of equity awarded to ~~employees.~~
employees
●To benchmark share ownership ~~guidelines.~~
guidelines
●To assess the competitiveness of total direct compensation awarded to senior ~~executives.~~
executives
●To assess talent and recruitment ~~practices.~~
practices
●To compare Company performance and validate whether executive compensation programs are aligned with Company ~~performance.~~
performance
●As an input in designing compensation plans, benefits and ~~perquisites.~~
perquisites
* Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some of these purposes when data is not publicly available for the foreign companies.

~~2018 Proxy Statement~~ 60
~~Back to Contents~~
~~The comparator group for 2017 was:~~
AT&T Inc.
~~Nestlé S.A.~~

Colgate-Palmolive Company
~~NIKE, Inc.~~

Danone
~~PepsiCo, Inc.~~
S.A.
General Mills, Inc.

International Business Machines Corporation
Johnson & Johnson
Kimberly-Clark Corporation
McDonald’s Corporation
Mondelēz International, Inc.
Nestlé S.A.
NIKE, Inc.
PepsiCo, Inc.
Philip Morris International Inc.
~~International Business Machines Corporation~~

Pfizer, Inc.
~~Johnson & Johnson~~

The Procter & Gamble Company
~~Kimberly-Clark Corporation~~

Unilever PLC
~~McDonald’s Corporation~~
~~Wal-Mart Stores,~~
Walmart Inc.
~~Mondelēz International, Inc.~~
*
Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some of these purposes when data is not publicly available for the foreign companies.
58          The Coca-Cola Company
~~Role~~Table of ~~the~~ Contents
Compensation ~~Consultant~~Discussion and Analysis COMPENSATION 8
ROLE OF THE COMPENSATION CONSULTANT
COMPENSATION CONSULTANT INDEPENDENCE
The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In ~~2017,~~2019, the ~~Compensation~~ Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its ~~compensation~~independent consultant. ~~The Compensation Committee did not engage any other advisor in 2017.~~
Meridian ~~provided research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept~~reports directly to the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of the Named Executive Officers. A representative of Meridian attended meetings of the Compensation Committee.
In accordance with the ~~Compensation~~ Committee’s Independent Compensation Consultant Policy, prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the ~~Compensation~~ Committee assesses the independence of the compensation consultant.
Under the Independent Compensation Consultant Policy, a consultant is considered independent if:
–
● The individual consultant and any consulting firm or organization that employs the consultant is independent of the Company;
● 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
● The consulting firm may not provide any other services to the Company without the prior written consent of the Committee Chair.
The ~~individual consultant and any consulting firm or organization that employs the consultant is independent of the Company;~~
–
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 Compensation Committee’s advisor; and
–
~~The consulting firm may not provide any other services to the Company without the prior written consent of the Compensation Committee Chair.~~
~~The Compensation~~ Committee assessed Meridian’s independence under the Independent Compensation Consultant 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 ~~Compensation~~ 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 ~~Compensation~~ Committee with confirmation of its independent status under the Independent Compensation Consultant Policy.
~~The Compensation~~ Based on this evaluation, the Committee ~~believes~~has determined that Meridian ~~is independent and there is no conflict~~met the criteria for independence.
COMPENSATION CONSULTANT DUTIES:
●Attends all meetings of ~~interest between Meridian and~~ the ~~Compensation Committee.~~
Committee, including executive sessions without management present
~~Risk Considerations~~
●
~~The Compensation Committee reviews the risks and rewards associated with~~Reviews the Company’s executive compensation ~~programs. The~~strategy and programs ~~are designed with features that the Compensation Committee believes mitigate risk without diminishing the incentive nature of the compensation. We believe our~~to ensure appropriateness and market-competitiveness
●Provides research, data analyses, survey information and design expertise in developing compensation programs ~~encourage~~for executives and ~~reward prudent business judgment~~incentive programs for eligible employees
●Regularly updates the Committee on market trends, changing practices, and ~~appropriate risk taking over~~legislation pertaining to executive compensation and benefits
●Advises the ~~short term and the long term.~~
~~Management and the Compensation~~ Committee ~~do not believe any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact~~ on the ~~Company.~~
appropriate comparator group for compensation and benefits
In 2017, the Company conducted, and the Compensation Committee reviewed, a global risk assessment. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan metrics, number of participants, maximum payments and risk mitigation factors.RISK CONSIDERATIONS
● ~~2018 Proxy Statement~~The Committee reviews the risks and rewards associated with the Company’s compensation programs. The programs are designed with features that the Committee believes mitigate risk without diminishing the incentive nature of the compensation. Our compensation programs encourage and reward prudent business judgment and appropriate risk taking over the short term and the long term.
● 61The Company’s incentive compensation programs contain appropriate risk mitigation factors, including award caps, multiple performance metrics, clawback features and ranges of awards. In addition, the share ownership and retention guidelines also mitigate risk.
● In 2019, the Company conducted, and the Committee reviewed, a global risk assessment. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan metrics, number of participants, maximum payments and risk mitigation factors. Management and the Committee do not believe any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.
2020 Proxy Statement          59
~~Back to~~Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
2019 Compensation Decisions for Named Executive Officers
TALENT AND COMPENSATION COMMITTEE INSIGHTS
The Talent and Compensation Committee is accountable for ensuring that the decisions made about executive compensation are in the best long-term interests of our shareowners. We strive to achieve this through adherence to our compensation philosophy and core principles and by carefully considering feedback received from shareowners to continually enhance our compensation programs.
The preceding pages of this Compensation Discussion and Analysis describe the steps we took in establishing the 2019 compensation of our Named Executive Officers. Our compensation programs are consistent with our business strategy, effectively link pay and performance, and align executive officers’ and shareowners’ interests.
We discussed the compensation recommendations with the full Board, and we approved the following final compensation decisions for each of the Named Executive Officers.

James QuinceyChairman of the Board and Chief Executive Officer
KEY RESPONSIBILITIES
In Mr. Quincey’s role as Chief Executive Officer, he was responsible for providing overall vision and strategy for the Company. Mr. Quincey was appointed Chairman of the Board following the 2019 Annual Meeting. In Mr. Quincey’s role as Chairman of the Board, he was responsible for consulting with and advising the Board on the business affairs of the Company, presiding over meetings of the Board and representing the Company to multiple stakeholders.
2019 COMPENSATION (MILLIONS)
2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Appointed Chairman of the Board in April 2019; worked closely with the Lead Independent Director on several key Board initiatives, including analyzing, reviewing and reorganizing the responsibilities for the Board’s committees.
●Introduced new Company purpose that serves as guidance and direction for long-term business growth and culture.
●Oversaw the continued development of the senior leadership team, including naming a new Chief People Officer and Chief Marketing Officer.
●Launched quarterly bottler summits to continue strengthening system health.
●Actively engaged with key external stakeholders, including numerous high-level government officials.
●Drove innovation for PET recycling through the Company’s pilot of bottles made using recovered and recycled marine plastics.
●Served as co-chair of the World Economic Forum Consumer Industry Steering Committee, vice co-chairman of the Consumer Goods Forum and founding member of the NYSE Board Advisory Council, which proactively addresses the critical need for inclusive leadership by connecting diverse candidates with companies seeking new board members.

BASE SALARY:

Effective April 1, 2019, Mr. Quincey’s base salary was increased 6.7% to $1,600,000 to align his salary to the competitive market.

ANNUAL INCENTIVE:

$5,152,000, comprised of $4,416,000 from applying his Business Performance Factor under the plan formula and $736,000 for individual performance (seepage 53). The 2019 scorecard highlights were considered in determining the Individual Performance Amount.

LONG-TERM INCENTIVE:

Mr. Quincey received a long-term incentive grant in February 2019 valued at $10,834,920, split into 2/3 performance share units and 1/3 stock options.
Operational
●Continued to lead the growth of the Company’s total portfolio, resulting in the largest value share gains in almost a decade.
●Expanded the Company’s product portfolio through a strategy of lifting, shifting and scaling brands around the world, with strong global growth in smartwater, which launched in eight additional markets in 2019, and scaled the innocent brand beyond its flagship market of Europe, with a launch in Japan in 2019.
●Drove growth in sparkling soft drinks, while reducing sugar, which resulted in, on a combined basis, 29% unit case growth for Coca-Cola Zero Sugar/Diet Coke/Coca-Cola reduced sugar.
●Launched nearly 400 low- and no-calorie beverage products globally.
People and
Culture
●Continued to drive the Company’s cultural shift toward an emphasis on empowerment, curiosity, inclusivity and agility.
●Launched Leading for Growth summit of top leaders from across the Company, advancing a roadmap toward becoming a more connected and networked organization.
●Demonstrated a continued focus on developing women and diverse talent for leadership roles.
●Championed significant investment in leadership training.
60          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
John MurphyExecutive Vice President and Chief Financial Officer
KEY RESPONSIBILITIES
Mr. Murphy served as Deputy Chief Financial Officer from January 1 to March 15, 2019, during which he worked with Ms. Waller to ensure a smooth transition of the Chief Financial Officer role. Effective March 16, 2019, Mr. Murphy assumed the role of Executive Vice President and Chief Financial Officer. In this role, he was responsible for leading the Company’s global finance organization, including mergers and acquisitions; investor relations; tax; treasury; audit; accounting and controls; financial reporting; real estate; and risk management.
2019 COMPENSATION (MILLIONS)
2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Drove high standards of excellence in financial reporting and analysis, governance and controls, value creation and stewardship of the Company’s assets.
●Provided leadership and direction for business planning and forecasting, along with strategies regarding capital allocation and cash management.
●Fostered strong stakeholder relationships by representing the Company during engagements with investors, lenders and other key stakeholders, including meetings with institutions and individuals representing nearly 60% of the Company’s active institutional ownership.
●Partnered with the CEO to set top quartile performance and growth aspirations for the Company and led communications and messaging about such aspirations across the Company.
●Represented the Company with media and local community stakeholders, supported the Company’s philanthropic initiatives through board service on The Coca-Cola Foundation, and served on the board of directors for Coca-Cola FEMSA.

BASE SALARY:

Effective January 1, 2019, when Mr. Murphy assumed responsibilities for his new role, his base salary was increased 45.5% to $800,000.

ANNUAL INCENTIVE:

$1,530,000, comprised of $1,380,000 from applying his Business Performance Factor under the plan formula and $150,000 for individual performance (seepage 53). The 2019 scorecard highlights were considered in determining the Individual Performance Amount.

LONG-TERM INCENTIVE:

Mr. Murphy received a long-term incentive grant in February 2019 valued at $3,972,800, split into 2/3 performance share units and 1/3 stock options.
Operational
●Led the creation and launch of a cohesive investment allocation process to further optimize global resources.
●Maintained strong focus on balance sheet optimization and implemented programs to divest certain key assets.
●Furthered the Company’s digitization efforts by supporting updates to the Company’s Enterprise Resource Planning software and systems, as well as launching a global digital workshop for associates to share accomplishments.
●Increased agility with continued focus on simplification of policies, financial tools and other growth-focused initiatives.
People and
Culture
●Continued strong people and leadership development across the Company, with a focus on developing and retaining talented employees, while also recruiting external talent with specialized skills and capabilities.
●Launched talent initiative to deliver future capabilities and resources, including development and succession plans for the top 150 global finance roles.
2020 Proxy Statement          61
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
Kathy N. WallerFormer Executive Vice President and Chief Financial Officer
KEY RESPONSIBILITIES
Ms. Waller served as Executive Vice President and Chief Financial Officer until March 15, 2019, when she retired from the Company. Her primary responsibility in this role was supporting the transition of the leadership of the global finance organization to Mr. Murphy.
2019 COMPENSATION (MILLIONS)

2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Drove high standards of excellence in financial reporting and analysis, governance and controls, value creation and stewardship of the Company’s assets.
●Provided leadership and direction for 2019 business strategies regarding capital allocation and cash management in conjunction with the Chief Financial Officer transition.

BASE SALARY:

Ms. Waller retired effectiveMarch 15, 2019. She did not receive any adjustments to her base salary in 2019.

ANNUAL INCENTIVE:

$297,267 determined by applying her Business Performance Factor under the plan formula, and prorated for time spent in her position.

LONG-TERM INCENTIVE:

Ms. Waller did not receive a long-term incentive grant in 2019.
Operational
●Provided support and guidance for 2019 financial plans, including initiatives to transform the Company’s Enterprise Resource Planning software and related systems.
People and
Culture
●Successfully transitioned the Chief Financial Officer role to Mr. Murphy and led a succession program to ensure consistency of high performance and governance standards with senior finance leaders.
●Demonstrated continued focus on developing women and diverse talent for leadership roles and continued to mentor and support the Women’s Leadership Council, the Multi-Cultural Council and multiple business resource groups across the Company.
62          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
Manuel ArroyoPresident, Asia Pacific Group
KEY RESPONSIBILITIES
In Mr. Arroyo’s role as President of the Asia Pacific Group for 2019, he was responsible for overseeing the Company’s operations in 32 countries and leading a team of approximately 1,900 employees. In 2019, Mr. Arroyo was also responsible for leading BIG, which includes all Company-owned or consolidated bottling operations, regardless of geographic location. In his role leading BIG, he managed a team of approximately 43,000 employees.
2019 COMPENSATION (MILLIONS)

2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Led the operations of five business units: Greater China & Korea, Japan, Association of Southeast Asian Nations (“ASEAN”), India & Southwest Asia and South Pacific.
●Drove the process to further embed revenue growth management capabilities into business units across the Asia Pacific Group.
●Advanced the vision for Company-owned bottler value creation potential, including through the refranchising of Company-owned operations in Northern India.
●Drove the Asia Pacific Group’s implementation of digital transformation around e-commerce, B2B, marketing, and data and analytics.
●Appointed Chief Marketing Officer effective January 1, 2020.

BASE SALARY:

Effective January 1, 2019, when Mr. Arroyo assumed responsibilities of President, Asia Pacific Group, his base salary was increased 14.1% to $525,000. His base salary was subsequently increased, effective April 1, 2019, by 14.0% to $598,500 to align his salary to the competitive market.

ANNUAL INCENTIVE:

$1,174,556, comprised of $1,099,744 from applying his Business Performance Factor under the plan formula and $74,812 for individual performance (see page 53). The 2019 scorecard highlights were considered in determining the Individual Performance Amount.

LONG-TERM INCENTIVE:

Mr. Arroyo received a long-term incentive grant in February 2019 valued at $2,383,688, split into 2/3 performance share units and 1/3 stock options.
Operational
●Increased consumer base, in part due to digital campaigns, and added 1.4 million new customer outlets across Asia, led by China and India.
●Drove innovation through more than 300 new product launches, including Coca-Cola Energy in Japan and Coca-Cola reduced sugar across multiple markets throughout the Asia Pacific Group.
●Led the Asia Pacific Group’s acceleration of the Company’s World Without Waste initiative, which included moving all single-serve PET bottles in Australia to 100% recycled plastic.
People and
Culture
●Increased employee engagement across the Asia Pacific Group, including significant improvements in both the India & Southwest Asia and ASEAN business units.
●Increased diversity among senior leadership in the Asia Pacific Group.
●Developed talent and succession plans, including cross-system talent exchange with key bottlers, to foster employee development and drive system alignment.
2020 Proxy Statement          63
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
James L. DinkinsPresident, Coca-Cola North America
KEY RESPONSIBILITIES
In Mr. Dinkins’ role as President, Coca-Cola North America, he was responsible for overseeing the Company’s operations throughout the United States, U.S. territories and Canada. He provided franchise leadership to approximately 70 bottlers throughout North America and led a team of approximately 8,000 employees.
2019 COMPENSATION (MILLIONS)

2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Led the operations of five business units: USA Sparkling & Marketing, USA Stills, USA Minute Maid, USA Foodservice & On-Premise, and Canada.
●Improved commercial plan quality and readiness and inspired bottler confidence in aligned 2019 business plans that led to successful marketplace execution.
●Built national awareness of the Company’s “character story,” which highlights the Company’s product portfolio in the United States and the commitment to refresh and strengthen U.S. communities, driving improvement across key social metrics of trust, favorability and consumption intent.
●Teamed with partners and major competitors to launch the “Every Bottle Back” program, with a focus on improving sorting, processing and collection in areas with the biggest infrastructure gaps to help increase the amount of recycled plastic available to be remade into beverage bottles in the United States.
●Advanced long-term strategy regarding asset allocation for U.S. supply chain.
●Represented the Company on the boards for the American Beverage Association, the Grocery Manufacturers Association and the Food Marketing Institute Foundation.

BASE SALARY:

Effective April 1, 2019, Mr. Dinkins’ base salary was increased 8.0% to $594,000 to align his salary to the competitive market.

ANNUAL INCENTIVE:

$957,825, comprised of $920,700 from applying his Business Performance Factor under the plan formula and $37,125 for individual performance (see page 53). The 2019 scorecard highlights were considered in determining the Individual Performance Amount.

LONG-TERM INCENTIVE:

Mr. Dinkins received a long-term incentive grant in February 2019 valued at $2,022,517, split into 2/3 performance share units and 1/3 stock options.
Operational
●Led the launch of successful marketplace innovations throughout North America, including Coca-Cola Orange Vanilla, Sprite Lymonade, smartwater alkaline and antioxidant, Simply Watermelon and Simply Smoothies.
●Drove Coca-Cola North America’s digital transformation through the establishment of a digital integration office, with responsibility for all external system digital commerce.
●Exceeded customer retention and acquisition targets for the USA Foodservice & On-Premise business unit.
People and
Culture
●Developed robust and diverse succession plans for senior leaders with an emphasis on female and multicultural associates.
●Increased diversity among senior leadership team in Coca-Cola North America, with over 60% of team consisting of women and multicultural leaders.
●Implemented focused annual culture plan, which drove improved engagement scores across Coca-Cola North America.
64          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
Brian J. SmithPresident and Chief Operating Officer
KEY RESPONSIBILITIES
In Mr. Smith’s role as President and Chief Operating Officer, he oversaw the Company’s global operations, ensuring the Company’s vision as a total beverage company was embedded within the organization. He provided franchise leadership across the Company’s four geographic operating segments, including 21 business units, and approximately 225 bottling partners, as well as the Global Ventures Group, which is responsible for key investments, including Costa, innocent and doğadan.
2019 COMPENSATION (MILLIONS)

2019 SCORECARD HIGHLIGHTS:
COMPENSATION DECISIONS
Leadership
●Led the effort to embed revenue growth management capabilities across 15 additional markets in 2019.
●Oversaw the continued development of operations leadership, as well as the appointment of Costa leadership.
●Fostered strong bottler alignment on priorities and required investments through focused top-to-top leadership meetings, as well as larger system networking engagements.
●Embedded World Without Waste as a key priority into business units’ business plans and appointed a global champion to accelerate delivery of goals.

BASE SALARY:

Effective January 1, 2019, when Mr. Smith assumed responsibilities for the President and Chief Operating Officer role, his base salary was increased 30.8% to $850,000.

ANNUAL INCENTIVE:

$2,127,125, comprised of $2,052,750 from applying his Business Performance Factor under the plan formula and $74,375 for individual performance (see page 53). The 2019 scorecard highlights were considered in determining the Individual Performance Amount.

LONG-TERM INCENTIVE:

Mr. Smith received a long-term incentive grant in February 2019 valued at $4,333,977, split into 2/3 performance share units and 1/3 stock options.
Operational
●Strengthened the Company’s competitive position by gaining value share in total nonalcoholic ready-to-drink beverages.
●Grew the portfolio through disciplined focus on recruitment and consumer-centric innovations, such as Coca-Cola Energy, Sprite Lymonade, smartwater and Simply, supported by integrated execution strategies.
●Oversaw the successful integration and accelerated growth of the Costa and CHI acquisitions.
People and
Culture
●Oversaw the continued focus on system leadership, including appointing three new group presidents and five new business unit presidents.
●Led cultural change focused on embracing the Company’s growth behaviors and growth mindset, resulting in improvements in team growth behaviors and sustainable engagement across all four geographic operating segments.
●Developed succession plan framework for business unit presidents and bottling partner leadership.
2020 Proxy Statement          65
Table of Contents
8 COMPENSATIONCompensation Discussion and Analysis
Additional Compensation Information
~~Share Ownership Guidelines~~SHARE OWNERSHIP GUIDELINES
~~Share ownership guidelines align the executives’ long-term financial interests with those of shareowners.~~
~~All Named Executive Officers meet or exceed their share ownership guidelines.~~
~~The ownership guidelines, which cover approximately 65 executives, are as follows:~~
~~Role~~
●
Share ownership guidelines align the executives’ long-term financial interests with those of shareowners.
● All Named Executive Officers are in compliance with the share ownership guidelines.
● The ownership guidelines, which cover approximately 60 executives, are as follows:

Role Value of Common Stock to be Owned*
Chairman
~~8 times base salary~~
and Chief Executive Officer
8times base salary

President and Chief Operating ~~Business Presidents~~Officer
5times base salary

Executive ~~Vice Presidents~~vice presidents and ~~Group Presidents~~group presidents
4times base salary

Other senior executives
2times base salary

Business ~~Unit Presidents~~unit presidents below senior executive level
1times base salary

*
Shares are valued based on the average closing price of Common Stock for the prior one-year period.
~~Stock options do not count toward the ownership guideline, and PSUs count only after the performance criteria have been met.~~

● Stock options do not count toward the ownership guidelines, and PSUs count only after the performance criteria have been met.
● To ensure compliance with the guidelines, the Committee may direct that up to 50% of the annual cash incentive be withheld if an executive is not compliant. The Committee also may mandate the retention of 100% of net shares, after settlement of taxes and transaction fees, acquired pursuant to equity awards granted on or after January 1, 2009.
SHARE RETENTION POLICY
● To ensure that our executive officers exhibit a strong commitment to Company stock, we have adopted a Share Retention Policy. Our Share Retention Policy applies in addition to the share ownership guidelines described above.
● For equity awards granted between February 2013 and October 2017, executive officers are required to 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 one year after exercise/release of shares or separation from the Company.
● For equity awards granted starting in October 2017, executive officers who have not yet met their stock 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 stock ownership objective is met or separation from the Company.
● Limited exceptions apply for donations of stock to charities, educational institutions or family foundations and for sales or divisions of property in the case of divorce, disability or death. The Committee is authorized to grant waivers in exceptional circumstances.
CLAWBACKS
● The Company’s short-term and long-term performance compensation, including equity compensation, is subject to recoupment, or “clawback,” in certain circumstances. These clawback provisions apply while an individual is employed and, if an employee separates from employment, the later of one year from separation and payment of the applicable compensation.
● In addition to any clawbacks required by law, regulation or applicable listing standards, the 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, disclosing confidential information or trade secrets, accepting employment with competitors or soliciting Company employees.
66          The Coca-Cola Company
Table of Contents
Compensation Discussion and Analysis COMPENSATION 8
RETIREMENT AND BENEFIT PLANS
● Named Executive Officers participate in the same retirement and benefit plans as the broader population of non-union employees, as applicable. These plans provide for basic retirement needs and serve as a safety net to protect against the financial catastrophes that can result from illness, disability or death.
● Retirement plans generally include pension plans, retirement savings plans and deferred compensation plans. There are no special or enhanced pension formulas for the Named Executive Officers. See the 2019 Pension Benefits table onpage 78for the value of accumulated pension benefits for the Named Executive Officers.
● Benefit plans generally include medical, dental and disability plans.
CHANGE IN CONTROL
● The Company has change in control provisions in its annual Performance Incentive Plan, its equity plans and some of its retirement plans in which the Named Executive Officers participate. As described beginning onpage 80, equity plans include “double-trigger” change in control provisions.
● 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.
● 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.
● For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning onpage 80.
TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION
● Historically, section 162(m) of the Tax Code has limited the deductibility of certain compensation to $1 million per year for certain executive officers. While the Committee considers tax and accounting implications as factors when considering executive compensation, they are not the only factors considered. Other important considerations outweigh tax or accounting considerations. In addition, the Committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws.
● Historically, the Company’s annual and long-term incentive plans were structured with the intent of being exempt from the deduction limitation of Section 162(m) by enabling the Committee to grant compensation that constitutes “qualified performance-based compensation” under Section 162(m) of the Tax Code, if the Committee determined to do so.
● The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017 (the “TCJA”), effective for tax years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
● Despite the Committee’s efforts before November 2, 2017 to structure the Company’s annual and long-term incentive plans in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the TCJA, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will be deductible under the TCJA’s transition relief.
● Generally, under GAAP, compensation is expensed as earned. Equity compensation is expensed in accordance with ASC Topic 718, which is generally over the vesting period.
2020 Proxy Statement          67
Table of Contents
8 COMPENSATIONCompensation Committee ~~may direct that up to 50% of the annual cash incentive be withheld if an executive is not compliant. The~~ Report
Compensation Committee ~~also may mandate the retention of 100% of net shares, after settlement of taxes and transaction fees, acquired pursuant to equity awards granted on or after January 1, 2009.~~
~~Share Retention Policy~~
Report
In 2013, we adopted a Share Retention Policy requiring executive officers to 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 one year after exercise/release of shares or separation from the Company. This policy was in addition to existing share ownership guidelines.
In 2017, we reviewed our stock ownership guidelines and share retention policy and noted that in the external market the most common retention practice is to apply a hold only until the stock ownership requirement is met. In addition, the Company has had no issues with executive officers meeting their stock ownership objectives. Many of our executives retain more shares than are required under the stock ownership program.
Therefore, beginning with equity awards granted in October 2017, and in addition to the share ownership guidelines described above, executive officers who have not yet met their stock 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 stock ownership objective is met or separation from the Company.
Limited exceptions apply for donations of stock to charities, educational institutions or family foundations and for sales or divisions of property in the case of divorce, disability or death. The Compensation Committee is authorized to grant waivers in exceptional circumstances.
~~Clawbacks~~
The Company’s short-term and long-term performance compensation, including equity compensation, is subject to recoupment, or “clawback,” in certain circumstances. These clawback provisions apply while an individual is employed and, if an employee separates from employment, the later of one year from separation and payment of the applicable compensation.
In addition to any clawbacks required by law, regulation or applicable listing standards, the 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, disclosing confidential information or trade secrets, accepting employment competing against the Company or soliciting Company employees.
~~2018 Proxy Statement~~ 62
~~Back to Contents~~
~~Retirement and Benefit Plans~~
Named Executive Officers participate in the same retirement and benefit plans as the broader population of non-union employees, as applicable. These plans provide for basic retirement needs and serve as a safety net to protect against the financial catastrophes that can result from illness, disability or death.
Retirement plans generally include pension plans, retirement savings plans and deferred compensation plans. There are no special or enhanced pension formulas for Named Executive Officers. See the 2017 Pension Benefits table on ~~page 74~~ ~~for the value of accumulated pension benefits for the Named Executive Officers.~~
~~Benefit plans generally include medical, dental and disability plans.~~
~~Perquisites and Other Personal Benefits~~
The ~~table below summarizes~~Talent and provides the business rationale for each of the perquisites and other personal benefits provided to the Named Executive Officers. For more information about these perquisites and other personal benefits, and their values, see the discussion beginning on ~~page 67~~.
~~Category~~
~~Description and Business Rationale~~
~~Aircraft Usage~~
To allow travel time of our Chief Executive Officer and Chairman to be used productively for the Company, for security purposes due to the high profile and global nature of our business and our highly symbolic and well-recognized brands, as well as to ensure availability to respond to business priorities from any location around the world.
~~Car and Driver~~
~~Provided where necessary for security and/or productivity reasons.~~
~~Security~~
~~To protect our employees given the global visibility of our brands and the extensive locations where we operate.~~
~~International Service Program~~
~~To promote global mobility and development opportunities for individuals working outside their home country.~~
~~Financial and Tax Planning~~
To address the complex tax and financial situations of a significant percentage of our senior executives with dual nationalities or work histories in a number of countries. Assists in compliance with local country laws.
~~Other~~
~~Executive physicals are made available to set the example for active healthy living.~~
~~Change in Control~~
The Company has change in control provisions in its annual Performance Incentive Plan, its equity plans and some of its retirement plans in which the Named Executive Officers participate. As described beginning on ~~page 78, equity plans include “double-trigger” change in control provisions.~~
Change in control provisions apply equally to all plan participants. We have 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.
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.
~~For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning on~~ ~~page 76~~.
~~Tax and Accounting Implications of Compensation~~
Section 162(m) of the Tax Code limits the deductibility of certain compensation to $1 million per year for certain executive officers employed at year-end. While the Compensation Committee considers tax and accounting implications as one factor when considering executive compensation, they are not the only factors considered. Other important considerations outweigh tax or accounting considerations. In addition, the Compensation Committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws.
The Company’s annual and long-term incentive plans have been structured with the intent of being exempt from the deduction limitation of Section 162(m) by enabling the Compensation Committee to grant compensation that constitutes “qualified performance-based compensation” under Section 162(m) of the Tax Code, if the Compensation Committee determines to do so.
The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for tax years beginning after December 31, 2017, such that compensation paid to our covered executive officers in
~~2018 Proxy Statement~~ 63
~~Back to Contents~~
excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. In 2017, all annual incentive payments to the Named Executive Officers were deducted.
Despite the Compensation Committee’s efforts to structure the Company’s annual and long-term incentive plans in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will.
~~Generally under GAAP, compensation is expensed as earned. Equity compensation is expensed in accordance with ASC Topic 718, which is generally over the vesting period.~~
~~REPORT OF THE COMPENSATION COMMITTEE~~
~~The~~ Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Talent and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Form 10-K.
~~Maria Elena Lagomasino, Chair~~
Helene D. Gayle,
Chair
Christopher C. Davis Alexis M. Herman
Maria Elena Lagomasino
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~Compensation Committee Interlocks and Insider Participation
The ~~Compensation~~ Committee is comprised entirely of the ~~three~~four independent Directors listed above. No member of the ~~Compensation~~ Committee is a current, or during ~~2017~~2019 was a former, officer or employee of the Company or any of its subsidiaries. During ~~2017,~~2019, no member of the ~~Compensation~~ Committee had a relationship that must be described under the SEC rules relating to disclosure of ~~related person transactions.~~Related Person Transactions. In ~~2017,~~2019, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Talent and Compensation ~~Committee~~Committee.
68          The Coca-Cola Company
Table of ~~the Company.~~
~~2018 Proxy Statement~~ 64
~~Back to~~ Contents
Compensation Tables COMPENSATION 8
~~COMPENSATION TABLES~~Compensation Tables
The following tables, ~~narrative~~narratives and footnotes discuss the compensation of (i) the Chairman of the Board, who also served as Chief Executive Officer through April 30, 2017; (ii) the Chief Executive Officer; (iii) the Chief Financial Officer; (iv) the three other most highly compensated executive officers during 2017; and (v) Marcos de Quinto who was an executive officer through April 30, 2017 and would have been one of the three other most highly compensated executive officers for 2017 but for the fact that he was not an executive officer as of December 31, 2017. These individuals are referred to as theour Named Executive Officers.
~~2017~~2019 Summary Compensation Table
Name
and Principal
Position
(a)
Year
(b)
Salary
($)
(c)
Stock Awards
($)
(e)
Option
Awards
($)
(f)
Non-Equity
Incentive Plan
Compensation
($)
(g)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
(h)
All Other
Compensation
($)
(i)
Total
($)
(j)

Total Without
Change in
Pension
Value
($)¹
Muhtar Kent²
Chairman of the Board and Former Chief Executive Officer
2017
$
1,200,000
$
6,813,726
$
1,920,772
$
1,800,000
$
2,368,071
$
689,870
$
14,792,439

$
12,424,368
2016

1,600,000

7,552,779

1,983,748

4,100,000

1,523,003

792,414

17,551,944

16,028,941
2015

1,600,000

4,904,848

2,830,597

4,600,000

0

655,126

14,590,571

14,590,571
James Quincey³
President and Chief Executive Officer
2017

1,177,167

4,769,612

1,344,540

2,368,493

392,126

530,292

10,582,230

10,190,104
2016

923,625

4,229,542

1,110,901

2,021,355

321,839

96,448

8,703,710

8,381,871
2015

700,972

3,727,920

636,243

1,523,032

59,071

199,713

6,846,951

6,787,880
Kathy N. Waller⁴
Executive Vice President, Chief Financial Officer and President, Enabling Services
2017

818,287

2,205,955

621,851

956,250

1,760,981

81,162

6,444,486

4,683,505
2016

749,365

2,794,510

733,987

1,056,805

1,601,929

82,826

7,019,422

5,417,493
2015

728,406

1,897,287

1,094,927

1,200,083

751,588

59,755

5,732,046

4,980,458
Marcos de Quinto^5,8
Former Executive Vice President and Chief Marketing Officer
2017

784,088

2,416,038

681,074

573,566

504,246

1,629,411

6,588,423

6,084,177
2016

778,379

3,143,858

825,735

1,156,530

459,734

1,270,819

7,635,055

7,175,321
J. Alexander M. Douglas, Jr.⁶
Executive Vice President and President, Coca-Cola North America
2017

723,445

1,873,768

528,214

723,445

845,431

79,997

4,774,300

3,928,869
2016

718,177

2,492,408

654,636

1,148,469

727,275

91,636

5,832,601

5,105,326
2015

698,091

4,377,783

1,019,016

1,237,934

73,198

63,682

7,469,704

7,396,506
Irial Finan⁷
Executive Vice President and President, Bottling Investments Group
2017

914,769

2,697,124

760,303

1,097,723

463,763

84,819

6,018,501

5,554,738
2016

908,108

3,146,995

826,561

1,358,432

368,701

170,489

6,779,286

6,410,585
2015

884,844

2,229,487

1,286,634

1,611,947

1,639,329

1,542,463

9,194,704

7,555,375
Brian J. Smith⁸
President, Europe,
Middle East and
Africa Group
2017

650,000

1,873,768

528,214

731,250

445,128

153,550

4,381,910

3,936,782
1
In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes and instead, believe shareowners may find the accumulated pension benefits in the 2017 Pension Benefits table on page 74 a more useful calculation of the pension benefits provided to the Named Executive Officers.
2
In addition to serving as Chairman of the Board, Mr. Kent served as Chief Executive Officer through April 30, 2017.
Name and Principal
Position¹
(a)    Year
(b)    Salary
($)
(c)    Stock
Awards
($)
(e)    Option
Awards
($)
(f)    Non-Equity
Incentive Plan
Compensation
($)
(g)    Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)    All Other
Compensation
($)
(i)    Total
($)
(j)    Total
Without
Change in
Pension
Value
($)²
James Quincey³Chairman of the Board
and Chief Executive
Officer
2019 $ 1,575,000 $ 8,231,110 $ 2,603,810        $ 5,152,000       $ 700,154       $ 439,075 $ 18,701,149 $ 18,000,995
2018 1,450,000 7,434,329 2,208,151 5,040,000 317,205 251,643 16,701,328 16,384,123
2017 1,177,167 4,769,612 1,344,540 2,368,493 392,126 530,292 10,582,230 10,190,104
John Murphy⁴Executive Vice President
and Chief Financial Officer
2019 800,000 3,018,071 954,729 1,530,000 823,668 2,002,485 9,128,953 8,305,285
2018 550,000 2,551,476 757,841 1,127,500 516,076 424,628 5,927,521 5,411,445
Kathy N. Waller⁵Former Executive Vice
President and Chief
Financial Officer
2019 177,083 0 0 297,267 3,485,264 1,783,069 5,742,683 2,257,419
2018 850,000 2,527,671 750,773 1,731,875 0 86,259 5,946,578 5,946,578
2017 818,287 2,205,955 621,851 956,250 1,760,981 81,162 6,444,486 4,683,505
Manuel Arroyo⁶President, Asia Pacific
Group
2019 580,125 1,810,851 572,837 1,174,556 129,473 702,111 4,969,953 4,840,480
James L. Dinkins⁷President, Coca-Cola
North America
2019 583,000 1,536,470 486,047 957,825 1,155,392 60,750 4,779,484 3,624,092
Brian J. Smith
President and Chief
Operating Officer
2019 850,000 3,292,452 1,041,525 2,127,125 1,122,578 104,879 8,538,559 7,415,981
2018 650,000 2,158,931 641,249 1,365,000 105,994 74,251 4,995,425 4,889,431
2017 650,000 1,873,768 528,214 731,250 445,128 153,550 4,381,910 3,936,782
¹ ~~2018 Proxy Statement~~Principal position reflects position held as of December 31, 2019.
² 65In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes and instead, believe shareowners may find the accumulated pension benefits in the 2019 Pension Benefits table onpage 78 a more useful calculation of the pension benefits provided to the Named Executive Officers.
~~Back to Contents~~
³
Mr. Quincey was ~~appointed President and Chief Operating Officer effective August 13, 2015 and served in this~~elected to serve as Chairman of the Board following the 2019 Annual Meeting.
⁴ Effective March 16, 2019, Mr. Murphy assumed the role through April 30, 2017. Prior to becoming President and Chief Operating Officer, compensation for Mr. Quincey was delivered in British pounds. In calculating the dollar equivalent for items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on an average exchange rate. Mr. Quincey succeeded Mr. Kent as Chief Executive Officer effective May 1, 2017.
4
~~In addition to serving as~~of Executive Vice President and Chief Financial Officer, following Ms. ~~Waller assumed the role of President, Enabling Services effective May 1, 2017.~~
5
Mr. de Quinto will be retiring from the Company on August 31, 2018. Mr. de Quinto served as Executive Vice President and Chief Marketing Officer through April 30, 2017, when he transitioned to Senior Creative Advisor.
6
~~Mr. Douglas retired from the Company on March 1, 2018.~~
7
~~Mr. Finan will be retiring from the Company on March 31, 2018.~~
8
Waller’s retirement. Compensation for Mr. ~~de Quinto~~Murphy is provided only for ~~2017~~2019 and ~~2016~~2018 because he was not a Named Executive Officer for ~~2015.~~2017.
⁵ Ms. Waller retired from the Company on March 15, 2019. As such, her non-equity incentive plan compensation was prorated for time spent in her position.
⁶ Effective January 1, 2020, Mr. Arroyo also assumed the role of Chief Marketing Officer. Compensation for Mr. ~~Smith~~Arroyo is provided only for ~~2017~~2019 because he was not a Named Executive Officer for ~~2016~~2018 or ~~2015.~~
2017.
⁷ Compensation for Mr. Dinkins is provided only for 2019 because he was not a Named Executive Officer for 2018 or 2017.
2020 Proxy Statement          69
~~Salary~~ Table of Contents
~~(Column~~8 COMPENSATIONCompensation Tables
SALARY (COLUMN (c))
The amount in the Salary column represents the base salary earned by each of the Named Executive Officers in the applicable year.
~~Stock Awards~~ ~~(Column~~STOCK AWARDS (COLUMN (e))
The amount in the Stock Awards column is the grant date fair value of stock awards determined pursuant to ASC Topic 718. For ~~2017,~~2019, all of the stock awards reported in the Stock Awards column are PSUs granted under the 2014 Equity Plan, which pay in stock if predetermined performance metrics are met over a three-year period.
If a PSU’s minimum performance measure is not met, no award is earned. IfFor grants made in 2019, if at least the minimum performance measure is attained, awards range from ~~35%~~50% to ~~150%~~200% of the target number of shares. In addition, the PSUs are subject to a relative ~~total shareowner return (“TSR”)~~TSR modifier. The relative TSR modifier will reduce or increase the ~~amount~~number of ~~shares earned~~sharesearned by 25% if TSR over the three-year performance period relative to our compensation comparator group falls outside of a defined range. Seepage 58 54for more information about the relative TSR modifier.
The amounts for ~~2017~~2019 in the ~~table~~Summary Compensation Table above reflect the value of the annual PSU grants at the target (or 100%) level. The table below provides the potential value of the ~~2017~~2019 annual PSU grants at the threshold, target and maximum levels. The metrics, targets and status of the outstanding PSU programs are described beginning onpage 5855.

2017-2019 Performance Share Units
Granted 02/16/2017
Name
Value at
Threshold
Level
(35%)¹
Value at Target
(100%) (Reported
in Column (e)
Above)¹
Value at
Maximum
Level (150%)¹
Mr. Kent
$ 2,384,771
$ 6,813,726
$ 10,220,571
Mr. Quincey
1,669,332
4,769,612
7,154,418
Ms. Waller
772,079
2,205,955
3,308,915
Mr. de Quinto
845,588
2,416,038
3,624,057
Mr. Douglas
655,798
1,873,768
2,810,653
Mr. Finan
943,978
2,697,124
4,045,669
Mr. Smith
655,798
1,873,768
2,810,653
1
Pursuant to the relative TSR modifier on PSU awards, the amount of shares earned will be reduced or increased by 25% if TSR over the three-year performance period relative to our compensation comparator group (see page 61) falls outside of a defined range.
2019-2021 Performance Share Units
Granted 02/21/2019
Name       Value at
Threshold
Level (50%)¹       Value at
Target (100%)
(Reported in
Column (e)
Above)¹       Value at
Maximum
Level (200%)¹
Mr. Quincey    $ 4,115,555      $ 8,231,110    $ 16,462,221
Mr. Murphy 1,509,016 3,018,071 6,036,142
Ms. Waller 0 0 0
Mr. Arroyo 905,425 1,810,851 3,621,701
Mr. Dinkins 768,235 1,536,470 3,072,940
Mr. Smith 1,646,206 3,292,452 6,584,904
¹ Pursuant to the relative TSR modifier on PSU awards, the number of shares earned will be reduced or increased by 25% if TSR over the three-year performance period relative to our compensation comparator group (seepage 58) falls outside of a defined range.
~~The~~For information on the assumptions used by the Company in calculating ~~these amounts are incorporated herein by reference to~~the value of the awards, see Note 1214 to the Company’s consolidated financial statements in the Form 10-K. To see the value actually received upon vesting of stock by the Named Executive Officers in ~~2017,~~2019, refer to ~~the 2017~~the2019 Option Exercises and Stock Vested table onpage 7376. Additional information on all outstanding stock awards is reflected in the ~~2017~~2019 Outstanding Equity Awards at Fiscal Year-End table beginning onpage 7175.
~~Option Awards~~ ~~(Column~~OPTION AWARDS (COLUMN (f))
The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted under the 2014 Equity Plan to each of the Named Executive Officers, calculated in accordance with ASC Topic 718.
~~The~~For information on the assumptions used by the Company in calculating these amounts, ~~are incorporated herein by reference to~~see Note 1214 to the Company’s consolidated financial statements in the Form 10-K. To ~~see the~~seethe value actually received upon exercise of options by the Named Executive Officers in ~~2017,~~2019, refer to the ~~2017~~2019 Option Exercises and Stock Vested table onpage 7376. Additional information on all outstanding option awards is reflected in the ~~2017~~2019 Outstanding Equity Awards at Fiscal Year-End table beginning onpage 7175.
~~Non-Equity Incentive Plan Compensation~~ NON-EQUITY INCENTIVE PLAN COMPENSATION (COLUMN (~~Column (g)~~g))
The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each Named Executive Officer under the Company’s annual Performance Incentive Plan. The Annual ~~Incentive Compensation~~IncentiveCompensation section of the Compensation Discussion and Analysis, which begins onpage 5652, describes how the ~~2017~~2019 Performance Incentive Plan awards to the Named Executive Officers were determined.
70          The Coca-Cola Company
~~Change in Pension Value and Nonqualified Deferred~~ Table of Contents
Compensation ~~Earnings~~ Tables COMPENSATION 8
CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(~~Column~~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 onpage 7478. For ~~2017,~~2019, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits was lower than in ~~2016.~~2018. For ~~Mr. Kent,~~Ms. Waller and for Messrs. Dinkins and Smith, this lower discount rate
~~2018 Proxy Statement~~ 66
~~Back to Contents~~
~~assumption~~ was a significant reason for the increase in pension value in ~~2017. For 2015, $0 was reported because there was a decrease of $520,561 in the pension value.~~2019.
The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as ~~those amounts~~thoseamounts 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 inAnnex Bbeginning onpage 98104.
~~All Other Compensation~~ ~~(Column~~ALL OTHER COMPENSATION (COLUMN (i))
The amounts reported in the All Other Compensation column reflect, for each Named Executive Officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal ~~benefits,~~benefits; (ii) the amount of any tax ~~reimbursements,~~reimbursements; (iii) the amounts contributed by the Company to applicable Company 401(k) and savings ~~plans~~plans; and (iv) the dollar value of life insurance premiums paid by the Company. For Ms. Waller, the amount reported in the All Other Compensation column also reflects a severance benefit received in connection with her separation. Amounts contributed to Company 401(k) and savings plans are calculated on the same basis for all participants in the relevant plan, including the ~~Named Executive~~NamedExecutive Officers. The material provisions of the Company 401(k) and savings plans in which the Named Executive Officers participate are described in the Summary of Plans inAnnex Bbeginning onpage 98104.
The following table outlines those perquisites and other personal benefits and additional all other compensation required by SEC rules to be separately quantified for ~~2017.~~2019. A dash indicates that the Named Executive Officer received the perquisite or personal benefit, but the amount was not required to be disclosed under SEC rules. The narrative following the table describes all categories of perquisites and other personal benefits provided by the Company in ~~2017.~~2019.
Perquisites and Other Personal Benefits Additional All Other Compensation
Name      Aircraft
Usage      International
Service
Program
Benefits      Financial
and Tax
Planning      Other      Tax
Reimbursement      Severance      Company
Contributions to
Company 401(k)
and Savings
Plans      Life
Insurance
Premiums
Mr. Quincey $ 169,662     $ —           $ —     $ —                $ 7,558 $ 0              $ 231,525        $ 3,861
Mr. Murphy — 1,989,167 — — 6,122 0 0 1,634
Ms. Waller 0 0 — — 0 1,700,000 66,814 1,893
Mr. Arroyo 0 696,383 0 — 0 0 0 1,366
Mr. Dinkins 0 0 — — 4,377 0 40,377 1,634
Mr. Smith — 0 — — 2,786 0 77,525 1,931
2020 Proxy Statement          71

Perquisites and Other Personal Benefits

Additional All Other Compensation
Name
Aircraft
Usage
Car and
Driver
Security
International
Service
Program
Benefits

Financial
and Tax
Planning

Other

Tax
Reimbursement
Company
Contributions to
Company 401(k)
and Savings Plans
Life Insurance
Premiums
Mr. Kent
$
188,051
$
148,474
$
119,780
$
0
$
—
$
—

$
28,326
$
185,500
$
4,944
Mr. Quincey

107,660

0

—

389,322

0

—

0

30,333

864
Ms. Waller

0

0

0

0

—

—

939

65,628

2,800
Mr. de Quinto

0

0

0

1,624,705

0

—

0

0

2,911
Mr. Douglas

0

0

0

0

—

—

0

65,517

2,685
Mr. Finan

0

0

0

0

0

—

69

79,562

3,393
Mr. Smith

0

0

0

88,452

—

—

0

50,893

2,410
~~Aircraft Usage~~Table of Contents
8 COMPENSATIONCompensation Tables
AIRCRAFT USAGE
The Company owns and operates business aircraft to allow employees to safely and efficiently travel for business purposes around the world. Given the Company’s significant global presence, we believe it is a business imperative for senior leaders to be on the ground at our global operations. The Company aircraft allow employees to be far more productive than if commercial flights were utilized, as the aircraft provide a confidential and highly productive environment in which to conduct business without the schedule constraints imposed by commercial airline service.
The Company aircraft are made available to the Named Executive Officers for their personal use in the following situations:
The Company aircraft is the Board’s strongly preferred method for all travel by Mr. Quincey, for both business and personal travel. This is for security purposes due to the high profile and global nature of our business and our highly symbolic and well-recognized brands, as well as to ensure that he can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Mr. Quincey and his immediate family traveling with him use the Company aircraft for a reasonable number of personal trips. Personal use of the Company aircraft results in imputed taxable income. Mr. Quincey is not provided a tax reimbursement for personal use of aircraft.
For the same reasons as Mr. Quincey, personal use of the Company aircraft is permitted for Mr. Kent as Chairman of the Board. Beginning with travel occurring after May 1, 2017, following Mr. Quincey’s succession to Chief Executive Officer of the Company, Mr. Kent reimburses the Company for eligible routine personal travel, as permitted by the Federal Aviation Administration. The amount shown in the table above for Mr. Kent reflects the Company’s incremental cost of personal use of the Company aircraft, reduced by the amounts reimbursed by Mr. Kent.
~~No other Named Executive Officer uses the Company aircraft for personal purposes except in extraordinary circumstances. The~~
● ~~2018 Proxy Statement~~
The Company aircraft is the Board’s strongly preferred method for all travel by Messrs. Quincey and Smith, for both business and personal travel. This is for security purposes due to the high profile and global nature of our business and our highly symbolic and well-recognized brands, as well as to ensure that they can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Messrs. Quincey and Smith, and their immediate family members traveling with them, use the Company aircraft for a reasonable number of personal trips. Personal use of the Company aircraft results in imputed taxable income. Neither Messrs. Quincey nor Smith is provided a tax reimbursement for personal use of aircraft.
● 67No other Named Executive Officer uses the Company aircraft for personal purposes except in extraordinary circumstances. The Company aircraft was not used for personal travel by any Named Executive Officers in 2019, other than Messrs. Quincey and Smith.
●
Infrequently, spouses and guests of Named Executive Officers travel on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company and, where applicable, a nominal amount is included in the All Other Compensation table above. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided since such persons are not traveling for a business purpose.
●
In determining the incremental cost to the Company of personal use of the Company aircraft, the Company calculates, for each aircraft, the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are as follows:
●
aircraft fuel and oil;
●
travel, lodging and other expenses for crew;
●
prorated amount for repairs and maintenance;
●
prorated amount for rental fee on airplane hangar (when away from home base);
●
catering;
●
logistics (landing fees, permits, etc.);
●
telecommunication expenses and other supplies; and
●
the amount, if any, of disallowed tax deductions associated with such use.
~~Back to Contents~~
~~Company aircraft was not used for personal purposes by Named Executive Officers in 2017, other than Messrs. Kent and Quincey.~~
Infrequently, spouses and guests of Named Executive Officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company and, where applicable, a nominal amount is included in the All Other Compensation table above. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided since such persons are not traveling for a business purpose.
In determining the incremental cost to the Company of personal use of the Company aircraft, the Company calculates, for each aircraft, the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are as follows:
–
~~aircraft fuel and oil;~~
–
~~travel, lodging and other expenses for crew;~~
–
~~prorated amount of repairs and maintenance;~~
–
~~prorated amount of rental fee on airplane hangar;~~
–
~~catering;~~
–
~~logistics (landing fees, permits, etc.);~~
–
~~telecommunication expenses and other supplies; and~~
–
~~the amount, if any, of disallowed tax deductions associated with such use.~~
When the aircraft is already flying to a destination for business purposes, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining the aggregate incremental cost to the Company. While it happens very rarely, if an aircraft ~~flies~~travels empty before picking up or after dropping off a passenger flying for personal reasons, this “deadhead” segment would be included in the incremental ~~cost.~~cost attributable to overall travel.
~~Car and Driver~~INTERNATIONAL SERVICE PROGRAM BENEFITS
Mr. Kent is provided with a car and driver in the U.S. both for security purposes and to maximize his efficiency during business hours. When not being utilized by Mr. Kent, the car and driver are used for other Company business. However, the Company has included the entire cost of the car and driver, including all salary, benefits and related employment costs. A car and driver are made available to Mr. Kent in Turkey for security purposes. No other Named Executive Officer is provided with a car or driver.
~~Security~~
The Company provides a security program for Mr. Kent. This includes monitoring equipment at his homes and Company-paid security personnel. Upon becoming President and Chief Operating Officer in 2015, security upgrades were made to Mr. Quincey's residence and monitoring costs were incurred in 2017. No other Named Executive Officer is provided with Company-paid security, except where necessary when traveling overseas, and with respect to Mr. de Quinto, security services provided pursuant to his international service program benefits.
~~International Service Program Benefits~~
The Company provides benefits to globally mobile associates under various international service programs, the material provisions of which are described onpage ~~100~~106. These programs are designed to relocate and support employees who are sent on an assignment outside of their home country. The purpose of the programs is to make sure that when the Company requests that an employee move outside his or her home country, economic considerations do not play a role. This helps the Company quickly meet its business needs around the world and develop its employees.
In connection with Mr. Quincey’s appointment as President and Chief Operating Officer and to support his transition to Atlanta from the ~~UK,~~United Kingdom, Mr. Quincey received benefits under an international service program through April 30, 2017. ~~Benefits~~Certain benefits related to his participation in the program ~~and relocation to the U.S.~~ were paid in ~~2017~~2019 and may be paid in future years.
Mr. ~~de Quinto, a Spanish national, is provided with benefits under an international service program. In addition, he received additional benefits related to his relocation to the U.S.~~
~~Mr. Smith~~Murphy participated in an international service program ~~through July 31, 2016~~for all of 2019 because he was a ~~U.S.~~ citizen ~~based~~of Ireland who relocated to the United States in ~~Mexico. Currently,~~January 2019. Mr. ~~Smith is based~~Murphy will remain in the ~~U.S. and therefore no longer participates in the program. However, certain benefits~~program through 2020. Benefits related to his participation in the program ~~and repatriation to the U.S.~~ were paid in ~~2017~~2019 and ~~may~~will continue to be paid in future years.
Mr. Arroyo participated in an international service program for all of 2019 because he was a citizen of Spain based in Singapore. Benefits related to his participation in the program were paid in 2019 and will continue to be paid in future years.
72          The Coca-Cola Company
Table of Contents
Compensation Tables COMPENSATION 8
The costs to the Company in ~~2017~~2019 were as follows:
Name
Relocation
Security
Home
Leave
Housing
Allowance
Host Country
Allowance
Tax
Equalization¹
Other Program
Allowances
Mr. Quincey
$
0
$
0
$
0
$
55,620
$
2,490
$
331,052
$
160
Mr. de Quinto

0

199,142

9,300

198,503

7,755

972,198

237,807
Mr. Smith

9,734

0

0

0

0

78,718

0
1
The tax equalization amount may differ significantly from year to year due to differences in timing of payments and tax reporting years in various countries.
Name        Relocation        Home
Leave        Housing
Allowance        Cost of Living
Allowance        Tax
Equalization¹        Other
Program
Allowances
Mr. Quincey     $ 0   $ 0    $ 0           $ 0      $ 9,107      $ 0
Mr. Murphy 100,947 33,612 41,261 11,363 1,703,658 98,326
Mr. Arroyo 77,126 37,698 319,633 40,029 0 221,897
~~Financial and Tax Planning~~
¹ The tax equalization amount, which includes tax preparation services, may differ significantly from year to year due to differences in timing of payments and tax reporting years in various countries. For Mr. Arroyo, these payments did not result in a net reportable benefit in 2019.
FINANCIAL AND TAX PLANNING
The Company provides a taxable reimbursement to the Named Executive Officers for financial planning services, which may include tax preparation and estate planning services. No tax gross-ups are provided to the Named Executive Officers for this benefit.
~~Other Perquisites~~OTHER PERQUISITES
The Company makes available executive physicals to executives, including the Named Executive Officers.
~~2018 Proxy Statement~~ 68
~~Back to Contents~~ADDITIONAL ALL OTHER COMPENSATION
~~Additional All Other Compensation~~TAX REIMBURSEMENT
~~Tax Reimbursement~~
The amounts reported in the table onpage 6771represent tax reimbursements for certain Named Executive Officers. All amounts for ~~2017~~2019 are related to business use of the Company aircraft. No Named Executive Officer is provided a tax reimbursement for personal use of aircraft, but Named Executive Officers are provided a tax reimbursement for taxes incurred when a spouse or significant other travels for business purposes. These taxes are incurred because of the Internal Revenue Service’s extremely limited rules concerning business travel by ~~spouses.~~non-employees. It is sometimes necessary for spouses or significant others to accompany Named Executive Officers to business functions. In contrast to personal use, the Company does not believe an employee should pay personally when spousal or significant other travel is required or important for business purposes.
To calculate taxable income, the Standard Industry Fare Level rates set by the Internal Revenue Service are used. Where a tax reimbursement is authorized, it is calculated using the highest marginal federal tax rate, applicable state rate and Medicare rates. The rate used to calculate taxable income has no relationship to the incremental cost to the Company associated with the use of the aircraft.
SEVERANCE
As described below, in connection with Ms. Waller’s retirement on March 15, 2019 and pursuant to a letter agreement with the Company, ~~Contributions to Company 401(k) and Savings Plans~~Ms. Waller received a cash severance benefit under the terms of The Coca-ColaCompany Severance Pay Plan (the “TCCC Severance Plan”). The value of this cash severance benefit is included in All Other Compensation above. Seepage 80for additional information.
COMPANY CONTRIBUTIONS TO COMPANY 401(K) AND SAVINGS PLANS
The Company makes matching contributions to Named Executive Officers who participate in applicable Company 401(k) or savings plans on the same terms and using the same formulas as other participating employees. In ~~2017,~~2019, all Named Executive Officers except for ~~Mr. de Quinto~~Messrs. Murphy and Arroyo participated in the Company 401(k) Plan and Supplemental 401(k) Plan.
The amounts reported in the table onpage 6771represent the following contributions in ~~2017:~~2019:
~~Mr. Kent – $9,450~~
●
Mr. Quincey – $9,800 to the 401(k) Plan and $221,725 to the Supplemental 401(k) Plan.
●
Ms. Waller – $9,800 to the 401(k) Plan and $57,014 to the Supplemental 401(k) Plan.
●
Mr. Dinkins – $9,800 to the 401(k) Plan and $30,577 to the Supplemental 401(k) Plan.
●
Mr. Smith – $9,800 to the 401(k) Plan and $67,725 to the Supplemental 401(k) Plan.
In 2019, Messrs. Murphy and ~~$176,050 to the Supplemental 401(k) Plan.~~
~~Mr. Quincey – $9,450 to the 401(k) Plan and $20,883 to the Supplemental 401(k) Plan.~~
~~Ms. Waller – $9,450 to the 401(k) Plan and $56,178 to the Supplemental 401(k) Plan.~~
~~Mr. Douglas – $9,450 to the 401(k) Plan and $56,067 to the Supplemental 401(k) Plan.~~
~~Mr. Finan – $9,450 to the 401(k) Plan and $70,112 to the Supplemental 401(k) Plan.~~
~~Mr. Smith – $9,450 to the 401(k) Plan and $41,443 to the Supplemental 401(k) Plan.~~
~~In 2017, Mr. Quincey, through April 30, 2017, and Mr. de Quinto~~Arroyo participated in the Mobile Employees Retirement Plan (the “Mobile Plan”), which is included in the ~~2017~~2019 Pension Benefits table onpage 7478.
~~Life Insurance Premiums~~LIFE INSURANCE PREMIUMS
The Company provides life insurance to U.S.-based employees, including the Named Executive Officers. In ~~2017,~~2019, this coverage was equal to the lesser of 1.5 times pay or $2 million. The amounts reported in the table onpage 6771represent the premiums paid for this insurance by the Company.
~~2018 Proxy Statement~~ 69
~~Back to Contents~~
2020 Proxy Statement          73
~~2017~~Table of Contents
8 COMPENSATIONCompensation Tables
2019 Grants of Plan-Based Awards

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)
Exercise or
Base Price
of Option
Awards
($/Sh)
(k)
Closing
Price on
Grant
Date
($/Sh)

Grant
Date Fair
Value of
Stock
and
Option
Awards
($)
(l)
Name
(a)
Grant Date
(b)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)

Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
Muhtar Kent
02/16/2017
$
0
$
2,000,000
$
5,000,000

02/16/2017

67,576
193,077
289,615

$
6,813,726
02/16/2017

482,606
$
40.89
$
41.20

1,920,772
James
Quincey
02/16/2017

0

2,493,150

6,232,875

02/16/2017

47,303
135,154
202,731

4,769,612

02/16/2017

337,824

40.89

41.20

1,344,540
Kathy N.
Waller
02/16/2017

0

1,062,500

2,656,250

02/16/2017

21,878
62,509
93,763

2,205,955
02/16/2017

156,244

40.89

41.20

621,851
Marcos de
Quinto
02/16/2017

0

716,958

1,792,395

02/16/2017

23,961
68,462
102,693

2,416,038

02/16/2017

171,124

40.89

41.20

681,074
J. Alexander
M. Douglas,
Jr.
02/16/2017

0

904,306

2,260,765

02/16/2017

18,583
53,096
79,644

1,873,768
02/16/2017

132,717

40.89

41.20

528,214
Irial Finan
02/16/2017

0

1,372,154

3,430,385

02/16/2017

26,749
76,427
114,640

2,697,124

02/16/2017

191,031

40.89

41.20

760,303
Brian J.
Smith
02/16/2017

0

812,500

2,031,250

02/16/2017

18,583
53,096
79,644

1,873,768

02/16/2017

132,717

40.89

41.20

528,214

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)
Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)
Closing
Price
on
Grant
Date
($/Sh)    Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(l)
Name
(a)    Grant Date
(b)    Threshold
($)
(c)    Target
($)
(d)    Maximum
($)
(e)    Threshold
(#)
(f)    Target
(#)
(g)    Maximum
(#)
(h)
James Quincey 02/21/2019 $0 $ 3,200,000 $ 6,400,000
02/21/2019 105,386 210,772 421,544 $8,231,110
02/21/2019 527,087 $45.435 $45.86 2,603,810
John Murphy 02/21/2019 0 1,000,000 2,000,000
02/21/2019 38,641 77,283 154,566 3,018,071
02/21/2019 193,265 45.435 45.86 954,729
Kathy N. Waller 02/21/2019 0 1,062,500 2,125,000
02/21/2019 0 0 0 0
02/21/2019 0 0
Manuel Arroyo 02/21/2019 0 748,125 1,496,250
02/21/2019 23,185 46,370 92,740 1,810,851
02/21/2019 115,959 45.435 45.86 572,837
James L. Dinkins 02/21/2019 0 742,500 1,485,000
02/21/2019 19,672 39,344 78,688 1,536,470
02/21/2019 98,390 45.435 45.86 486,047
Brian J. Smith 02/21/2019 0 1,487,500 2,975,000
02/21/2019 42,154 84,309 168,618 3,292,452
02/21/2019 210,835 45.435 45.86 1,041,525
~~Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Incentive)~~
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (ANNUALINCENTIVE) (COLUMNS (~~Columns (c)~~c), ~~(d) and~~(d) AND (e))
The amounts represent the possible awards under the annual Performance Incentive Plan as described beginning onpage 5652. Actual payments under these awards were determined in February ~~2018,~~2020, will be paid ~~in March 2018~~inMarch 2020 and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the ~~2017~~2019 Summary Compensation Table.
~~Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs)~~ ~~(Columns~~ ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (PSUs) (COLUMNS(f),
(g) ~~and~~AND (h))
The awards represent PSUs granted in February ~~2017.~~2019. The performance period for the awards is from January 1, ~~2017~~2019 to December 31, ~~2019.~~2021. The awards are subject to ~~an additional holding period through February 2021 and~~ a relative TSR modifier. The grant date fair value is included in ~~the Stock~~theStock Awards column (column (e)) of the ~~2017~~2019 Summary Compensation Table. For additional details of the PSU awards granted in ~~2017,~~2019, see the discussion beginning onpage 5754.
~~All Other Option Awards and Exercise Price of Option Awards (Stock Options)~~ ALL OTHER OPTION AWARDS AND EXERCISE PRICE OF OPTION AWARDS (STOCK OPTIONS)(~~Columns~~COLUMNS (j) ~~and~~AND (k))
The awards represent stock options granted ~~in February 2017.~~inFebruary 2019. These options have a term of ten years from the grant date and vest 25% on the first, second, third ~~and fourth~~andfourth anniversaries of the grant date. The exercise price of stock options is the average of the high and low price of Common Stock on the grant date.
~~2018 Proxy Statement~~ 70
74          The Coca-Cola Company
~~Back to~~Table of Contents
~~2017~~Compensation Tables COMPENSATION 8
2019 Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(g)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
(h)*
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
(i)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)
(j)*
Muhtar Kent
1,265,822
¹

$
25.26500
07/16/2018

469,833
¹³
$
21,555,938
383,308
¹⁴
$
17,586,171
578,704
²

29.05475
07/16/2018

2,334,000
³

21.60000
02/18/2019

1,211,400
⁴

27.76750
02/17/2020

1,603,200
⁵

31.99750
02/16/2021

1,808,696
⁶

34.35250
02/15/2022

1,912,351
⁷

37.61000
02/20/2023

1,786,600
⁸
595,534
⁸

37.20500
02/19/2024

322,391
⁹
322,392
⁹

41.88500
02/18/2025

118,929
¹⁰
356,790
¹⁰

43.51500
02/17/2026

482,606
¹¹

40.89000
02/15/2027

James Quincey
38,260
⁶

34.35250
02/15/2022

157,658
¹⁵

7,233,349
241,683
¹⁶

11,088,416
256,972
⁷

37.61000
02/20/2023

276,086
⁸
92,028
⁸

37.20500
02/19/2024

72,465
⁹
72,465
⁹

41.88500
02/18/2025

66,601
¹⁰
199,802
¹⁰

43.51500
02/17/2026

337,824
¹¹

40.89000
02/15/2027

Kathy N. Waller
23,240
¹²

29.07250
02/20/2018

94,204
¹⁷

4,322,080
132,894
¹⁸

6,097,177
68,230
³

21.60000
02/18/2019

88,400
⁴

27.76750
02/17/2020

104,200
⁵

31.99750
02/16/2021

118,588
⁶

34.35250
02/15/2022

119,880
⁷

37.61000
02/20/2023

171,414
⁸
57,137
⁸

37.20500
02/19/2024

124,707
⁹
124,707
⁹

41.88500
02/18/2025

44,004
¹⁰
132,012
¹⁰

43.51500
02/17/2026

156,244
¹¹

40.89000
02/15/2027

Marcos de Quinto
122,450
⁵

31.99750
02/16/2021

85,061
¹⁹

3,902,599
147,646
²⁰

6,773,998

106,435
⁶

34.35250
02/15/2022

139,840
⁷

37.61000
02/20/2023

133,995
⁸
44,665
⁸

37.20500
02/19/2024

119,285
⁹
119,285
⁹

41.88500
02/18/2025

49,505
¹⁰
148,513
¹⁰

43.51500
02/17/2026

171,124
¹¹

40.89000
02/15/2027

J. Alexander M.
Douglas, Jr.
22,577
³

21.60000
02/18/2019

175,924
²¹

8,071,393
115,872
²²

5,316,207
39,520
⁴

27.76750
02/17/2020

50,912
⁵

31.99750
02/16/2021

55,870
⁶

34.35250
02/15/2022

433,865
⁷

37.61000
02/20/2023

405,336
⁸
135,111
⁸

37.20500
02/19/2024

116,061
⁹
116,061
⁹

41.88500
02/18/2025

39,247
¹⁰
117,740
¹⁰

43.51500
02/17/2026

132,717
¹¹

40.89000
02/15/2027

Option Awards Stock Awards
Name
(a)      Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)      Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)      Option
Exercise
Price
($)
(e)      Option
Expiration
Date
(f)      Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
(g)      Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)
(h)*      Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
(#)
(i)      Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)
(j)*
James Quincey 38,260¹ $34.3525 02/15/2022 325,938¹⁰ $18,040,668 582,712¹¹ $32,253,109
256,972² 37.6100 02/20/2023
368,114³ 37.2050 02/19/2024
144,930⁴ 41.8850 02/18/2025
199,803⁵ 66,600⁵ 43.5150 02/17/2026
168,912⁶ 168,912⁶ 40.8900 02/15/2027
111,074⁷ 333,222⁷ 44.4750 02/15/2028
527,087⁸ 45.4350 02/21/2029
John Murphy 112,400⁹ 31.9975 02/16/2021 76,588¹² 4,239,146 207,406¹³ 11,479,922
115,896¹ 34.3525 02/15/2022
101,594² 37.6100 02/20/2023
156,290³ 37.2050 02/19/2024
57,298⁴ 41.8850 02/18/2025
29,064⁵ 9,687⁵ 43.5150 02/17/2026
49,718⁶ 49,719⁶ 40.8900 02/15/2027
38,120⁷ 114,363⁷ 44.4750 02/15/2028
193,265⁸ 45.4350 02/21/2029
Kathy N. Waller 119,880² 37.6100 02/20/2023 176,507¹⁴ 9,769,662 90,628¹⁵ 5,016,260
228,551³ 37.2050 02/19/2024
249,414⁴ 41.8850 02/18/2025
176,016⁵ 43.5150 02/17/2026
156,244⁶ 40.8900 02/15/2027
151,061⁷ 44.4750 02/15/2028
Manuel Arroyo 3,519⁶ 3,519⁶ 40.8900 02/15/2027 4,083¹⁶ 225,994 104,100¹⁷ 5,761,935
14,395⁷ 43,186⁷ 44.4750 02/15/2028
115,959⁸ 45.4350 02/21/2029
James L. Dinkins 55,305⁴ 41.8850 02/18/2025 60,729¹⁸ 3,361,350 115,312¹⁹ 6,382,519
44,598⁵ 14,867⁵ 43.5150 02/17/2026
27,750⁶ 27,750⁶ 40.8900 02/15/2027
23,458⁷ 70,377⁷ 44.4750 02/15/2028
98,390⁸ 45.4350 02/21/2029
Brian J. Smith 57,808¹ 34.3525 02/15/2022 122,728²⁰ 6,792,995 203,870²¹ 11,284,205
256,972² 37.6100 02/20/2023
320,099³ 37.2050 02/19/2024
126,026⁴ 41.8850 02/18/2025
70,317⁵ 23,439⁵ 43.5150 02/17/2026
66,358⁶ 66,359⁶ 40.8900 02/15/2027
32,256⁷ 96,768⁷ 44.4750 02/15/2028
210,835⁸ 45.4350 02/21/2029
* ~~2018 Proxy Statement~~Market values in columns (h) and (j) were determined by multiplying the number of shares of stock or units, as applicable, by $55.35, the closing price of Common Stock on December 31, 2019, the last trading day of the year.
¹ 71These options were granted on February 16, 2012. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
2020 Proxy Statement          75
~~Back to Contents~~

Option Awards

Stock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(g)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
(h)*
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
(i)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)
(j)*
Irial Finan
672,268
³

21.60000
02/18/2019

160,279
²³

7,353,601
155,690
²⁴

7,143,057

341,600
⁴

27.76750
02/17/2020

374,200
⁵

31.99750
02/16/2021

374,956
⁶

34.35250
02/15/2022

418,327
⁷

37.61000
02/20/2023

586,229
⁸
195,409
⁸

37.20500
02/19/2024

146,542
⁹
146,541
⁹

41.88500
02/18/2025

49,554
¹⁰
148,662
¹⁰

43.51500
02/17/2026

191,031
¹¹

40.89000
02/15/2027

Brian J. Smith
43,000
⁵

31.99750
02/16/2021

75,043
²⁵

3,442,973
90,587
²⁶

4,156,132
177,808
⁶

34.35250
02/15/2022

256,972
⁷

37.61000
02/20/2023

240,075
⁸
80,024
⁸

37.20500
02/19/2024

63,013
⁹
63,013
⁹

41.88500
02/18/2025

23,439
¹⁰
70,317
¹⁰

43.51500
02/17/2026

132,717
¹¹

40.89000
02/15/2027

*
Market value in columns (h) and (j) was determined by multiplying the number of shares of stock or units, as applicable, by $45.88, the closing price of Common Stock on December 29, 2017, the last trading day of the year.
1
These options were granted on July 17, 2008. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
2
These options were granted on July 17, 2008. The options vested 100% on the fourth anniversary of the grant date.
3
These options were granted on February 19, 2009. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
4
These options were granted on February 18, 2010. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
5
These options were granted on February 17, 2011. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
6
These options were granted on February 16, 2012. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
7
These options were granted on February 21, 2013. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
8
These options were granted on February 20, 2014. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
9
These options were granted on February 19, 2015. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
10
These options were granted on February 18, 2016. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
11
These options were granted on February 16, 2017. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
12
These options were granted on February 21, 2008. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
13
Reflects 300,940 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 168,893 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
14
Reflects 190,231 PSUs for the 2016-2018 PSU program at the target award level and 193,077 PSUs for the 2017-2019 PSU program at the target award level.
15
Reflects 72,838 restricted stock units that will vest 50% on August 12, 2018 and 50% on August 12, 2019; 46,504 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 38,316 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
16
Reflects 106,529 PSUs for the 2016-2018 PSU program at the target award level and 135,154 PSUs for the 2017-2019 PSU program at the target award level.
17
Reflects 28,873 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 65,331 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
18
Reflects 70,385 PSUs for the 2016-2018 PSU program at the target award level and 62,509 PSUs for the 2017-2019 PSU program at the target award level.
19
Reflects 22,570 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 62,491 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
20
Reflects 79,184 PSUs for the 2016-2018 PSU program at the target award level and 68,462 PSUs for the 2017-2019 PSU program at the target award level.
21
Reflects 12,539 restricted stock units issued upon satisfaction of the 2014 performance measure, 15,047 restricted stock units issued upon the satisfaction of the 2015 performance measure and 17,868 restricted stock units issued upon satisfaction of the 2016 performance measure under a 2014-2016 performance-based award; 68,275 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 62,195 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
22
Reflects 62,776 PSUs for the 2016-2018 PSU program at the target award level and 53,096 PSUs for the 2017-2019 PSU program at the target award level.
23
Reflects 98,746 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 61,533 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
24
Reflects 79,263 PSUs for the 2016-2018 PSU program at the target award level and 76,427 PSUs for the 2017-2019 PSU program at the target award level.
25
Reflects 40,438 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 34,605 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program.
26
Reflects 37,491 PSUs for the 2016-2018 PSU program at the target award level and 53,096 PSUs for the 2017-2019 PSU program at the target award level.

Table of Contents
8 COMPENSATIONCompensation Tables
² ~~2018 Proxy Statement~~These options were granted on February 21, 2013. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
³ 72These options were granted on February 20, 2014. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
⁴ These options were granted on February 19, 2015. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
⁵ These options were granted on February 18, 2016. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. For Ms. Waller, these options vested upon her retirement on March 15, 2019.
⁶ These options were granted on February 16, 2017. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. For Ms. Waller, these options vested upon her retirement on March 15, 2019.
⁷ These options were granted on February 15, 2018. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. For Ms. Waller, these options vested upon her retirement on March 15, 2019.
⁸ These options were granted on February 21, 2019. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
⁹ These options were granted on February 17, 2011. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.
¹⁰ Reflects 129,965 restricted stock units issued upon satisfaction of the performance measures under the 2016-2018 PSU program and 195,973 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
¹¹ Reflects 266,554 PSUs for the 2018-2020 PSU program at the maximum award level and 316,158 PSUs for the 2019-2021 PSU program at the maximum award level.
¹² Reflects 18,905 restricted stock units issued upon satisfaction of the performance measures under the 2016-2018 PSU program and 57,683 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
¹³ Reflects 91,482 PSUs for the 2018-2020 PSU program at the maximum award level and 115,924 PSUs for the 2019-2021 PSU program at the maximum award level.
¹⁴ Reflects 85,869 restricted stock units issued upon satisfaction of the performance measures under the 2016-2018 PSU program and 90,638 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
¹⁵ Reflects 90,628 PSUs for the 2018-2020 PSU program at the maximum award level.
¹⁶ Reflects 4,083 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
¹⁷ Reflects 34,545 PSUs for the 2018-2020 PSU program at the maximum award level and 69,555 PSUs for the 2019-2021 PSU program at the maximum award level.
¹⁸ Reflects 28,534 restricted stock units issued upon satisfaction of the performance measures under the 2016-2018 PSU program and 32,195 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
¹⁹ Reflects 56,296 PSUs for the 2018-2020 PSU program at the maximum award level and 59,016 PSUs for the 2019-2021 PSU program at the maximum award level.
²⁰ Reflects 45,739 restricted stock units issued upon satisfaction of the performance measures under the 2016-2018 PSU program and 76,989 restricted stock units issued upon satisfaction of the performance measures under the 2017-2019 PSU program.
²¹ Reflects 77,407 PSUs for the 2018-2020 PSU program at the maximum award level and 126,463 PSUs for the 2019-2021 PSU program at the maximum award level.
~~Back to Contents~~
~~2017~~2019 Option Exercises and Stock Vested
Option Awards Stock Awards
Name
(a)      Number
of Shares
Acquired
on Exercise
(#)
(b)      Value
Realized
on Exercise
($)
(c)      Number
of Shares
Acquired
on Vesting
(#)
(d)      Value
Realized
on Vesting
($)
(e)
James Quincey 0 $ 0 74,735 $ 3,755,686
John Murphy 84,400 1,875,687 15,453 706,627
Kathy N. Waller 222,788 4,179,499 65,331 2,987,423
Manuel Arroyo 0 0 0 0
James L. Dinkins 70,091 1,151,815 15,260 697,802
Brian J. Smith 60,000 1,230,977 34,605 1,582,400
76          The Coca-Cola Company

Option Awards

Stock Awards
Name
(a)
Number of Shares
Acquired on Exercise
(#)
(b)
Value Realized on
Exercise
($)
(c)

Number of Shares
Acquired on Vesting
(#)
(d)
Value Realized
on Vesting
($)
(e)
Muhtar Kent
731,706
$
12,100,588

0
$
0
James Quincey
0

0

0

0
Kathy N. Waller
12,632

296,126

0

0
Marcos de Quinto
197,802

4,195,874

0

0
J. Alexander M. Douglas, Jr.
555,747

7,484,245

66,667

3,062,432
Irial Finan
354,146

5,640,975

0

0
Brian J. Smith
187,800

2,785,880

0

0
~~Option Awards~~ Table of Contents
~~(Columns~~Compensation Tables COMPENSATION 8
OPTION AWARDS (COLUMNS (b) ~~and~~AND (c))
The following table provides details of the stock options exercised in ~~2017.~~2019.
Name
Grant Date
Options
Exercised
Exercise Date
Value Realized
on Exercise
Mr. Kent
02/21/2008
731,706
08/02/2017
$
12,100,588
Ms. Waller
12/18/2002
12,632
08/10/2017

296,126
Mr. de Quinto
02/19/2009
108,402
05/31/2017

2,601,648

02/18/2010
89,400
05/31/2017

1,594,226
Mr. Douglas
02/21/2008
15,000
03/14/2017

193,612

02/21/2008
22,000
05/03/2017

311,905

02/18/2010
18,170
07/28/2017

331,916

02/16/2012
140,000
07/28/2017

1,635,522

02/21/2008
22,568
08/01/2017

375,590

02/19/2009
22,577
11/08/2017

552,929

02/18/2010
39,520
11/08/2017

724,137

02/17/2011
50,912
11/08/2017

717,518

02/16/2012
225,000
11/08/2017

2,641,116
Mr. Finan
02/21/2008
354,146
05/24/2017

5,640,975
Mr. Smith
02/18/2010
87,800
05/10/2017

1,375,351

02/17/2011
25,000
08/15/2017

348,492

02/17/2011
25,000
08/15/2017

350,895

02/17/2011
25,000
08/15/2017

354,857

02/17/2011
25,000
08/16/2017

356,285
Name Grant Date Options
Exercised Exercise
Date Value
Realized
on Exercise
Mr. Murphy       02/18/2010       47,588       06/04/2019          $ 1,058,000
02/18/2010 36,812 06/03/2019 817,687
Ms. Waller 02/17/2011 104,200 06/24/2019 2,085,939
02/16/2012 5,143 07/02/2019 90,761
02/16/2012 84,116 06/25/2019 1,484,743
02/16/2012 29,329 06/24/2019 518,056
Mr. Dinkins 02/21/2013 10,059 10/18/2019 174,921
02/21/2013 10,059 10/18/2019 174,926
02/20/2014 24,987 07/25/2019 400,231
02/20/2014 24,986 07/25/2019 401,737
Mr. Smith 02/16/2012 25,000 09/09/2019 513,022
02/16/2012 35,000 09/09/2019 717,955
~~Stock Awards~~ ~~(Columns~~STOCK AWARDS (COLUMNS (d) ~~and~~AND (e))
The following table provides details of the stock awards that vested and the value realized in ~~2017.~~2019.
Name

Grant Date

Release Date

Number of
Shares

Stock Price on
Release Date¹

Value Realized on
Release

Description
Mr. Douglas

10/14/2015

12/29/2017

66,667

$
45.94

$
3,062,432

Shares underlying a one-time award of restricted stock units
1
Represents the average of the high and low prices of Common Stock on the applicable release date.

Name Grant Date Release Date Number
of Shares Stock Price on
Release Date¹ Value
Realized
on Release Description
Mr. Quincey       08/12/2015       08/30/2019       36,419                     $ 55.02       $ 2,003,591       Shares underlying a one-time award of restricted stock units
02/19/2015 02/15/2019 38,316 45.73 1,752,095 Shares underlying an award of performance share units
Mr. Murphy 02/19/2015 02/15/2019 15,453 45.73 706,627 Shares underlying an award of performance share units
Ms. Waller 02/19/2015 02/15/2019 65,331 45.73 2,987,423 Shares underlying an award of performance share units
Mr. Dinkins 02/19/2015 02/15/2019 15,260 45.73 697,802 Shares underlying an award of performance share units
Mr. Smith 02/19/2015 02/15/2019 34,605 45.73 1,582,400 Shares underlying an award of performance share units
¹ ~~2018 Proxy Statement~~ 73Represents the average of the high and low prices of Common Stock on the applicable release date.
2020 Proxy Statement          77
~~Back to~~Table of Contents
~~2017~~8 COMPENSATIONCompensation Tables
2019 Pension Benefits
Name
(a)
Plan Name
(b)
Number of Years
Credited Service
(#)
(c)

Present Value of
Accumulated
Benefit
($)
(d)
Payments During
Last Fiscal Year
($)
(e)
Muhtar Kent
TCCC Pension Plan
29.9

$
1,504,450
$
0

TCCC Supplemental Pension Plan
—
¹

42,527,529

0
James Quincey
Mobile Plan
11.1
²

1,939,305

10,792

TCCC Pension Plan
3.6

95,903

0

TCCC Supplemental Pension Plan
—
¹

330,692

0
Kathy N. Waller
TCCC Pension Plan
30.3

1,270,749

0

TCCC Supplemental Pension Plan
—
¹

6,274,830

0
Marcos de Quinto
Mobile Plan
17.3

5,512,649

15,149
J. Alexander M. Douglas, Jr.
TCCC Pension Plan
30.0

1,050,615

0
TCCC Supplemental Pension Plan
—
¹

7,178,778

0
Irial Finan
Mobile Plan
10.9
³

7,253,913

15,098

TCCC Pension Plan
2.5

66,447

0

TCCC Supplemental Pension Plan
—
¹

362,950

0
Brian J. Smith
TCCC Pension Plan
20.8

588,597

0

TCCC Supplemental Pension Plan
—
¹

2,883,453

0
1
For each person, the same years of service apply to both the TCCC Pension Plan and the TCCC Supplemental Pension Plan, which work in tandem.
2
In May 2017, Mr. Quincey stopped participating in an international service program and localized to the U.S. As a result, Mr. Quincey began participating again in the TCCC Pension Plan and TCCC Supplemental Pension Plan, and stopped accruing benefits in the Mobile Plan.
3
In July 2015, Mr. Finan stopped participating in an international service program. As a result, Mr. Finan began participating in the TCCC Pension Plan and TCCC Supplemental Pension Plan, and stopped accruing benefits under the Mobile Plan.
Name
(a) Plan Name
(b) Number of Years
Credited Service
(#)
(c) Present Value of
Accumulated Benefit
($)
(d) Payments During
Last Fiscal Year
($)
(e)
James Quincey       Mobile Plan              11.1 ¹                        $ 2,117,804                  $ 0
TCCC Pension Plan 5.6 155,385 0
TCCC Supplemental Pension Plan — ² 1,099,686 0
John Murphy Mobile Plan 31.5 6,411,039 0
Kathy N. Waller TCCC Pension Plan 31.5 1,608,993 0
TCCC Supplemental Pension Plan — ² 7,870,591 1,438,135
Manuel Arroyo Mobile Plan 2.4 ³ 240,484 0
James L. Dinkins TCCC Pension Plan 28.6 1,106,560 0
TCCC Supplemental Pension Plan — ² 2,648,685 0
Brian J. Smith TCCC Pension Plan 22.8 674,690 0
TCCC Supplemental Pension Plan — ² 4,025,932 0
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 TCCC Supplemental Pension Plan and stopped accruing benefits in the Mobile Plan. Mr. Quincey’s actual years of service with the Company is 23.4 years. He participated in the Coca-Cola UK Stakeholder Pension Plan (the “UK Savings Plan”) for a portion of this time.
² For each person, the same years of service apply to both the TCCC Pension Plan and the TCCC Supplemental Pension Plan, which work in tandem.
³ 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 actual years of service with the Company is 21.9 years. He participated in a savings plan in Spain (the “Spanish Savings Plan”) for a portion of this time.
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 ~~2017,~~2019, all Named Executive Officers except ~~Mr. de Quinto~~Messrs. Murphy and 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 ~~2017,~~2019, Messrs. ~~Quincey~~Murphy and ~~de Quinto~~Arroyo participated in the Mobile ~~Employees Retirement Plan (the “Mobile Plan”).~~Plan. Mr. ~~Finan~~Quincey has a benefit under the Mobile Plan for the period he was covered under an international service program. Additional details of these plans are described in the Summary of Plans inAnnex Bbeginning onpage 98104. The table above reflects the present value of benefits accrued by each of the Named Executive Officers from 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 salary and ~~short-term~~annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plan. 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 ~~3.63%~~3.32% for the TCCC Pension Plan and ~~3.60%~~3.26% for the TCCC Supplemental Pension Plan. ~~Additional~~For information on additional assumptions used by the Company in calculating the present value of accumulated benefits, ~~are incorporated herein by reference to~~see Note 1315 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 ten years of service at the time of his or her separation from the Company. Therefore, ~~Ms. Waller and~~ Messrs. ~~Kent, Douglas~~Dinkins and Smith are required to take the traditional pension benefit portion of their TCCC Supplemental Pension Plan benefit in the form of an annuity.
~~2018 Proxy Statement~~ 74
78          The Coca-Cola Company
~~Back to~~Table of Contents
~~2017~~Compensation Tables COMPENSATION 8
2019 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 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 was provided at the same rate as the match in the 401(k) Plan. The Company does not match any additional voluntary deferrals.
Additional details of the Deferred Compensation Plan and the Supplemental 401(k) Plan are described in the Summary of Plans inAnnex Bbeginning onpage 98104.
Name
(a)
Plan Name
Executive
Contributions
in Last FY
($)
(b)
Registrant
Contributions
in Last FY
($)
(c)
Aggregate
Earnings
in Last FY
($)
(d)

Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate Balance
at Last FYE
($)
(f)
Muhtar Kent
Deferred Compensation Plan

N/A

N/A

N/A

N/A

N/A

Supplemental 401(k) Plan

N/A
$
176,050
$
408,537

$
0
$
3,282,096
James Quincey
Deferred Compensation Plan

N/A

N/A

N/A

N/A

N/A

Supplemental 401(k) Plan

N/A

20,883

447

0

22,974
Kathy N. Waller
Deferred Compensation Plan
$
158,521

0

98,547

0

645,517

Supplemental 401(k) Plan

N/A

56,178

46,535

0

392,509
Marcos de Quinto
Deferred Compensation Plan

N/A

N/A

N/A

N/A

N/A
J. Alexander M. Douglas, Jr.
Deferred Compensation Plan

0

0

411,300

0

2,899,638
Supplemental 401(k) Plan

N/A

56,067

153,524

0

1,236,908
Irial Finan
Deferred Compensation Plan

N/A

N/A

N/A

N/A

N/A

Supplemental 401(k) Plan

N/A

70,112

17,830

0

169,188
Brian J. Smith
Deferred Compensation Plan

162,500

0

42,164

0

374,586

Supplemental 401(k) Plan

N/A

41,443

71,315

0

582,350
Name
(a) Plan Name Executive
Contributions
in Last FY
($)
(b) Registrant
Contributions
in Last FY
($)
(c) Aggregate
Earnings in
Last FY
($)
(d) Aggregate
Withdrawals/
Distributions
($)
(e) Aggregate
Balance at
Last FYE
($)
(f)
James Quincey       Deferred Compensation Plan       N/A       N/A       N/A       N/A       N/A
Supplemental 401(k) Plan N/A         $ 221,725     $ 81,147        $ 0 $ 463,992
John Murphy Deferred Compensation Plan N/A N/A N/A N/A N/A
Kathy N. Waller Deferred Compensation Plan         $ 0 0 211,381 0 909,787
Supplemental 401(k) Plan N/A 57,014 (20,517 ) 513,952 23
Manuel Arroyo Deferred Compensation Plan N/A N/A N/A N/A N/A
James L. Dinkins Deferred Compensation Plan 115,363 0 66,496 0 436,640
Supplemental 401(k) Plan N/A 30,577 43,783 0 263,947
Brian J. Smith Deferred Compensation Plan 0 0 246,266 0 1,096,102
Supplemental 401(k) Plan N/A 67,725 149,305 0 880,682
~~Executive Contributions in Last Fiscal Year~~ ~~(Column~~EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR (COLUMN (b))
~~Ms. Waller and~~ Mr. ~~Smith~~Dinkins contributed to the Deferred Compensation Plan in ~~2017.~~2019.
~~Registrant Contributions in Last Fiscal Year~~ ~~(Column~~REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR (COLUMN (c))
All Company matching contributions shown are included in the “All Other Compensation” column of the ~~2017~~2019 Summary Compensation Table.
~~Aggregate Earnings in Last Fiscal Year~~ ~~(Column~~AGGREGATE EARNINGS IN LAST FISCAL YEAR (COLUMN (d))
The earnings reflected in column (d) represent deemed investment earnings or losses from voluntary deferrals and Company contributions, as applicable. The Deferred Compensation Plan and the Supplemental 401(k) Plan do ~~not guarantee~~notguarantee a return on deferred amounts. For these plans, no amounts included in column (d) are reported in the ~~2017~~2019 Summary Compensation Table because the plans do not provide for above-market or preferential earnings.
~~Aggregate Balance at Last Fiscal Year-End~~ ~~(Column~~AGGREGATE BALANCE AT LAST FISCAL YEAR-END (COLUMN (f))
The amounts reflected in column (f) for Ms. Waller and Messrs. ~~Kent, Douglas~~Quincey and ~~Finan,~~Smith, with the exception of amounts reflected in columns (b), (c) and (d), if any, have been reported in prior Company proxy statements. For ~~Messrs. Quincey and Smith,~~Mr. Dinkins, no portion of the amount in column (f) has been reported in prior Company proxy statements because Mr. ~~Quincey reentered the Supplemental 401(k) Plan in 2017, and because Mr. Smith~~Dinkins was not a Named Executive Officer prior to ~~2017.~~2019.
2020 Proxy Statement          79
~~2018 Proxy Statement~~ 75
~~Back to~~Table of Contents
8 COMPENSATIONPayments on Termination or Change in Control
~~PAYMENTS ON TERMINATION OR CHANGE IN CONTROL~~Payments on Termination or Change in Control
General
Most of the Company’s plans and programs contain specific provisions detailing how payments are treated upon termination or change in control. The specific termination and change in control provisions under these plans, which are described below, apply to all participants in each plan. The termination scenarios described in this section include voluntary separation, involuntary separation, disability and death. For more information on the plans described below, see Summary of Plans inAnnex Bbeginning onpage 98104.
~~Named Executive Officer Retirements~~Retirement of Kathy N. Waller
As ~~noted~~disclosed above, ~~several of the Named Executive Officers departed or will be departing the Company in 2018. On March 1, 2018, Mr. Douglas~~Ms. Waller retired from the ~~Company. Upon retirement, Mr. Douglas~~Company on March 15, 2019. The terms of her separation were governed by a letter, dated October 17, 2018. Among other things, Ms. Waller received ~~only the retirement and other benefits he was entitled to~~a cash severance benefit under the ~~standard~~ terms of the ~~applicable Company programs. He~~TCCC Severance Plan of $1,700,000 and an annual incentive award of $297,267 for 2019, which reflects a prorated amount for her time spent in her position through March 15, 2019. Ms. Waller did not receive any ~~severance benefits.~~
On March 31, 2018, Mr. Finan will be retiring from the Company. As previously disclosed, in connection with his retirement, the Company and Mr. Finan entered into a Separation Agreement and Full and Complete Release Agreement on Trade Secrets and Confidentiality on December 7, 2017, which govern the terms of his retirement (the “Finan Separation Agreement”). Pursuant to the Finan Separation Agreement, among other things, Mr. Finan will receive severance benefits under the terms of The Coca-Cola Company Severance Pay Plan (the “TCCC Severance Plan”) upon his retirement. If Mr. Finan remains employed through March 31, 2018, he will receive an annual incentive award for 2018, prorated for three months and payable in Marchequity grants during 2019. ~~Mr. Finan will not receive any further equity grants.~~ All of ~~Mr. Finan’s~~Ms. Waller’s outstanding equity incentive awards ~~will be~~were treated in accordance with the ~~related~~termsof the relevant equity plans under which they were granted and related ~~agreements (see~~agreements. As such, stock options held by Ms. Waller with a value of $432,384 as of March 15, 2019 vested upon her retirement and restricted stock units with a value of $3,889,866 as of March 15, 2019 vested upon her retirement and were released upon the ~~2017 Outstanding Equity Awards at Fiscal Year-End table beginning on~~ ~~page 71). Mr. Finan’s~~completion of the holding period in February 2020. Ms. Waller’s retirement benefits ~~will~~ consist of those benefits accrued and vested under the standard terms and conditions of the plans in which ~~he participates (see 2017 Pension Benefits table beginning on~~ ~~page 74~~).she participated.
On August 31, 2018, Mr. de Quinto will be retiring from the Company. As previously disclosed, in connection with his retirement, the Company and Mr. de Quinto entered into a Separation Agreement and Full and Complete Release Agreement on Trade Secrets and Confidentiality on March 20, 2017, which govern the terms of his retirement (the “de Quinto Separation Agreement”). Pursuant to the de Quinto Separation Agreement, among other things, the Company will pay standard repatriation allowances for Mr. de Quinto to repatriate to Spain upon retirement if he chooses; Mr. de Quinto will continue to receive standard assignment-related allowances through his retirement date; and the Company made the annual payment for Mr. de Quinto’s security in Spain for 2018. If Mr. de Quinto remains employed through August 31, 2018, he will receive an annual incentive award for 2018, prorated for eight months and payable in March 2019. Mr. de Quinto will not receive any further equity grants. All of Mr. de Quinto’s outstanding equity incentive awards will be treated in accordance with the related equity plans and related agreements (see the 2017 Outstanding Equity Awards at Fiscal Year-End table beginning on ~~page 71~~). Mr. de Quinto’s retirement benefits will consist of those benefits accrued and vested under the standard terms and conditions of the plans in which he participates (see 2017 Pension Benefits table beginning on ~~page 74~~).
In accordance with the SEC’s rules, the remainder of this section assumes that employment for each of Messrs. Douglas, Finan and de Quinto was terminated or a change of control of the Company occurred as of December 31, 2017 and does not take into account Mr. Douglas’ retirement or the terms of the Finan and de Quinto Separation Agreements described above.
Change in Control
The change in control provisions in the various Company plans were adopted to mitigate 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. Thus, the change in control provisions are designed with the intention of ensuring that employees are neither harmed nor given a windfall in the event of a change in control. The Company’s plans generally provide that a change in control may occur ~~upon (i)~~upon(i) a greater than a 20% change in ownership of the Company; (ii) a change of the majority of the Board within a two-year period; or (iii) certain merger and consolidation transactions. As described below, Company equity plans include “double-trigger” change in control provisions.
The Company does not have individual change in control agreements and no tax gross-up is provided for any taxes incurred as a result of a change in control payment. The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred.
~~2018 Proxy Statement~~ 76
~~Back to Contents~~
Severance Plan
All of the Named Executive Officers ~~other than Mr. de Quinto~~ are covered by the TCCC Severance Plan.
~~Termination, Death, Disability~~TERMINATION, DEATH, DISABILITY
Generally, benefits are payable under the TCCC Severance Plan when an employee is terminated involuntarily due to ~~specific~~certain circumstances, such as an internal reorganization ~~or position~~orposition elimination. The maximum cash severance benefit under this plan is two years of base pay, payable as a lump sum. ~~For Mr. de Quinto, if terminated involuntarily other than for cause, he is entitled to receive two times the amount of his base salary that exceeds $750,000 at the time of separation.~~
~~Change in Control~~CHANGE IN CONTROL
There are no separate change in control provisions included in the TCCC Severance Plan.
80          The Coca-Cola Company
Table of Contents
Payments on Termination or Change in ControlCOMPENSATION 8
Annual Incentive Plan
All of the Named Executive Officers participated in the annual Performance Incentive Plan in ~~2017.~~2019.
~~Termination, Death, Disability~~TERMINATION, DEATH, DISABILITY
Generally, participants employed on December 31 are eligible to receive a cash incentive for the year, regardless of whether employment continues through the payment date. Employees who (i) terminate employment prior to December 31 who ~~are at~~areat least 55 years of age with ten years of service; (ii) die; or (iii) move to an affiliate generally receive a prorated incentive based on actual Company performance and the portion of the year actually worked.
~~Change in Control~~CHANGE IN CONTROL
Upon a change in control, participants receive the target amount of the annual incentive after the end of the performance year. This amount is prorated if the participant leaves during the year.
Deferred Compensation Plans
All of the Named Executive Officers except Messrs. ~~Quincey~~Murphy and ~~de Quinto~~Arroyo were eligible to participate in the Deferred Compensation Plan in ~~2017.~~2019. However, not all chose to participate.
~~Termination, Death, Disability~~TERMINATION, DEATH, DISABILITY
Under the Deferred Compensation Plan, employees who terminate employment after age 50 with five years of service receive payments based on elections made at the time they elected to defer compensation. Other employees receive a lump sum after termination. Individuals who are designated as “specified employees” under Section ~~409A of~~409Aof the Tax Code may not receive payments for at least six months following termination of employment to the extent the amounts were deferred after January 1, 2005. There are no enhanced benefits payable under the Deferred Compensation Plan upon a participant’s death or disability.
~~Change in Control~~CHANGE IN CONTROL
Upon a change in control, any Company discretionary contributions to the Deferred Compensation Plan vest. No Named Executive Officers have received a Company discretionary contribution.
~~2018 Proxy Statement~~ 77
~~Back to Contents~~
Equity Plans
All of the Named Executive Officers participated in the Company’s equity plans in ~~2017.~~2019.
~~Termination~~TERMINATION
The treatment of equity upon termination of employment depends on the reason for the termination and the employee’s age and length of service at termination. The ~~chart~~table below details the termination provisions of the various equity award types.
Award Type
Separation Prior to Meeting
Age/Service Requirement¹
Separation After Meeting Age/Service
Requirement of 60 years/10 years of service Involuntary Separation After
Meeting Age/Service Requirement of
50 years/10 years of service¹
Stock Options
Employees have six months to exercise vested options. Unvested options are forfeited.
All options held at least 12 months vest. Employees have the full remaining term to exercise the options.
All options held at least 12 months continue to vest for up to four years.
Restricted Stock/ Restricted Stock Units

Shares are forfeited unless held until the time specified in the grant and performance measures, if any, are met.
Shares are forfeited unless held until the time specified in the grant and performance measures, if any, are met. Some grants vest upon meeting age and service requirements.
Shares are forfeited unless held until the time specified in the grant and performance measures, if any, are met. Some grants vest upon meeting age and service requirements.
PSUs
All PSUs are forfeited if separation occurs prior to satisfaction of performance measures and holding requirements.
For grants held at least 12 months, the employee receives the same number of earned shares as active employees after the results are certified.
1
The age and service requirement is generally age 60 with at least ten years of service. In 2012, the Compensation Committee approved a special equity program for employees who are at least age 50 with at least ten years of service and are involuntarily terminated. This program provides that (i) outstanding stock options held at least 12 months will not be forfeited and continue to vest for up to four years and (ii) outstanding
Outstanding PSUs held at least 12 months will not be forfeited and a prorated amount will be released after the results are certified. ~~Executive~~
¹ Applicable for involuntary separations due to specific circumstances, such as an internal reorganization or position elimination. For grants prior to 2013, executive officers are not eligible for this ~~program~~treatment without specific approval by the Talent and Compensation Committee. No Named Executive Officer has been made eligible for ~~the program. Equity plans and award agreements were amended in February 2013 to apply these provisions to all grants beginning in 2013 for all eligible employees.~~
this treatment.
2020 Proxy Statement          81
~~Death~~Table of Contents
8 COMPENSATIONPayments on Termination or Change in Control
DEATH
If an employee dies, all options vest if the options have been accepted. The employee’s estate has five years from the date of death to exercise the options. ~~Restricted~~Provided they have been accepted, restricted stock and restricted stock units vest and are released to the employee’s estate. ~~For~~Provided the PSUs have been accepted, if death occurs during the ~~performance period,~~performanceperiod, the employee’s estate receives a cash payment equal to the value of the target number of shares. For PSUs where performance has been certified, the employee’s estate receives a cash payment based on the certified results within 90 days.
~~Disability~~DISABILITY
If an employee terminates employment because of disability, all options ~~become nonforfeitable,~~vest, and the employee has the full remaining term to exercise the options. Restricted stock and restricted stock units vest and are released to the employee. For ~~PSUs in~~PSUsin the performance period, the employee receives shares equal to the number of shares that the employee would have earned based on actual performance after the end of the performance period.
~~Change in Control~~CHANGE IN CONTROL
Beginning with awards in 2015, the treatment of equity upon a change in control is governed by the 2014 Equity Plan. Awards granted prior to 2015 were governed by applicable plans and agreements. The ~~chart~~table below details the double-trigger change in control provisions of the various ~~equity award~~equityaward types if awards are assumed by the successor company. If awards are not assumed by the successor company, accelerated vesting generally occurs upon a change in control.
Award Type
Grants Prior to 2015
Grants Beginning in 2015
Stock Options
Options vest if an employee is terminated within two years following the change in control.
Options vest if an employee is terminated without cause within one year following the change in control.
Restricted Stock/ Restricted Stock Units
Shares vest if an employee is terminated within two years following the change in control.
Shares vest if an employee is terminated without cause within one year following the change in control.
PSUs
PSUs vest at the target level if an employee is terminated within two years following the change in control.
PSUs vest if an employee is terminated without cause within two years following the change in control (i) at the target level if the change in control occurs during the first half of the performance period and (ii) based on actual performance if the change in control occurs during the second half of the performance period. In each case, the final payout is prorated based on time worked in the performance period.
~~2018 Proxy Statement~~ 78
~~Back to Contents~~
Retirement and 401(k) Plans
All of the Named Executive Officers except ~~Mr. de Quinto~~Messrs. Murphy and Arroyo were participants in the TCCC Pension Plan, the TCCC Supplemental Pension Plan, the 401(k) Plan and the Supplemental 401(k) Plan in ~~2017. Mr. de Quinto~~2019. Messrs. Murphy andArroyo participated in the Mobile Plan in ~~2017, and Mr. Quincey participated in the Mobile Plan until May 1, 2017, when he was localized to the U.S.~~2019. Mr. Quincey has a benefit under the ~~Coca-Cola~~ UK ~~Stakeholder Pension~~Savings Plan ~~(the “UK Savings Plan”)~~ related to a prior period of employment. Mr. ~~de Quinto~~Arroyo has a benefit under ~~a retirement plan in Spain (the “Spanish~~the Spanish Savings ~~Plan”)~~Plan related to a prior period of employment. ~~Mr. Finan participated in the Mobile Plan until he was localized to the U.S. in 2015.~~
~~Termination, Death, Disability~~TERMINATION, DEATH, DISABILITY
No payments may be made under the TCCC Pension Plan or the TCCC Supplemental Pension Plan until an employee has separated from service and met eligibility requirements. Generally, no payments may be made under the 401(k) Plan, the Supplemental 401(k) Plan or the Mobile Plan until separation from service, except distributions may be taken from the 401(k) Plan after age 59½ and distributions related to mandatory tax payments may be made under the Mobile Plan, whether or not the employee has terminated employment.
Individuals who are designated as “specified employees” under Section 409A of the Tax Code, which include the U.S.-based Named Executive Officers, may not receive payments from the TCCC Supplemental Pension Plan, the Supplemental 401(k) Plan or the Mobile Plan for at least six months following termination of employment.
There are no enhanced benefits payable under the TCCC Pension Plan, the TCCC Supplemental Pension Plan, the 401(k) Plan, the Supplemental 401(k) Plan, the Mobile Plan, the UK Savings Plan or the Spanish Savings Plan upon a participant’s death or disability.
82          The Coca-Cola Company
Table of Contents
Payments on Termination or Change in ControlCOMPENSATION 8
CHANGE IN CONTROL
The TCCC Pension Plan and the TCCC Supplemental Pension Plan contain change in control provisions that affect all participants equally, including the participating Named Executive Officers. These provisions provide an enhanced benefit to vested participants for benefits accrued under the defined benefit formula if certain conditions are met, including that the employee must actually leave the Company within two years of a change in control. A change in control has no effect on the cash balance portion of ~~the TCCC~~theTCCC Pension Plan and there are no additional credited years of service. Upon a change in control under the TCCC Pension Plan and the TCCC Supplemental Pension Plan, the earliest retirement age is reduced resulting in an enhanced benefit for participants who have not reached the earliest retirement age.
The 401(k) Plan, the Supplemental 401(k) Plan, the Mobile Plan, the UK Savings Plan and the Spanish Savings Plan do not have special provisions for 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, ~~2017. While Mr. Douglas~~2019, with the exception of Ms. Waller who retired ~~on March 1, 2018,~~in 2019 and ~~Messrs. de Quinto and Finan will be retiring later in 2018, this section assumes the applicable triggering event occurred~~for whom her actual termination benefits are described above on ~~December 31, 2017.~~page 80.
The table does not include:
✹
~~compensation or benefits previously earned by the Named Executive Officers or equity awards that are fully vested;~~
✹
~~the value of pension benefits that are disclosed in the 2017 Pension Benefits table beginning on~~ ~~page 74, except for any pension enhancement triggered by the event, if applicable;~~
✹
~~the amounts payable under deferred compensation plans that are disclosed in the 2017 Nonqualified Deferred Compensation table on~~ ~~page 75; or~~
✹
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.
● ~~2018 Proxy Statement~~compensation or benefits previously earned by the Named Executive Officers or equity awards that are fully vested;
● the value of pension benefits that are disclosed in the 2019 Pension Benefits table beginning on page 78, except for any pension enhancement triggered by the event, if applicable;
● the amounts payable under deferred compensation plans that are disclosed in the 2019 Nonqualified Deferred Compensation table on page 79; or
● 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.
~~Back to Contents~~

Voluntary
Separation
$
(a)

Involuntary
Separation
$
(b)

Death
$
(c)
Disability
$
(d)

Change in
Control
$
(e)
Voluntary
Separation
$
(a) Involuntary
Termination
$
(b) Death
$
(c) Disability
$
(d) Change in
Control
$
(e)
Mr. Kent

Severance Payments
$
0

$
2,000,000

$
0
$
0

$
0
Annual Incentive¹

0

0

0

0

2,000,000
Stock Options²

7,298,022

7,298,022

9,706,226

9,706,226

9,706,226
PSUs and Restricted Stock Units³

13,807,127

13,807,127

37,308,423

13,807,127

31,451,153
Pension Enhancement

0

0

0

0

0
TOTAL

21,105,149

23,105,149

47,014,649

23,513,353

43,157,379
Mr. Quincey


Severance Payments

0

2,600,000

0

0

0
$ 0 $ 3,200,000 $ 0 $ 0 $ 0
Annual Incentive¹

0

0

0

0

2,493,150
0 0 0 0 3,200,000
Stock Options²

0

1,560,372

3,246,114

3,246,114

3,246,114
0 6,854,468 12,080,535 12,080,535 12,080,535
PSUs and Restricted Stock Units³

0

2,133,604

17,893,384

5,475,411

12,795,060
0 7,193,563 36,176,428 7,193,563 32,139,254
Pension Enhancement⁴

0

0

0

0

92,418
0 0 0 0 50,497
TOTAL

0

6,293,976

21,139,498

8,721,525

18,626,742
0 17,248,031 48,256,963 19,274,098 47,470,286
Ms. Waller

Mr. Murphy
Severance Payments

0

1,700,000

0

0

0
0 1,600,000 0 0 0
Annual Incentive¹

0

0

0

0

1,062,500
0 0 0 0 1,000,000
Stock Options²

0

1,306,076

2,085,734

2,085,734

2,085,734
0 2,077,280 3,993,502 3,993,502 3,993,502
PSUs and Restricted Stock Units³

0

1,324,693

9,709,951

1,324,693

7,865,621
0 1,046,392 10,901,625 1,046,392 9,150,849
Pension Enhancement

0

0

0

0

0
0 0 0 0 0
TOTAL

0

4,330,769

11,795,685

3,410,427

11,013,855
0 4,723,672 14,895,127 5,039,894 14,144,351
Mr. de Quinto

Mr. Arroyo
Severance Payments

0

68,176

0

0

0
0 1,197,000 0 0 0
Annual Incentive¹

0

0

0

0

716,958
0 0 0 0 748,125
Stock Options²

0

1,215,246

2,069,154

2,069,154

2,069,154
0 520,532 1,670,266 1,670,266 1,670,266
PSUs and Restricted Stock Units³

0

1,035,512

9,998,124

1,035,512

7,787,442
0 0 3,997,156 0 2,363,999
Pension Enhancement

0

0

0

0

0
0 0 0 0 0
TOTAL

0

2,318,934

12,067,278

3,104,666

10,573,554
0 1,717,532 5,667,422 1,670,266 4,782,390
Mr. Douglas

Severance Payments

0

1,446,890

0

0

0
Annual Incentive¹

0

0

0

0

904,306
Stock Options²

0

1,914,207

2,576,465

2,576,465

2,576,465
PSUs and Restricted Stock Units³

0

3,132,457

12,663,568

5,217,887

11,144,252
Pension Enhancement

0

0

0

0

0
TOTAL

0

6,493,554

15,240,033

7,794,352

14,625,023
Mr. Finan

Mr. Dinkins
Severance Payments

0

1,829,538

0

0

0
0 1,188,000 0 0 0
Annual Incentive¹

0

0

0

0

1,372,154
0 0 0 0 742,500
Stock Options²

2,632,190

2,632,190

3,585,435

3,585,435

3,585,435
0 1,342,566 2,318,103 2,318,103 2,318,103
PSUs and Restricted Stock Units³

4,530,466

4,530,466

14,362,229

4,530,466

12,156,778
0 1,579,357 7,063,380 1,579,357 6,225,989
Pension Enhancement

0

0

0

0

0
0 0 0 0 0
TOTAL

7,162,656

8,992,194

17,947,664

8,115,901

17,114,367
0 4,109,923 9,381,483 3,897,460 9,286,592
Mr. Smith

Severance Payments

0

1,300,000

0

0

0
0 1,700,000 0 0 0
Annual Incentive¹

0

0

0

0

812,500
0 0 0 0 1,487,500
Stock Options²

1,112,245

1,112,245

1,774,503

1,774,503

1,774,503
2,289,304 2,289,304 4,379,733 4,379,733 4,379,733
PSUs and Restricted Stock Units³

1,855,295

1,855,295

7,167,557

1,855,295

5,548,268
2,531,654 2,531,654 12,993,357 2,531,654 11,351,732
Pension Enhancement

0

0

0

0

0
0 0 0 0 0
TOTAL

2,967,540

4,267,540

8,942,060

3,629,798

8,135,271
4,820,958 6,520,958 17,373,090 6,911,387 17,218,965
¹ ~~2018 Proxy Statement~~ 80
~~Back to Contents~~
1
Except upon a change in control, no amounts are included for the Performance 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).
2020 Proxy Statement          83
Table of Contents
8 COMPENSATIONPayments on 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 ~~$45.88~~$55.35 on December ~~29, 2017,~~31, 2019, the last trading day of the year.
³
No amounts are included for the ~~2015-2017, 2016-2018~~2017-2019, 2018-2020 and ~~2017-2019~~2019-2021 PSU programs for Voluntary Separation, Involuntary ~~Separation~~Termination and Disability because the PSUs remain subject to performance requirements even after the event. Seepage 5855for the status of these PSU programs.
⁴
For Mr. Quincey, represents the value of a more favorable early retirement subsidy in the event of a change in control and subsequent termination. No other Named Executive Officer would receive a pension enhancement upon a change in control.
~~Voluntary Separation~~ ~~(Column~~VOLUNTARY SEPARATION (COLUMN (a))
Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” for ~~Messrs. Kent, Finan and~~Mr. Smith because ~~each~~he has satisfied the age and service requirement for acceleration of vesting of certain equity awards held for at least 12 months. The amount included in “PSUs and Restricted Stock Units” ~~for these Named Executive Officers reflects the~~reflectsthe value of the shares earned under the ~~2014-2016~~2016-2018 PSU program. ~~Ms. Waller and~~ Messrs. Quincey, ~~de Quinto~~Murphy, Arroyo and ~~Douglas~~Dinkins have not satisfied the age and service requirement for acceleration of any equity awards, and therefore, no additional payments would be triggered upon voluntary separation.
~~Involuntary Termination~~ ~~(Column~~INVOLUNTARY TERMINATION (COLUMN (b))
Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” for ~~Messrs. Kent, Finan and~~Mr. Smith because ~~each~~he has satisfied the age and service requirement for acceleration of vesting of certain equity awards held for at least 12 months. Amounts are included under “Stock Options” ~~and~~and/or “PSUs and Restricted Stock Units” for ~~Ms. Waller and~~ Messrs. Quincey, ~~de Quinto~~Murphy,Arroyo and ~~Douglas~~Dinkins because involuntary termination triggers continued vesting of equity awards granted beginning in 2013 after the age and service requirement has been met. The amount included in “PSUs and Restricted Stock Units” reflect the value of the shares earned under the ~~2014-2016~~2016-2018 PSU program.
~~Death~~ ~~(Column~~DEATH (COLUMN (c))
Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” because death triggers acceleration of vesting of certain equity awards. The amounts for “PSUs and Restricted Stock Units” reflect (i) the value of the ~~shares earned~~sharesearned under the ~~2014-2016~~2016-2018 PSU program; and (ii) the value of the target number of shares granted under the ~~2015-2017, 2016-2018~~2017-2019, 2018-2020 and ~~2017-2019~~2019-2021 PSU ~~programs; and (iii) for Messrs. Quincey and Douglas, the value of time-based restricted stock units.~~programs.
~~Disability~~ ~~(Column~~DISABILITY (COLUMN (d))
Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” because termination of employment caused by disability triggers acceleration of vesting ~~or continued~~orcontinued vesting of certain equity awards. The amounts for “PSUs and Restricted Stock Units” reflect ~~(i)~~ the value of the shares earned under the ~~2014-2016~~2016-2018 PSU ~~program and (ii) for Messrs. Quincey and Douglas, the value of time-based restricted stock units.~~program.
~~Change in Control~~ ~~(Column~~CHANGE IN CONTROL (COLUMN (e))
Amounts are included under “Stock Options” and “PSUs and Restricted Stock Units” for all Named Executive Officers because a change in control triggers acceleration of vesting of certain equity awards. Since equity awards have double-trigger change in control provisions, the table above assumes that both a change in control and a subsequent termination of employment have occurred. The amounts for “PSUs and Restricted Stock Units” reflect (i) the value of ~~the shares~~theshares earned under the ~~2014-2016~~2016-2018 PSU program; (ii) the value of the number of shares granted under the ~~2015-2017~~2017-2019 PSU program at the maximum award level; (iii) the value of the ~~target~~ number of shares granted under ~~2016-2018 and 2017-2019~~the 2018-2020 PSU ~~programs, but~~program at the maximum award level, prorated for ~~one and~~ two years of the performance ~~period, respectively;~~period; and (iv) ~~for Messrs. Quincey and Douglas,~~ the value of ~~time-based restricted stock units.~~
~~2018 Proxy Statement~~ 81
~~Back to Contents~~the number of shares granted under 2019-2021 PSU program at the target award level, prorated for one year of the performance period.
84          The Coca-Cola Company
~~EQUITY~~Table of Contents
Equity Compensation Plan Information COMPENSATION ~~PLAN INFORMATION~~ 8
Equity Compensation Plan Information
All numbers in the following table are as of December 31, ~~2017.~~2019.
Plan Category

Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)

Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights
(b)

Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)

Equity Compensation Plans Approved by Security Holders

184,688,629
¹

$
34.98
²

416,460,716
³
Equity Compensation Plans Not Approved by Security Holders

0

N/A

0

TOTAL

184,688,629

416,460,716

1
Includes 172,618,005 shares issuable pursuant to outstanding options under the 2014 Equity Plan, The Coca-Cola Company 1999 Stock Option Plan, The Coca-Cola Company 2002 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan. The weighted-average exercise price of such options is $35.02. Also includes 11,746,231 full-value awards of shares outstanding under the 2014 Equity Plan, 1989 Restricted Stock Award Plan and The Coca-Cola Company 1983 Restricted Stock Award Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. In connection with the acquisition (“CCE Transaction”) of the former North America business of Coca-Cola Enterprises Inc. (“CCE”), certain outstanding awards relating to CCE common stock granted under shareowner-approved CCE equity incentive plans were replaced with awards relating to the Company’s Common Stock. As a result, the table above includes 324,393 shares issuable pursuant to outstanding options under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan, which was assumed by the Company in connection with the CCE Transaction. The weighted-average exercise price of such options is $12.86.
2
The weighted-average term of the outstanding options is 4.84 years.
3
Includes 413,491,461 shares that may be issued pursuant to future awards under the 2014 Equity Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. The 2014 Equity Plan uses a fungible share pool under which each share issued pursuant to an option reduces the number of shares available by one share, and each share issued pursuant to awards other than options reduces the number of shares available by five shares. See Long-Term Incentive Compensation beginning on page 57 for more information, including the Equity Stewardship Guidelines, which include a burn rate commitment. With this burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares that may be used is estimated not to exceed 200,000,000 (based on Common Stock outstanding decreasing by 1% each year). Also includes, 2,732,413 options which may be issued pursuant to future awards under The Coca-Cola Company 1999 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan and 236,842 shares of Common Stock that may be issued pursuant to the 1989 Restricted Stock Award Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. The maximum term of the options is ten years.
Plan Category       Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)       Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights
(b)       Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)
Equity Compensation Plans Approved by
Security Holders           116,355,656 ¹                    $38.43 ²                                 370,797,048 ³
Equity Compensation Plans Not Approved by
Security Holders 0 N/A 0
TOTAL 116,355,656 370,797,048
¹
Includes 105,470,183 shares issuable pursuant to outstanding options under the 2014 Equity Plan, The Coca-Cola Company 1999 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan. The weighted-average exercise price of such options is $38.43. Also includes 10,885,473 full-value awards of shares outstanding under the 2014 Equity Plan and the 1989 Restricted Stock Award Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met.
²
The weighted-average term of the outstanding options is 4.41 years.
³
Includes 367,827,793 shares that may be issued pursuant to future awards under the 2014 Equity Plan, including shares that may be issued pursuant to outstanding PSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. The 2014 Equity Plan uses a fungible share pool under which each share issued pursuant to an option reduces the number of shares available by one share, and each share issued pursuant to awards other than options reduces the number of shares available by five shares. See Long-Term Incentive Compensation beginning onpage 54for more information, including the Equity Stewardship Guidelines, which include a burn rate commitment. With this burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares that may be used is estimated not to exceed 200,000,000 (based on Common Stock outstanding decreasing by 1% each year). Also includes 2,732,413 options which may be issued pursuant to future awards under The Coca-Cola Company 1999 Stock Option Plan and The Coca-Cola Company 2008 Stock Option Plan and 236,842 shares of Common Stock that may be issued pursuant to the 1989 Restricted Stock Award Plan. The maximum term of the options is ten years.
Share units credited under the Supplemental 401(k) Plan and the Directors’ Plan are not included in the table above since payouts under those plans are in cash.
The Company or its applicable subsidiary provides a matching contribution in Common Stock under various plans throughout the world. No shares are issued by the Company under any of these plans, and therefore these plans are not included in the table above. Shares are purchased on the open market by a third-party trustee. These plans are exempt from the shareowner approval requirements of the NYSE. ~~These plans are as follows:~~
~~401(k)~~~~and~~~~Savings~~~~Plans~~~~(U.S.).~~There are several 401(k) and savings plans in the U.S. that include a Company matching contribution component, including the Company’s primary plan, the 401(k) Plan. Under the 401(k) Plan, the Company matches employee contributions up to a maximum of 3.5% of an employee’s compensation, subject to limits imposed by the Tax Code. Employees vest in the matching contributions over two years. Generally, employees may not withdraw the matching contributions until termination of employment. The other 401(k) and savings plans that include a Common Stock matching contribution component match employee contributions up to a maximum of between 3% to 6% of an employee’s compensation, subject to limits imposed by the Tax Code, include vesting provisions of between two and three years and have similar withdrawal restrictions as the 401(k) Plan.
~~The~~~~Coca-Cola~~~~Export~~~~Corporation~~~~Employee~~~~Share~~~~Savings~~~~Scheme~~~~(UK).~~The company matches employee contributions to a maximum of £1,500 per year. The employee is vested in the matching contributions once a month when matching shares of Common Stock are purchased. However, the matching shares of Common Stock may not be withdrawn before a five-year holding period without adverse tax consequences.
~~Employees’ Savings and Investment Plan of Coca-Cola Ltd. (Canada).~~ After completing 12 months of employment and a specified minimum hours of service, the company matches 50% of an employee’s contributions of 7% to 3.5% of eligible earnings, based on an employee’s date of employment. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment.
~~Employee~~~~Savings~~~~and~~~~Investment~~~~Plan~~of~~Coca-Cola~~~~Refreshments~~~~Canada~~~~Company~~~~(Canada).~~ After one year of employment, the company matches 50% of a full-time employee’s contributions of 2% to 6% (union) or 2% to 7% (non-union) of eligible earnings, up to a maximum of 3% or 3.5%, as applicable. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment.
~~Employee~~~~Stockholding~~~~Program~~~~(Japan).~~The employee must be employed for at least three years in order to participate, and the company matches contributions up to 1.8% of an employee’s annual base salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until the employee terminates from the company or the employee requests to terminate from the plan. Specific regulations apply for cases when employees request to terminate from the plan.
~~Share~~~~Savings~~~~Plan~~~~(Denmark).~~The company matches contributions up to 3% of an employee’s salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn for ten years without tax liability.
The Company also sponsors employee share purchase plans in several jurisdictions outside the ~~U.S.~~United States. The Company does not grant or issue Common Stock pursuant to these plans, but does facilitate the acquisition of Common Stock by employees in a cost-efficient manner. These plans are not equity compensation plans.
~~2018 Proxy Statement~~ 82
2020 Proxy Statement          85
~~Back~~Table of Contents
8 COMPENSATIONPay Ratio Disclosure
Pay Ratio Disclosure
As required by SEC rules, we are providing the following information to ~~Contents~~
~~PAY RATIO DISCLOSURE~~
~~Under Section 953(b) of~~explain the ~~Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of~~relationship between the annual total compensation of Mr. Quincey, who ~~has~~ served as the Company’s Chief Executive Officer ~~since May 1, 2017, to~~in 2019, and the annual total compensation of the median employee of the Company, ~~(the “Pay Ratio Disclosure”)~~excluding our CEO. The Company selected October 1, 2019 as the determination date for identifying the median employee for purposes of this pay ratio disclosure.
As of October 1, 2019, the Company employed approximately 86,000 employees globally, including approximately 10,000 in the United States. 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. 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 in each jurisdiction consistent with market practice and the use of performance-based metrics that reward exceptional business performance. For more information regarding our compensation philosophy, seepage 47.
We are using a different median employee from the person that was identified in the preparation of our pay ratio disclosure for 2018. Since October 1, 2018, the date as of which the Company last identified its median employee, the Company experienced the following significant changes in its employee population, which increased the number of employees globally and changed our median employee compensation:
● In December 2018, the Company acquired a controlling interest in the Philippine bottling operations from Coca-Cola FEMSA, S.A.B. de C.V. and now owns 100% of the Philippine bottling operations. As a result, approximately 10,000 employees in the Philippines are included in the calculation of the pay ratio for 2019. They were not included in the calculation of the pay ratio for 2018.
● In January 2019, the Company acquired Costa, a coffee company with retail outlets in over 30 countries. As a result, approximately 20,000 Costa employees are included in the calculation of the pay ratio for 2019. They were not included in the calculation of the pay ratio for 2018. As is customary in the retail coffee industry, Costa employees frequently work in flexible, part-time roles which has the effect of lowering the annual total compensation for our median employee.
In addition, during the second quarter of 2019, the Company updated its plans for CCBA and now intends to maintainits controlling stake in CCBA for the foreseeable future. As a result, CCBA no longer qualifies as held for sale or as a discontinued operation, and the Company now presents the financial results of CCBA within its results from continuing operations. Therefore, unlike 2018, we will not be providing a supplemental pay ratio that excludes all of the approximate 19,000 employees, as of October 1, 2019, of CCBA’s bottling operations, the vast majority of which are located in Africa.
For ~~2017,~~2019, the median annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the Chief Executive Officer) was ~~$47,312.~~$11,285. Mr. Quincey’s annual total compensation for ~~2017 for purposes of~~2019, as reported under the ~~Pay Ratio Disclosure~~“Total” column (column (j)) in the 2019 Summary Compensation Table, was ~~$10,874,694.~~$18,701,149. Based on this information, for ~~2017,~~2019, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees was estimated to be ~~230~~1,657 to 1.
To identify, and to determine the annual total compensation of, the median employee, we used the ~~following methodology:~~
✹
~~We collected~~same methodology that was applied in the ~~payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis as of October 1, 2017.~~
✹
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, 2017. We applied an exchange rate as of October 1, 2017, to convert all international currencies into U.S. dollars.
✹
~~We used total base pay as of October 1, 2017, as our consistently applied compensation measure. We identified all employees within 5%~~calculation of the ~~median, and from this group used statistical sampling to select an employee as a reasonable representative of our median employee.~~pay ratio for 2018. Specifically:
● 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, 2019. We did not make any cost-of-living adjustments to compensation.
● 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, 2019.
● We applied an exchange rate as of October 1, 2019 to convert all foreign currencies into U.S. dollars.
● We used total base pay as of October 1, 2019 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.
Using this methodology, we determined that the median employee was a ~~non-exempt, full-time~~part-time, hourly Costa employee located in the ~~U.S.~~United Kingdom with an annual total compensation of ~~$47,312~~$11,285 for ~~2017,~~2019, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes base pay ~~overtime~~and an employer retirement contribution.
We believe our pay ~~and the Company’s matching contribution to that employee’s 401(k) plan, as well as the change in pension value during 2017 under the TCCC Pension Plan.~~
Mr. Quincey served as Chief Executive Officer on October 1, 2017, the determination date of the median employee. Because Mr. Quincey did not serve as the Chief Executive Officer for the entirety of 2017, we elected to annualize the following components of his compensation for purposes of the Pay Ratio Disclosure as if he were the Chief Executive Officer for the full year ending December 31, 2017: base salary, annual incentive and aircraft usage, as well as the Company’s matching contributions to Mr. Quincey in the 401(k) Plan and the Supplemental 401(k) Plan. No other adjustments were made to the remaining components of Mr. Quincey’s annual total compensation as reported in the 2017 Summary Compensation Table. As a result of these annualizing adjustments, for purposes of the Pay Ratio Disclosure, Mr. Quincey’s annual total compensation of $10,874,694 for 2017 differs from the amount of $10,582,230 reported for Mr. Quincey in the 2017 Summary Compensation Table (see ~~page 65~~).
~~The Pay Ratio Disclosure~~ratio presented above is a reasonable estimate. Because ~~the~~ SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, ~~the Pay Ratio Disclosure~~our pay ratio may not be comparable to the pay ratio reported by other companies.
86          The Coca-Cola Company
Table of Contents
9 ~~2018 Proxy Statement~~ 83
Audit Matters
~~Back to Contents~~Report of the Audit Committee
~~AUDIT MATTERS~~
~~REPORT OF THE AUDIT COMMITTEE~~
The Audit Committee operates under a written charter adopted by the Board that outlines its responsibilities and the practices it follows. You can view the charter on the Company’s website,www.coca-colacompany.com, by clicking on “Investors,” then “Corporate Governance,” then ~~“Board Committees & Charters.~~“Committees.” The Audit Committee reviews and assesses the adequacy of its charter at least annually and, when appropriate, recommends to the Board changes to the ~~Board~~charter to reflect the evolving role of the Audit Committee.
The Audit Committee is composed entirely of non-employee Directors who meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Board ~~has~~ designated Ronald W. Allen and David B. Weinberg as “Audit Committee financial experts” under the SEC ~~rules.~~rules for 2019.
Primary Responsibilities and ~~2017~~2019 Actions
The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements. The Audit Committee oversees the Company’s compliance with legal and regulatory requirements, the Independent Auditors’ qualifications and independence, the performance of the Company’s internal audit function and the Independent Auditors, the Company’s ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs. The Audit Committee also generally oversees the Company’s overall ERM program and has direct oversight over financial reporting and control and the Company’s product integrity assurance and information technology security programs within the ERM framework. In addition, at the request of the Audit Committee, during some of its meetings, the Audit Committee participates in educational sessions on accounting and financial control matters and on areas of the Company’s operations, including some of the areas of risk it oversees.
In ~~2017,~~2019, the Audit Committee held ~~nine~~eight meetings. Meeting agendas are established by the Audit Committee Chair and the Chief of Internal Audit. During ~~2017,~~2019, among other things, the Audit Committee:
✹
● met with the senior members of the Company’s financial management team at each regularly scheduled meeting;
● held separate private sessions, during its regularly scheduled meetings, with each of the Company’s General Counsel, the Independent Auditors and the Chief of Internal Audit, at which candid discussions regarding financial management, legal, accounting, auditing and internal control issues took place;
● continued its long-standing practice of having independent legal counsel regularly attend Audit Committee meetings;
● met with the Chief Ethics and Compliance Officer to discuss the effectiveness of the Company’s compliance program and regularly received status reports of compliance issues;
● received periodic updates on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;
● discussed with the Independent Auditors the Company’s internal control assessment process, management’s assessment with respect thereto and the Independent Auditors’ evaluation of the Company’s system of internal control over financial reporting;
● reviewed and discussed with management and the Independent Auditors the Company’s earnings releases and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC;
● reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function;
● reviewed with senior members of the Company’s financial management team, the Independent Auditors and the Chief of Internal Audit the overall audit scope and plans, the results of internal and external audits, evaluations by management and the Independent Auditors of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting;
2020 Proxy Statement          87
Table of Contents
9 AUDIT MATTERSReport of the ~~Company’s financial management team at each regularly scheduled meeting;~~
✹
held separate private sessions, during its regularly scheduled meetings, with each of the Company’s General Counsel, the Independent Auditors and the Chief of Internal Audit, at which candid discussions regarding financial management, legal, accounting, auditing and internal control issues took place;
✹
~~continued its long-standing practice of having independent legal counsel, who regularly attends~~ Audit Committee ~~meetings;~~
✹
~~met with the Chief Ethics and Compliance Officer to discuss the effectiveness of the Company’s compliance program and regularly received status reports of compliance issues;~~
✹
received periodic updates on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;
✹
discussed with the Independent Auditors the Company’s internal control assessment process, management’s assessment with respect thereto and the Independent Auditors’ evaluation of the Company’s system of internal control over financial reporting;
✹
reviewed and discussed with management and the Independent Auditors the Company’s earnings releases and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC;
✹
~~reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function;~~
✹
reviewed with senior members of the Company’s financial management team, the Independent Auditors and the Chief of Internal Audit the overall audit scope and plans, the results of internal and external audits, evaluations by management and the Independent Auditors of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting;
✹
reviewed with management, including the Chief of Internal Audit and General Counsel, and the Independent Auditors, significant risks and exposures identified by management, the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs;
● ~~2018 Proxy Statement~~reviewed with management, including the Chief of Internal Audit and General Counsel, and the Independent Auditors, significant risks and exposures identified by management, the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs;
● 84evaluated the performance of the Company’s Independent Auditors and interviewed and had direct involvement in the selection of the new global coordinating partner for 2019, in connection with the mandated rotation of such positions;
● received regular updates from management and discussed Company initiatives; and
● participated, with representatives of management and of the Independent Auditors, in educational sessions about topics requested by the Audit Committee.
~~Back to Contents~~
✹
evaluated the performance of the Company’s Independent Auditors and interviewed and had direct involvement in the selection of the new lead assurance engagement partner for 2018 and global coordinating partner for 2019, in connection with the mandated rotation of such positions;
✹
~~received regular updates from management and discussed the Company’s Lean Enterprise and Risk Tolerance initiatives; and~~
✹
~~participated, with representatives of management and of the Independent Auditors, in educational sessions about topics requested by the Audit Committee.~~
Oversight of Independent Auditors
The Audit Committee engaged Ernst & Young LLP as ~~our~~the Company’s Independent Auditors for the fiscal year ended December 31, ~~2017.~~2019. In its meetings with representatives of the Independent Auditors, the Audit Committee asks them to address, and ~~discusses~~discuss their responses to, several questions that the Audit Committee believes are particularly relevant to its oversight.
These questions include:
✹
Are there any significant accounting judgments or estimates made by management in preparing the financial statements that would have been made differently had the Independent Auditors prepared and been responsible for the financial statements?
✹
Based on the Independent Auditors’ experience and their knowledge of the Company, do the Company’s financial statements fairly present to investors, with clarity and completeness, the Company’s financial position and performance for the reporting period in accordance with generally accepted accounting principles and SEC disclosure requirements?
✹
~~Based on the Independent Auditors’ experience and their knowledge of the Company, has the Company implemented internal controls and internal audit procedures that are appropriate for the Company?~~
● Are there any significant accounting judgments or estimates made by management in preparing the financial statements that would have been made differently had the Independent Auditors prepared and been responsible for the financial statements?
● Based on the Independent Auditors’ experience and their knowledge of the Company, do the Company’s financial statements fairly present to investors, with clarity and completeness, the Company’s financial position and performance for the reporting period in accordance with GAAP and SEC disclosure requirements?
● Based on the Independent Auditors’ experience and their knowledge of the Company, has the Company implemented internal controls and internal audit procedures that are appropriate for the Company?
The Audit Committee believes that using these questions to help focus its discussions with the Independent Auditors promotes a more meaningful dialogue that provides a basis for its oversight judgment.
The Audit Committee also discussed with the Independent Auditors those matters required to be discussed by the ~~auditors with the Audit Committee under the rules adopted by~~applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”). and the SEC. The Audit Committee received the written disclosures and the letter from the Independent Auditors required by applicable requirements of the PCAOB regarding the Independent Auditors’ communication with the Audit Committee concerning independence and has discussed with the Independent Auditors their independence. The Audit Committee considered with the Independent Auditors whether the provision of non-audit services provided by them to the Company during ~~2017~~2019 was compatible with their independence.
88          The Coca-Cola Company
~~2017~~Table of Contents
Report of the Audit Committee AUDIT MATTERS 9
2019 Audited Financial Statements
In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements and other reports, and of the Independent Auditors, who are engaged to audit and report on the consolidated financial statements of the Company and its subsidiaries and the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee has reviewed and discussed with management and the Independent Auditors the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2019, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee asked for management’s representations and reviewed certifications prepared by the Chief Executive Officer and the Chief Financial Officer that the unaudited quarterly and audited consolidated financial statements of the Company fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company, and have expressed to both management and the auditors their general preference for conservative policies when a range of accounting options is available.
In reliance on these reviews and discussions, and the reports of the Independent Auditors, the Audit Committee has recommended to the Board, ~~of Directors,~~ and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2019, for filing with the SEC.
Ronald W. Allen, Chair
Marc Bolland
~~Richard M. Daley~~
Caroline J. Tsay David B. Weinberg
~~2018 Proxy Statement~~ 85
2020 Proxy Statement          89
~~Back to Contents~~
~~ITEM~~3-
~~RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS~~
✹
~~What am I voting on?~~
~~Shareowners are being asked to ratify the appointment~~Table of Ernst & Young LLP, a registered public accounting firm, to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2018. Although the Audit Committee has the sole authority to appoint the Independent Auditors, as a matter of good corporate governance, the Board submits its selectionContents
9 AUDIT MATTERSItem 3 Ratification of the ~~Independent Auditors to our shareowners for ratification. If the shareowners should not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.~~
✹
~~Voting recommendation:~~
~~FOR~~ ~~the ratification of the appointment~~Appointment of Ernst & Young LLP as Independent ~~Auditors.~~Auditors
ITEM 3 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
WHAT AM I VOTING ON?
Shareowners are being asked to ratify the appointment of Ernst & Young LLP, a registered public accounting firm, to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2020. Although the Audit Committee has the sole authority to appoint the Independent Auditors, as a matter of good corporate governance, the Board submits its selection of the Independent Auditors to our shareowners for ratification. If the shareowners should not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment. VOTING RECOMMENDATION:
FORthe ratification of the appointment of Ernst & Young LLP as Independent Auditors.
The Audit Committee has the sole authority and responsibility to hire, evaluate and, where appropriate, replace the Company’s Independent Auditors and, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation and general oversight of the work of the Independent Auditors.
The Audit Committee has appointed Ernst & Young LLP (“EY”) to serve as Independent Auditors for the fiscal year ending December 31, ~~2018.~~2020. EY (including its predecessors) has served as the Company’s Independent Auditors since 1921.
Annual Evaluation and Selection of Independent Auditors
The Audit Committee annually evaluates the performance of the Company’s Independent Auditors, including the senior audit engagement team, and determines whether to reengage the current Independent Auditors or consider other audit firms. Factors considered by the Audit Committee in deciding whether to retain ~~include:~~
✹
~~EY’s global capabilities;~~
✹
~~EY’s technical expertise and knowledge of~~ the ~~Company’s global operations and industry;~~
✹
~~the quality and candor of EY’s communications with the Audit Committee and management;~~
✹
~~EY’s independence;~~
✹
the quality and efficiency of the services provided by EY, including input from management on EY’s performance and how effectively EY demonstrated its independent judgment, objectivity and professional skepticism;
✹
~~external data on audit quality and performance, including recent PCAOB reports on EY and its peer firms; and~~
✹
~~the appropriateness of EY’s fees, EY’s tenure as~~current Independent Auditors ~~including the benefits of a longer tenure, and the controls and processes in place that help ensure EY’s continued independence.~~include:
● ~~2018 Proxy Statement~~EY’s global capabilities;
● 86EY’s technical expertise and knowledge of the Company’s global operations and industry;
● the quality and candor of EY’s communications with the Audit Committee and management;
● EY’s independence;
● the quality and efficiency of the services provided by EY, including input from management on EY’s performance and how effectively EY demonstrated its independent judgment, objectivity and professional skepticism;
● external data on audit quality and performance, including recent PCAOB reports on EY and its peer firms; and
● the appropriateness of EY’s fees, EY’s tenure as Independent Auditors, including the benefits of a longer tenure, and the controls and processes in place that help ensure EY’s continued independence.
~~Back to Contents~~

~~Benefits of Longer Tenure~~BENEFITS OF LONGER TENURE ~~Independence Controls~~
✹
✓
Enhanced audit quality – EY’s significant institutional knowledge and deep expertise of the Company’s global business, accounting policies and practices, and internal control over financial reporting enhance audit quality.
✹
✓ Competitive fees – Because of EY’s familiarity with the Company, audit and other fees are competitive with peer companies.
✹
✓ Avoid costs associated with new auditor – Bringing on new Independent Auditors would be costly and require a significant time commitment, which could lead to management distractions.
90          The Coca-Cola Company
Table of Contents
Item 3 Ratification of the Appointment of Ernst & Young LLP as Independent Auditors AUDIT MATTERS 9
INDEPENDENCE CONTROLS
✓
✹
Audit Committee oversight –Oversight includes regular private sessions with EY, discussion with EY about the scope of audit and business imperatives, a comprehensive annual evaluation when determining whether to reengage EY and direct involvement by the Audit Committee and its Chair in the selection of the new lead assurance engagement partner and new global coordinating partner in connection with the mandated rotation of these positions.
✹
✓ Limits on non-audit services –The Audit Committee pre-approves audit and permissible non-audit services provided by EY in accordance with its pre-approval policy.
✹
✓ EY’s internal independence process – ��EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on the Company’s account and rotates the lead assurance engagement partner, the global coordinating partner and other partners on the engagement consistent with independence requirements. A new ~~lead assurance engagement partner will be appointed in 2018, and a new~~ global coordinating partner ~~will be~~was appointed in 2019.
✹
✓ Strong regulatory framework –EY, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight.
Based on this evaluation, the Audit Committee and the Board believe that retaining EY to serve as Independent Auditors for the fiscal year ending December 31, ~~2018~~2020 is in the best interests of the Company and its shareowners.
Audit Fees and All Other Fees
The Audit Committee is responsible for approving the audit and permissible non-audit services provided by the Independent Auditors and the associated fees.
The following table shows the fees for audit and other services provided by EY for fiscal years ~~2017~~2019 and ~~2016.~~2018.
2019 Fees
(In thousands) 2018 Fees
(In thousands) Description
Audit Fees                 $ 29,701                 $ 27,210       Includes fees associated with the annual audit and the audit of internal control over financial reporting, registration statements in 2019 and 2018, the reviews of the Company’s Quarterly Reports on Form 10-Q, and statutory audits required internationally.
Audit-Related
Fees 2,089 4,801 Fees for services that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.” These services principally include due diligence in connection with acquisitions, carve-out audits, consultation on accounting and internal control matters, employee benefit plan audits, information systems audits and other attest services.
Tax Fees 6,287 6,169 Fees for tax services, including tax compliance, tax advice and tax planning.
All Other Fees 269 — Fees for services that are not included in the above categories and primarily include benchmarking services.
TOTAL $ 38,346 $ 38,180
2020 Proxy Statement          91

2017 Fees
(In thousands)

2016 Fees
(In thousands)

Description
Audit Fees

$
30,286

$
28,400

Includes fees associated with the annual audit and the audit of internal control over financial reporting, registration statements in 2017 and 2016, the reviews of the Company’s Quarterly Reports on Form 10-Q, and statutory audits required internationally.
Audit-Related Fees

6,479

4,677

Fees for services that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.” These services principally include due diligence in connection with acquisitions, carve-out audits, consultation on accounting and internal control matters, employee benefit plan audits, information systems audits and other attest services.
Tax Fees

5,514

4,519

Fees for tax services, including tax compliance, tax advice and tax planning.
All Other Fees

__

385

Fees for services that are not included in the above categories and primarily include capability framework services.
TOTAL

$
42,279

$
37,981

~~2018 Proxy Statement~~ 87
~~Back to~~Table of Contents
9 AUDIT MATTERSItem 3 Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible non-audit services provided by the Independent Auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the Independent Auditors.
Under the policy, pre-approval is generally provided for work associated with the following:
✹
~~registration statements under the Securities Act of 1933, as amended (for example, comfort letters or consents);~~
✹
~~statutory or other financial audit work for non-U.S. subsidiaries that is not required for the 1934 Act audits;~~
✹
~~due diligence work for potential acquisitions or dispositions;~~
✹
~~attest services not required by statute or regulation;~~
✹
~~adoption of new accounting pronouncements or auditing and disclosure requirements for financial or non-financial data and accounting or regulatory consultations;~~
✹
~~internal control reviews and assistance with internal control reporting requirements;~~
✹
~~review of information systems security and controls;~~
✹
~~tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities, expatriate and other individual tax services; and~~
✹
~~assistance and consultation on questions raised by regulatory agencies.~~
● registration statements under the Securities Act of 1933, as amended (for example, comfort letters or consents);
● statutory or other financial audit work for non-U.S. subsidiaries that is not required for the 1934 Act audits;
● due diligence work for potential acquisitions or dispositions;
● attest services not required by statute or regulation;
● adoption of new accounting pronouncements or auditing and disclosure requirements for financial or non-financial data and accounting or regulatory consultations;
● internal control reviews and assistance with internal control reporting requirements;
● review of information systems security and controls;
● tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities, expatriate and other individual tax services; and
● assistance and consultation on questions raised by regulatory agencies.
For each proposed service, the Independent Auditors provide the Audit Committee with a description of the service and sufficient information to confirm the Independent ~~Auditors~~Auditors’ determination that the provision of such service will not impair the Independent Auditors’ independence.
The Audit Committee has approved in advance certain permitted services whose scope is routine across business units, including statutory or other financial audit work for non-U.S. subsidiaries that is not required for the 1934 Act audits.
Other Information
The Company has been advised by EY that neither the firm, nor any covered person of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.
One or more representatives of EY will be present at the ~~2018~~2020 Annual ~~Meeting of Shareowners.~~Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
Ratification of the appointment of the Independent Auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the 2020 Annual ~~Meeting of Shareowners.~~Meeting.
~~The Board of Directors recommends a vote~~
The Board of Directors recommends a voteFOR~~FOR~~ the ratification of the appointment of Ernst & Young LLP as Independent Auditors.
92          The Coca-Cola Company
Table of Contents
10 Shareowner Proposal

ITEM 4
SHAREOWNER PROPOSAL ON SUGAR AND PUBLIC HEALTH

WHAT AM I VOTING ON?
The following proposal was submitted by a shareowner. If a shareowner proponent, or a representative who is qualified under state law, is present and submits a proposal for a vote, then the proposal will be voted on at the 2020 Annual Meeting. Approval of the following proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the 2020 Annual Meeting.
In accordance with federal securities regulations, we included the shareowner proposal plus any supporting statements exactly as submitted by the proponent. To make sure readers can easily distinguish between materials provided by the proponent and materials provided by the Company, we have placed a black box around the materials provided by the proponent and a red box around the materials provided by the Company.
VOTING RECOMMENDATION:
AGAINST the shareowner proposal.
2020 Proxy Statement          93
Table of Contents
10 SHAREOWNER PROPOSALItem 4 Shareowner Proposal on Sugar and Public Health
John C. Harrington, President & CEO, Harrington Investments, Inc., 1001 2nd Street, Suite 325, Napa, California 94559, owner of 100 shares of Common Stock, submitted the following proposal:
Coke – 2020
Whereas, our Company has historically been involved in multiple lawsuits and controversies, including but not limited to, employee labor and racial discrimination issues, apartheid in South Africa, violence in foreign countries related to bottling franchises, environmental issues, including related water quality and scarcity issues, animal testing, consumer issues, including labeling of products, packaging and containers, use of genetically modified organisms, air pollution;
More importantly, the most serious issues continue to be related to the public health and safety impacts of our Company’s beverages, including syrups and sugary drinks, and the growing national health epidemic relating to increasing uses of sugar in our diet;
Our Company continues to be the target of multiple campaigns related to our Company’s products that contribute to general level of decline in public health of consumers, including reports that 1 in 3 United States children born in the year 2000 will develop diabetes, resulting from poor diet, as increase in obesity in turn increases the risk of diabetes, hypertension, heart disease, cancers, asthma, arthritis, reproductive complications and premature death;
Our Company continues to directly market sugary drinks with advertising directly influencing children’s food preferences, diets and health;
In 2011, the American Academy of Pediatrics released a policy statement calling for a total ban on child-targeted and interactive junk food advertising as a response to concerns regarding childhood obesity;
Public pressure against junk food and sugary drinks linked to obesity and diabetes, has led to numerous community campaigns to impose local taxes on sugary beverages, which include our products, to which our Company has responded by lobbying efforts in numerous state legislatures to preempt local control or restrict local taxation on our Company’s products linked to obesity and diabetes;
In 2019 the American Academy of Pediatrics and the American Heart Association released a joint statement in support of such taxes, potentially increasing our Company’s risk associated with its business of sugary drinks;
Shareholders believe our Company should be part of the solution to solving the problem of the obesity epidemic in working with healthcare professionals and experts in diet and nutrition, not promoting advertising campaigns and funding Global Energy Balanced Network to shift the blame from poor diet causing obesity to lack of exercise;
Be It, Therefore, Resolved, that shareholders request the board of directors issue a report on Sugar and Public Health, with support from a group of independent and nationally recognized scientists and scholars providing critical feedback on our Company’s sugar products marketed to consumers, especially those Coke products targeted to children and young consumers. Such report to shareholders should be produced at reasonable expense, exclude proprietary or legally privileged information and be published no later than November 1st, 2020, and include an assessment of risks to the company’s finances and reputation associated with changing scientific understanding of the role of sugar in disease causation.
94          The Coca-Cola Company
Table of Contents
The Board’s Statement in Opposition to Item 4 SHAREOWNER PROPOSAL 10
The Board’s Statement in Opposition to Item 4
The Board of Directors has carefully considered this shareowner proposal and recommends that shareowners voteAGAINST it for the following reasons:
This proposal requests that the Board issue a report focused on the topics of sugar and public health, with support from a group of independent and nationally recognized scientists and scholars. However, the Access to Nutrition Foundation (the “ATNF”), a respected independent nonprofit organization, based in the Netherlands and funded by third parties, such as the Bill & Melinda Gates Foundation, the Dutch Ministry of Foreign Affairs and the Robert Wood Johnson Foundation, already produces credible reports covering our Company that encompass sugar and public health, which we believe address the essential objectives sought by the proposal.
The ATNF hosts the “Access to Nutrition Index” and prominently addresses sugar in its reports, which is the ATNF’s key focus regarding the Company. Both the Global Index and the Spotlight Indexes released by the ATNF are intended to provide analysis and commentary on leading food and beverage manufacturers’ efforts to improve consumers’ access to nutritious foods and beverages. They were designed through an extensive, multi-stakeholder consultative process to ensure that they would be a useful tool for different stakeholder groups, including academia, civil society organizations, industry members and investors.
The Global Index was first released in 2013 and was updated in 2016 and 2018, each time with input from the Company, and assesses the Company’s policies and products with regard to nutrition and sugar, in particular. Part of the value of the ATNF’s findings in this report is that the Company now has a benchmark and improved awareness of where it stands compared to other manufacturers in the food and beverage industry. A link to the Global Index can be found athttps://www.accesstonutrition.org/global-index.
In November 2018, the ATNF released the U.S. Spotlight Index, a separate report on ten leading food and beverage manufacturers’ performance in the U.S. market as it relates to healthy product portfolios and corporate transparency to assist consumers in making healthy choices. A link to the U.S. Spotlight Index can be found athttps://www.accesstonutrition.org/us-spotlight-index. We believe it is important that our shareowners know that our Company acknowledges the ATNF findings and recognizes the role the Company must play in addressing health challenges.
This proposal, however, might lead the reader to believe that our Company is not a responsible player with respect to this issue. We could not disagree more strongly with this implication. Our Company fully understands that people should not eat or drink too much sugar and supports the recommendations of leading health authorities that individuals should not get more than 10% of their daily calories from added sugar. We are taking specific, meaningful actions, including reducing sugar in many of our products, to help people everywhere more easily control the consumption of added sugar.
We continue to make progress on sugar reduction in our beverages by changing our recipes to reduce added sugar as well as by using our marketing resources and distribution network to boost awareness of, and interest in, our ever-expanding portfolio of low- and no-calorie beverages and smaller packaging options, such as 7.5-ounce mini cans. We have also been accelerating the expansion of beverage options across our portfolio, such as tea, coconut water, dairy and plant-based beverages, juice, water and coffee, including less sweet beverages. In 2019, we reduced sugar in more than 200 beverages, following our work to reduce sugar in more than 400 of our drinks in 2018, bringing the cumulative total since 2016 to nearly 1,000 drinks. In 2018, we launched more than 600 new products across our beverage portfolio, including Sprite Fiber+, a no-sugar drink with dietary fiber, and smartwater alkaline. Through innovation, including recipe and package size changes, we removed 425,000 tons of sugar from our Company’s products on an annualized basis between 2017 and 2018.
The Company reported on its sugar and calorie reduction efforts in its 2018 Business & Sustainability Report, which is available on our website, and we will continue to transparently report on our sugar reduction efforts in the 2019 Business & Sustainability Report, which is scheduled to be released in April 2020. For the reasons stated above, we believe that producing a report as the proposal suggests would be a redundant exercise and divert Company resources.
Finally, the Board’s position on this proposal is informed by what shareowners have told us. This same proposal was filed last year by the proponent and was supported by less than 5% of the shares voted at the 2019 Annual Meeting of Shareowners.

The Board of Directors recommends a voteAGAINSTthe shareowner proposal on sugar and public health.
2020 Proxy Statement          95
Table of Contents
11
Annexes
Annex A — Questions and Answers
Proxy Materials and Voting Information
1.
Who may vote at the 2020 Annual Meeting?
Only shareowners of record of our Common Stock as of the ~~appointment~~close of ~~Ernst & Young LLP as Independent Auditors.~~business on February 24, 2020, the record date, are entitled to notice of, and to vote at, the meeting or at any adjournments or postponements of the meeting.
Each owner of record on the record date is entitled to one vote for each share of Common Stock held by such shareowner. On February 24, 2020, there were 4,293,401,515 shares of Common Stock issued and outstanding.
2. ~~2018~~
What is included in the proxy materials? What is a Proxy Statement
88 and what is a proxy?
~~Back to Contents~~
~~ANNEX A - QUESTIONS AND ANSWERS~~
~~PROXY MATERIALS AND VOTING INFORMATION~~
1.
~~What is included in the proxy materials? What is a Proxy Statement and what is a proxy?~~
The proxy materials for our ~~2018~~2020 Annual Meeting ~~of Shareowners~~ include the Notice of Annual Meeting, this Proxy Statement and our Form 10-K. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form.
A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy.
If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the ~~2018~~2020 Annual Meeting. These three officers are James Quincey, ~~Kathy N. Waller~~John Murphy and ~~Bernhard Goepelt.~~Jennifer D. Manning.
The form of proxy and this Proxy Statement have been approved by the Board of Directors and are being provided to shareowners by the Board’s authority.
2.
~~Why did I receive a “Notice Regarding the Availability of Proxy Materials” instead of a full set of proxy materials?~~
3.
Why did I receive a “Notice Regarding the Availability of Proxy Materials” instead of a full set of proxy materials?
We are furnishing proxy materials to our shareowners primarily via “Notice and Access” delivery pursuant to SEC rules. On March ~~8, 2018,~~5, 2020, we mailed to our shareowners (other than those who previously requested a printed set) a “Notice Regarding the Availability of Proxy Materials” (the ~~“notice”~~“Notice”) containing instructions on how to access the proxy materials via the Internet. Utilizing this method of proxy delivery expedites receipt of proxy materials by our shareowners, reduces the cost of producing and mailing the full set of proxy materials and helps us contribute to sustainable practices.
If you receive a ~~notice~~Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the ~~notice~~Notice instructs you on how to access the proxy materials and vote over the Internet. If you received a ~~notice~~Notice by mail and would like to receive paper copies of our proxy materials in the mail, you may follow the instructions in the ~~notice~~Notice for making this request. The ~~notice~~Notice also contains instructions on how you may request to receive an electronic copy of our proxy materials by e-mail.
3.
~~Why did I receive more than one notice, proxy card or voting instruction form?~~
4.
Why did I receive more than one Notice, proxy card or voting instruction form?
If you received more than one ~~notice,~~Notice, proxy card or voting instruction form, you own shares registered in different names or own shares held in more than one account. To ensure that all shares are voted, please vote each account over the Internet or by telephone, or sign and return by mail all proxy cards and voting instruction forms. If you would like to consolidate your accounts, please contact our transfer agent, Computershare Trust Company, N.A. (“Computershare”), at (888) 265-3747 for assistance. If you hold your shares through a bank, broker or other nominee, you should contact them directly and request consolidation.
96          The Coca-Cola Company
4.
~~What is the difference between holding shares as a shareowner~~Table of ~~record~~Contents
Annex A — Questions and ~~as a beneficial owner?~~Answers ANNEXES 11
5.
What is the difference between holding shares as a shareowner of record and as a beneficial owner?
If your shares are registered directly in your name with the Company’s registrar and transfer agent, Computershare, you are considered ~~a shareowner~~the “shareowner of ~~record~~record” with respect to those shares. If your shares are held in a bank or brokerage account, you are considered the “beneficial owner” of those shares.
5.
~~What shares are included on the proxy card?~~
6.
What shares are included on the proxy card?
If you are a shareowner of record, you will receive only one ~~notice~~Notice or proxy card for all the shares of Common Stock you hold in certificate form, in book-entry form and in any Company benefit plan.
If you are a Company employee and hold shares of Common Stock in The Coca-Cola Company 401(k) Plan, the Caribbean Refrescos, Inc. Thrift Plan, or any other of our U.S. 401(k) plans ~~or a Canadian savings plan (the~~(collectively, the “Plans”), it is important that you direct the trustee(s) of the
~~2018 Proxy Statement~~ 89
~~Back to Contents~~
Plans how to vote your shares held in such Plans. If you do not vote your shares or specify your voting instructions on your proxy card, the trustee of the applicable Plan will vote your shares in the same proportion as the shares for which they have received voting instructions in accordance with the trustees’ duties.Toallowsufficienttimeforvotingbythetrustee(s),yourvotinginstructionsmustbereceivedbyApril~~20,~~~~2018.~~ 17, 2020.
If you are a beneficial owner (other than as a participant in a Plan set forth above), you will receive voting instruction information from the bank, broker or other nominee through which you own your shares of Common Stock.
6.
~~What are my voting choices for each of the proposals to be voted on at the 2018 Annual Meeting of Shareowners and what are the voting standards?~~
~~Proposal~~
7.
What are my voting choices for each of the proposals to be voted on at the 2020 Annual Meeting and what are the voting standards?

Proposal Voting Choices and Board Recommendation
Voting Standard
Item1:ElectionofDirectors
✹
●vote in favor of all nominees;

✹
●vote in favor of specific nominees;

✹
●vote against all nominees;

✹
●vote against specific nominees;

✹
●abstain from voting with respect to all nominees; or

✹
●abstain from voting with respect to specific nominees.

TheBoardrecommendsavoteFOReach of the Director nominees.~~each~~of~~the~~~~Director~~~~nominees.~~
Majority of votes cast
Item2:AdvisoryVotetoApproveExecutiveCompensation
✹
●vote in favor of the advisory proposal;

✹
●vote against the advisory proposal; or

✹
●abstain from voting on the advisory proposal.

TheBoardrecommendsavoteFORthe advisory vote to approve executive compensation.~~the~~~~advisory~~~~vote~~to~~approve~~~~executive~~~~compensation.~~
Majority of votes cast
Item3:RatificationoftheAppointmentofErnst&YoungLLPasIndependentAuditors
✹
●vote in favor of the ratification;

✹
●vote against the ratification; or

✹
●abstain from voting on the ratification.

TheBoardrecommendsavoteFORthe ratification.
Majority of votes cast
Item 4: Shareowner Proposal
●vote in favor of the shareowner proposal;
●vote against the shareowner proposal; or
●abstain from voting on the shareowner proposal.
The Board recommends a vote~~the~~AGAINSTthe shareowner proposal.~~ratification.~~
Majority of votes cast
As an advisory vote, the proposal to approve executive compensation is not binding ~~upon~~on the Company. The Talent and Compensation Committee will consider the outcome of the vote when making future compensation decisions.
8.
What different methods can I use to vote?
7.See
~~What different methods can I use to vote?~~
~~See~~ page 63for additional information about how to vote.
By Telephone or Internet.~~Telephone~~or~~Internet.~~All shareowners of record can vote through the Internet, using the procedures and instructions described on the ~~notice~~Notice or proxy card, or by touchtone telephone within the ~~U.S.,~~United States, U.S. territories and Canada, using the toll-free telephone number on the ~~notice~~Notice or proxy card. Beneficial owners may vote through the Internet or by telephone if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will include the instructions with the proxy materials. The Internet and telephone voting procedures are designed to authenticate shareowners’ identities, to allow shareowners to vote their shares and to confirm that their instructions have been recorded properly.
By2020 Proxy Statement          97
Table of Contents
11~~Written~~ ANNEXESAnnex A — Questions and Answers
By Written Proxy.All shareowners of record can vote by written proxy card. If you are a shareowner of record and receive the ~~notice,~~Notice, you may request a written proxy card by following the instructions included in the ~~notice.~~Notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee.
In Person.~~Person.~~All shareowners of record may vote in person at the meeting. Beneficial owners may also vote in person at the meeting if they have a legal proxy, as described in the response to question 10.
11.
9. ~~2018 Proxy Statement~~ 90
What if I am a shareowner of record and do not specify a choice for a matter when returning a proxy?
~~Back to Contents~~
8.
~~What if I am a shareowner of record and do not specify a choice for a matter when returning a proxy?~~
Shareowners should specify their choice for each matter on the proxy card. If no specific instructions are given on all matters, proxies which are signed and returned will be voted:
✹
~~FOR the election of all Director nominees as set forth in this Proxy Statement;~~
✹
~~FOR the advisory vote to approve executive compensation; and~~
✹
~~FOR the proposal to ratify the appointment of Ernst & Young LLP as Independent Auditors.~~
9.
~~What if I am a beneficial owner and do not give voting instructions to my broker?~~
●
FOR the election of all Director nominees as set forth in this Proxy Statement
●
FOR the advisory vote to approve executive compensation
●
FOR the proposal to ratify the appointment of Ernst & Young LLP as Independent Auditors
●
AGAINST the shareowner proposal on sugar and public health

10.
What if I am a beneficial owner and do not give voting instructions to my broker?
As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for a vote.
Non-Discretionary Items.~~Items.~~The election of Directors, ~~and~~ the advisory vote to approve executive compensation and the shareowner proposal are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.
Discretionary Items.~~Items.~~The ratification of the appointment of Ernst & Young LLP as Independent Auditors is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.
~~10.~~
~~How can I vote at the 2018 Annual Meeting if I am a beneficial owner?~~
11.
How can I vote in person at the 2020 Annual Meeting if I am a beneficial owner?
If you are a beneficial owner and want to vote your shares in person at the ~~2018~~2020 Annual Meeting, you will need to ask your bank, broker or other nominee to furnish you with a legal proxy. You will need to follow the procedures described in the response to question 23 and then bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares in person at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting by following the procedures described in the response to question 23.23. However, you will not be able to vote your shares at the meeting. Accordingly, we encourage you to vote your shares in advance, even if you intend to attend the meeting.
Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.
~~11.~~
~~How are abstentions and broker non-votes counted?~~
12.
How are abstentions and broker non-votes counted?
Abstentions and broker non-votes are included in determining whether a quorum is present but will not be included in vote totals and will not affect the outcome of the vote.
~~12.~~
~~What can I do if I change my mind after I vote my shares?~~
13.
What can I do if I change my mind after I vote my shares?
Shareowners can revoke a previously delivered proxy prior to the completion of voting at the meeting by:
●
giving written notice to the Office of the Secretary of the Company
●
delivering a later-dated proxy
●
voting in person at the meeting (if you are a beneficial owner, see the response to question 11)
98          The Coca-Cola Company
✹
~~giving written notice to the Office~~Table of ~~the Secretary of the Company;~~Contents
✹
~~delivering a later-dated proxy; or~~
✹
~~voting in person at the meeting (if you are a beneficial owner, see the response to~~ ~~question 10~~).
Annex A — Questions and Answers ANNEXES 11
14. ~~2018 Proxy Statement~~ 91
Can I access the proxy materials on the Internet? How can I sign up for the electronic proxy delivery service?
~~Back to Contents~~
~~13.~~
~~Can I access the proxy materials on the Internet? How can I sign up for the electronic proxy delivery service?~~
The ~~notice,~~Notice, Proxy Statement and Form 10-K are available atwww.edocumentview.com/coca-cola. In addition, shareowners are able to access these documents on the ~~2018~~2020 Annual Meeting page of the Company’s website atwww.coca-colacompany.com/~~investors/~~annual-meeting-of-shareowners. Instead of receiving future copies of the ~~notice~~Notice or proxy materials by mail, shareowners of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your ~~notice~~Notice or proxy materials online will save us the cost of producing and mailing documents, help us contribute to sustainable practices, and ~~also will~~ give you an electronic link to the proxy voting site.
~~Electronic Shareowner Document Delivery~~ELECTRONIC DOCUMENT DELIVERY
●Electronic delivery offered since 2005.
●The Company has a tree planted on behalf of each shareowner that signs up.
●Over ~~380,000~~387,000 trees planted on behalf of Company shareowners.
Shareowners of Record.If you vote on the Internet, simply follow the prompts for enrolling in the electronic ~~shareowner~~ document delivery service. You also may enroll in this service at any time in the future by going directly towww.computershare.com/coca-colaand following the instructions. ~~As a thank you to each shareowner enrolling in electronic delivery, the Company will have a tree planted on the shareowner’s behalf at no cost to the shareowner.~~
Beneficial Owners.~~Owners.~~If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information in the proxy materials provided to you by your bank, broker or other nominee regarding the availability of this service.
~~14.~~
~~Are votes confidential? Who counts the votes?~~
15.
Are votes confidential? Who counts the votes?
We will continue our long-standing practice of holding the votes of all shareowners in confidence from Directors, officers and employees except:
✹
~~as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;~~
✹
~~in the case of a contested proxy solicitation;~~
✹
~~if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management; or~~
✹
~~to allow the independent inspectors of election to certify the results of the vote.~~
● as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company
● in the case of a contested proxy solicitation
● if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management
● to allow the independent inspectors of election to certify the results of the vote
We also will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.
~~15.~~
~~When will the Company announce the voting results?~~
16.
When will the Company announce the voting results?
We will announce the preliminary voting results at the ~~2018~~2020 Annual Meeting. The Company will report the final results on our website and in a Current Report on Form 8-K filed with the ~~SEC.~~
~~16.~~
~~Does~~SEC within four business days after the ~~Company have a policy about Directors’ attendance at the~~2020 Annual ~~Meeting of Shareowners?~~Meeting.
17.
Does the Company have a policy about Directors’ attendance at the Annual Meeting of Shareowners?
The Company does not have a policy about Directors’ attendance at the Annual Meeting of Shareowners, but Directors are encouraged to attend. All Director nominees and Directors at the time, ~~other than Mr. Buffett who did not seek reelection,~~except for two, attended the ~~2017~~2019 Annual Meeting of Shareowners.
18. ~~2018 Proxy Statement~~ 92
How are proxies solicited and what is the cost?
~~Back to Contents~~
~~17.~~
~~How are proxies solicited and what is the cost?~~
We bear all expenses incurred in connection with the solicitation of proxies. We have engaged Alliance ~~Advisers~~Advisors LLC to assist with the solicitation of proxies for an estimated fee of $30,000 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.
Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.
2020 Proxy Statement          99
~~18.~~
~~What is householding?~~Table of Contents
11 ANNEXESAnnex A — Questions and Answers
19.
What is householding?
As permitted by the 1934 Act, only one copy of the ~~notice~~Notice or proxy materials is being delivered to shareowners residing at the same address, unless the shareowners have notified the Company of their desire to receive multiple copies of the ~~notice~~Notice or proxy materials. This is known as “householding.”
The Company will promptly deliver, upon oral or written request, a separate copy of the ~~notice~~Notice or proxy materials to any shareowner residing at an address to which only one copy was mailed. Requests for additional copies should be directed to the Office of the Secretary as described in ~~the response~~theresponse to question 31.31. Shareowners of record residing at the same address and currently receiving multiple copies of the ~~notice~~Notice or proxy materials may contact our registrar and transfer agent, Computershare, to request that only a single copy of the ~~notice~~Notice or proxy materials be mailed in the future.
Contact Computershare by phone at (888) 265-3747 or by mail at P.O. Box 505005, Louisville, KY 40233.
Beneficial owners ~~as described in the response to~~ ~~question 10~~, should contact their bank, broker or other nominee.
~~19.~~
~~What information from this Proxy Statement is incorporated by reference into certain Company SEC filings?~~
The Company has made previous filings under the Securities Act of 1933, as amended, and the 1934 Act that incorporate future filings, including this Proxy Statement, in whole or in part. However, the Report of the Compensation Committee and the Report of the Audit Committee shall not be incorporated by reference into any such filings.
~~20.~~
~~Will you make a list of shareowners entitled to vote at the 2018 Annual Meeting available?~~
20.
Will you make a list of shareowners entitled to vote at the 2020 Annual Meeting available?
We will make available a list of shareowners of record as of the record date for inspection by shareowners for any purpose germane to the meeting during normal business hours ~~from April 11~~fromApril 8 through April ~~24, 2018,~~21, 2020, at One Coca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners for any such purpose at the ~~meeting.~~2020 Annual Meeting.
~~MEETING INFORMATION~~Meeting Information
21.
Do I have to register for the 2020 Annual Meeting to attend in person?
~~21.~~
~~Do I have to register for the 2018~~The 2020 Annual Meeting ~~to attend in person?~~
~~The 2018 Annual Meeting of Shareowners~~ will be held at World of Coca-Cola in Atlanta, Georgia. The meeting starts at 8:30 a.m., local time, on April ~~25, 2018.~~22, 2020. If you plan to attend the meeting in person, you must be a shareowner as of February ~~26, 2018,~~24, 2020, the record date.In addition, because space at World of Coca-Cola is limited, you must register in advance to attend the meeting in person.~~addition,~~~~because~~~~space~~at~~World~~of~~Coca-Cola~~is~~limited,~~~~you~~~~must~~~~register~~in~~advance~~to~~attend~~~~the~~~~meeting~~in~~person.~~In order to expedite your admission process, you must register for admission before 11:59 p.m. on Friday, April ~~20, 2018.~~17, 2020. Registration will be accepted on a first-come, first-served basis and may close prior to the registration cut-off date if room capacity is reached before 11:59 p.m. on April ~~20, 2018.~~17, 2020. See question 23 for details on how to register in advance.
22. ~~2018 Proxy Statement~~ 93
Will shareowners be provided free admission to World of Coca-Cola on the day of the 2020 Annual Meeting?
~~Back to Contents~~
~~22.~~
~~Will shareowners be provided free admission to World of Coca-Cola on the day of the 2018 Annual Meeting?~~
We are pleased to offer free admission for shareowners to World of Coca-Cola on April ~~25, 2018~~22, 2020 after the ~~2018~~2020 Annual Meeting. Each shareowner may bring one guest to join them after the meeting. ~~Guests will~~
You do not ~~be permitted~~have to attend the ~~meeting unless the guest is a shareowner~~2020 Annual Meeting to gain free admission to World of ~~record and has properly registered for the meeting as described in~~ Coca-Cola on April 22, 2020.See question 23.
~~You~~do~~not~~~~have~~to~~attend~~~~the~~~~2018~~~~Annual~~~~Meeting~~to~~gain~~~~free~~~~admission~~to~~World~~of~~Coca-Cola~~on~~April~~~~25,~~~~2018.~~~~See~~ ~~question 28~~26 for instructions on how to gain free admission.
23.
How do I attend the 2020 Annual Meeting in person?
~~23.~~
~~How do I attend the 2018 Annual Meeting in person?~~
The ~~2018~~2020 Annual Meeting will be held at World of Coca-Cola in Atlanta, Georgia on April ~~25, 2018,~~22, 2020, at 8.30 a.m., local time.All attendees will need to register in advance and bring a valid photo ID to gain admission to the 2020 Annual Meeting.~~attendees~~~~will~~~~need~~to~~register~~in~~advance~~~~and~~~~bring~~a~~valid~~~~photo~~IDto~~gain~~~~admission~~to~~the~~~~Annual~~~~Meeting~~. Please note that cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room. You will be required to enter through a security checkpoint before being granted access to the venue.
Attendance at the meeting is limited to shareowners as of the record date, February ~~26, 2018,~~24, 2020, or their authorized named representatives (see question 25 for instructions on how to appoint an authorized named representative). Please note that seating is limited and registration will be accepted on a first-come, first-served basis. World of Coca-Cola is ~~available to~~availableto disabled persons and Communication Access Real-Time Transaction will be provided for the hearing impaired upon request.
If you are a shareowner of record, you may register to attend the meeting by accessingwww.investorvote.com/coca-cola. On this site, shareowners of record will find instructions to register and print out the admission ticket. If you do not have access to the Internet, you may register by contacting Shareowner Services at (404) 676-2777. You will need the 15-digit control number included on your proxy card or ~~notice~~Notice to register.
If you are a beneficial shareowner and hold your shares through a bank, broker or other nominee, you may register to attend the meeting by accessingwww.ProxyVote.com/register. On this site, beneficial shareowners will find instructions
100          The Coca-Cola Company
Table of Contents
Annex A — Questions and Answers ANNEXES 11
to register and print out the admission ticket. If you do not have access to the Internet or your control number is not recognized, you may register by contacting Shareowner Services at (404) 676-2777. You will need the 16-digit number included on your voter instruction form or ~~notice~~Notice to register. Please note that you will not be able to vote your shares at the meeting without a legal proxy (see question 1011 for details on voting with a legal proxy).
At the entrance to the meeting, we will verify your registration and request to see your admission ticket and a valid form of photo ID, such as a driver’s license or passport.
Ensuring the meeting is safe and productive is our top priority. As such, failure to follow these admission procedures may result in being denied admission or being directed to view the meeting in an overflow room. Because seating in the meeting room is limited, and in order to be able to address security concerns, we reserve the right to direct attendees to listen to the meeting in an overflow room. In addition, late arrival or failure to follow the meeting procedures may result in ejection from the meeting, being directed to listen to the meeting in an overflow room and/or being denied admission to this and future meetings.
If you have questions regarding admission to the ~~2018~~2020 Annual Meeting, please call Shareowner Services at (404) 676-2777.
24.
If I cannot attend the 2020 Annual Meeting in person, how can I listen on the Internet?
~~24.~~
~~If I cannot attend the 2018 Annual Meeting in person, how can I listen on the Internet?~~
To listen to the live audiocast of the meeting, you can visit the ~~2018~~2020 Annual Meeting page of our website,www.coca-colacompany.com/~~investors/~~annual-meeting-of-shareowners. An archived copy of the audiocast will be available ~~until~~through June ~~2018.~~2020.
25.
If I cannot attend in person, how can I appoint a legal representative to attend on my behalf?
~~25.~~
~~If I cannot attend in person, how can I appoint a legal representative to attend on my behalf?~~
If you are a shareowner as of the record date and intend to appoint an authorized named representative to attend the meeting on your behalf, you must send a written request for an admission ticket by regular mail to The Coca-Cola Company, Shareowner Services, P.O. Box 1734, Atlanta, Georgia 30301 or by e-mail to~~shareownerservices@coca-cola.com.~~shareownerservices@coca-cola.com. Requests for authorized named representatives to attend the meeting must be received no later than April ~~20, 2018.~~17, 2020.
Please include the following information when submitting your request:
1.
~~your name, complete mailing address and e-mail address;~~
1. ~~2018 Proxy Statement~~your name, complete mailing address and e-mail address;
2. 94proof that you own shares of the Company as of February 24, 2020 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage account statement or a letter from the bank, broker or other nominee holding your shares); and
3.
a signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the name, address, telephone number and e-mail address of the authorized named representative.
~~Back to Contents~~
2.
proof that you own shares of the Company as of February 26, 2018 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage account statement or a letter from the bank, broker or other nominee holding your shares); and
3.
a signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the name, address, telephone number and e-mail address of the authorized named representative.
Upon receipt of proper documentation, you and your named representative will receive confirmation that your named representative has been authorized. To gain admission to the meeting, the photo ID presented must match the documentation provided in item three above. We reserve the right to limit the number of representatives who may attend the meeting.
26.
What does a shareowner have to do to gain free admission to World of Coca-Cola on April 22, 2020?
~~26.~~
~~What information is included~~We are pleased to provide shareowners (and one guest per shareowner) with free admission to join us at World of Coca-Cola on April 22, 2020, after the ~~2018~~2020 Annual Meeting. If you own shares jointly, each joint owner may bring a guest.You may go to World of Coca-Cola on April 22, 2020, even if you do not attend the 2020 Annual Meeting ~~page~~.
At World of Coca-Cola, shareowners will have a chance to experience the ~~Company’s website?~~world’s most famous beverage in a dynamic, multimedia attraction; get closer than ever before to the vault that houses the secret formula for Coca-Cola; get a behind-the-scenes look at the bottling process; view hundreds ofartifacts; and treat their taste buds on a trip around the globe with more than 100 beverages.
To gain free admission to World of Coca-Cola on April 22, 2020, shareowners must bring a valid photo ID and proof of stock ownership.Proof of ownership may include your proxy card, voting instruction form, meeting notice or brokerage statement.
Please note, you will be required to enter through a security checkpoint before being granted access to World of Coca-Cola.
2020 Proxy Statement          101
Table of Contents
11 ANNEXESAnnex A — Questions and Answers
Due to limited availability, only shareowners and their guests are eligible to obtain free admission to attend World of Coca-Cola on April 22, 2020. Authorized named representatives will not receive free admission.
If you have questions regarding admission to World of Coca-Cola, please call (404) 676-5151 or 1-(800)-676-COKE (2653).
27. What information is included on the 2020 Annual Meeting page of the Company’s website?
The ~~2018~~2020 Annual Meeting page of our website allows our shareowners to (i) easily access the Company’s proxy materials; (ii) vote through the Internet; (iii) submit questions in advance of the ~~2018~~2020 Annual Meeting; (iv) register to attend the ~~2018~~2020 Annual ~~Meeting,~~Meeting; (v) access the live audiocast of the meeting; (vi) learn more about free admission to World of Coca-Cola on April ~~25, 2018;~~22, 2020; and (vii) learn more ~~about our~~aboutour Company. To submit a question in advance of the ~~2018~~2020 Annual Meeting, you must have your control number available, which can be found on your ~~notice,~~Notice, proxy card or voting instruction form. Shareowners may access the ~~2018~~2020 Annual Meeting page of our website atwww.coca-colacompany.com/~~investors/~~annual-meeting-of-shareowners.
~~27.~~
~~Could any additional proposals be raised at the 2018 Annual Meeting of Shareowners?~~
28. Could any additional proposals be raised at the 2020 Annual Meeting?
Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of Shareowners, which may properly come before the meeting or other matters incident to the conduct of the meeting. As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this Proxy Statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders. See the response to question 32 for how to submit a proposal for action at the ~~2019~~2021 Annual Meeting of Shareowners.
~~28.~~
~~What does a shareowner have to do to gain free admission to World of Coca-Cola on April 25, 2018?~~
We are pleased to provide shareowners (and one guest per shareowner) with free admission to join us at World of Coca-Cola on April 25, 2018, after the 2018 Annual Meeting. If you own shares jointly, each joint owner may bring a guest. ~~You~~~~may~~goto~~World~~of~~Coca-Cola~~on~~April~~~~25,~~~~2018,~~~~even~~if~~you~~do~~not~~~~attend~~~~the~~~~2018~~~~Annual~~~~Meeting.~~
At World of Coca-Cola, shareowners will have a chance to experience the fascinating story of the world’s most famous beverage brand in a dynamic, multimedia attraction, visit the vault containing the secret recipe, view more than 1,200 never-before-displayed artifacts, take a trip around the world in a thrilling 4-D movie experience, get a behind-the-scenes look at the bottling process, treat their taste buds with more than 100 beverages from around the globeCompany Documents, Communications, Shareowner Proposals and ~~learn more about our Company.~~
ToDirector Nominees~~gain~~~~free~~~~admission~~to~~World~~of~~Coca-Cola~~on~~April~~~~25,~~~~2018,~~~~shareowners~~~~must~~~~bring~~a~~valid~~~~photo~~ID~~and~~~~proof~~of~~stock~~~~ownership.~~~~Proof of ownership may include your proxy card, voting instruction form, meeting notice or brokerage statement.~~
~~Please note, you will be required to enter through a security checkpoint before being granted access to World of Coca-Cola.~~
Due to limited availability, only shareowners and their guests are eligible to obtain free admission to attend World of Coca-Cola on April 25, 2018. Authorized legal representatives will not receive free admission.
~~If you have questions regarding admission to World of Coca-Cola, please call (404) 676-5151 or 1-(800)-676-COKE (2653).~~
29. ~~2018 Proxy Statement~~ 95How can I view or request copies of the Company’s corporate documents and SEC filings, including the Annual Report on Form 10-K?
~~Back to Contents~~
~~COMPANY DOCUMENTS, COMMUNICATIONS, SHAREOWNER PROPOSALS AND DIRECTOR NOMINEES~~
~~29.~~
~~How can I view or request copies of the Company’s corporate documents and SEC filings, including the Annual Report on Form 10-K?~~
The Company’s website contains the Company’s Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Board Committee Charters and Codes of Business ~~Conduct and the Company’s SEC filings.~~Conduct. To view these documents, go towww.coca-colacompany.com, click on “Investors” and ~~click on~~then “Corporate Governance.” To view the Company’s SEC filings, including Forms 3, 4 and 5 filed by the Company’s Directors and executive officers, go towww.coca-colacompany.com, click on ~~“Investors”~~“Investors,” then “Filings & Reports” and ~~click on “SEC~~then “All SEC Filings.”
We will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, Board Committee Charters or Codes of Business Conduct to any shareowner requesting a copy. Requests should be directed to the Office of the Secretary as described in the response to question 31.31.
The ~~2017~~2019 Annual Report on Form 10-K includes our consolidated financial statements for the year ended December 31, ~~2017.~~2019. We have furnished the Form 10-K to all shareowners. The Form 10-K does not form any part of the material for the solicitation of proxies. We will promptly deliver free of charge, upon request, a copy of the Form 10-K to any shareowner requesting a copy. Requests should be directed to the Company’s Consumer Interaction Center, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301.
30. How can I communicate with the Company’s Directors?
~~30.~~
~~How can I communicate with the Company’s Directors?~~
The Board has established a process to facilitate communication by shareowners and other interested parties with Directors. Communications can be addressed to Directors in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or by e-mail toasktheboard@coca-cola.com.
Communications may be distributed to all Directors, or to any individual Director, as appropriate. At the direction of the Board, all mail received may be opened and screened for security purposes. In addition, items that are unrelated to the duties and responsibilities of the Board shall not be distributed. Such items include, but are not limited to:
●
spam;
●
junk mail and mass mailings;
●
product complaints or inquiries;
●
new product suggestions;
●
resumes and other forms of job inquiries;
●
surveys; and
●
business solicitations or advertisements.
102        The Coca-Cola Company
✹
~~spam;~~Table of Contents
✹
~~junk mail~~Annex A — Questions and ~~mass mailings;~~Answers ANNEXES 11
✹
~~product complaints or inquiries;~~
✹
~~new product suggestions;~~
✹
~~resumes and other forms of job inquiries;~~
✹
~~surveys; and~~
✹
~~business solicitations or advertisements.~~
In addition, material that is trivial, obscene, unduly hostile, threatening or illegal or similarly unsuitable items will be excluded; however, any communication that is excluded will be made available to any independent, non-employee Director upon request.
To answer the many questions we receive about our Company and our products, we offer detailed information about common areas of interest on our ~~“Contact Us”~~“FAQs” page of our website,www.coca-colacompany.com/~~contact-us~~faqs.
31. What is the contact information for the Office of the Secretary?
~~31.~~
~~What is the contact information for the Office of the Secretary?~~
Materials may be sent to the Office of the Secretary (i) by mail to the Office of the Secretary, The Coca-Cola Company, ~~P.O. Box~~P.O.Box 1734, Atlanta, Georgia 30301 or (ii) by e-mail toshareownerservices@coca-cola.com.
32. ~~2018 Proxy Statement~~ 96What is the deadline to propose actions for consideration at the 2021 Annual Meeting of Shareowners?
~~Back to Contents~~
~~32.~~
~~What is the deadline to propose actions for consideration at the 2019 Annual Meeting of Shareowners?~~
Shareowners may present proper proposals for inclusion in our Proxy Statement and for consideration at the ~~2019~~2021 Annual Meeting of Shareowners by submitting their proposals in writing to the Company in a timely manner. Proposals should be addressed to the Office of the Secretary as specified in question 31.31. For a shareowner proposal other than a Director nomination to be considered for inclusion in our Proxy Statement for our ~~2019~~2021 Annual Meeting of Shareowners, we must receive the written proposal on or before November ~~8, 2018.~~5, 2020. In addition, shareowner proposals must otherwise comply with the requirements of Rule 14a-8 promulgated under the 1934 Act.
Under certain circumstances, shareowners may also submit nominations for Directors for inclusion in our proxy materials by complying with the requirements in our By-Laws. For more information regarding proxy access, please see question 33.33.
Our By-Laws also establish an advance notice procedure for shareowners who wish to present a proposal, including the nomination of Directors, before an annual meeting of shareowners, but do not intend for the proposal to be included in our proxy materials. Pursuant to our By-Laws, in order for business to be properly brought before an annual meeting by a shareowner, the shareowner must have complied with the notice procedures specified in our By-Laws and such business must be a proper matter for shareowner action under the Delaware General Corporation Law. To be timely for our ~~2019~~2021 Annual Meeting of Shareowners, we must receive the written notice on or before December ~~26, 2018.~~23, 2020. Such notice should be addressed to the Office of the Secretary as specified in question 31.31.
In addition, the shareowner proponent, or a representative who is qualified under state law, must appear in person at the ~~2019~~2021 Annual Meeting of Shareowners to present such proposal or nomination.
~~33.~~
33. How do I nominate a director using the proxy access provisions of the Company’s By-Laws?
~~How do I nominate a Director using the proxy access provisions of the Company’s By-Laws?~~
~~In September 2015, our~~Our Board has adopted a “Proxy Access for Director Nominations” bylaw. The proxy access bylaw permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy materials Director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareowner(s) and the nominee(s) satisfy the requirements specified in Article I, Section 12 of our By-Laws.
Pursuant to our By-Laws, to be timely for inclusion in the proxy materials for our ~~2019~~2021 Annual Meeting of Shareowners, we must receive a shareowner’s notice to nominate a Director using the Company’s proxy materials between October ~~9, 2018~~6, 2020 and November ~~8, 2018.~~5, 2020. Such notice should be addressed to the Office of the Secretary as specified in question 31.31. The notice must contain the information required by our By-Laws, and the shareowner(s) and nominee(s) must comply with the information and other requirements in our By-Laws relating to the inclusion of shareowner nominees in our proxy materials.
2020 Proxy Statement        103
~~2018 Proxy Statement~~ 97
~~Back to~~Table of Contents
11 ANNEXESAnnex B — Summary of Plans
~~ANNEX~~Annex B ~~- SUMMARY OF PLANS~~— Summary of Plans
The following section provides information on Company-sponsored plans in ~~2017~~2019 in which the Named Executive Officers ~~participated that are noted in the Compensation section.~~participated.
Retirement Plans – Pension
TCCC Pension Plan.~~Pension~~~~Plan.~~The TCCC Pension Plan is a broad-based tax-qualified defined benefit plan for substantially all U.S. ~~non-union~~ employees of the Company and its participating subsidiaries. A participant’s benefit formula in the TCCC Pension Plan is dependent on when the participant was ~~hired and whether they were employed by Coca-Cola Enterprises Inc. (“CCE”) before the Company’s acquisition of CCE’s North American operations in 2010.~~hired. The information below summarizes the provisions applicable to employees, including the participating Named Executive Officers, who were hired by the Company or its subsidiaries prior to 2010. There are no special or enhanced pension plans for the Named Executive Officers.
~~Vesting.~~Vesting~~For employees hired prior to January 1, 2010, the benefit vests~~. Pension benefits vest after completing three years of service or attaining age 60 with one year of service.
Benefit Formula.Prior to 2010, all pension benefits were based on a percentage of the employee’s final average compensation (the five highest consecutive years out of the last 11) up to the limit for each year as set by the Tax Code, multiplied by the employee’s years of credited service. Effective January 1, 2010, participants began accruing a pension benefit under a new cash balance formula (known as the Part B benefit). Participants employed as of December 31, 2009 retained the pension benefit they accrued under the prior benefit calculation formula through December 31, 2009 (known as the Part A benefit) and were eligible for one or more special transition benefits. As a result, beginning in 2010, a participant’s benefit was potentially based on two formulas, Part A (prior benefit calculation formula) plus Part B (new cash balance formula). Under the cash balance formula, the Company makes an annual pay credit allocation to each active participant’s account on December 31, ranging from 3% to 8% of compensation, based on the participant’s date of hire and age. In addition, on December 31 of each year, the Company makes an annual interest credit allocation based on the value of the participant’s account as of January 1 of the same year. ~~Employees hired or rehired on or after January 1, 2012 accrue a pension benefit based on a different cash balance formula than described above.~~
The term “compensation” for determining the pension benefit generally includes salary, overtime, commissions and cash incentive awards, but excludes any amounts related to stock options, performance cash awards, PSUs, restricted stock or restricted stock units. It also excludes deferred compensation and any extraordinary payments related to hiring or termination of employment.
Payment of Benefits.When benefits become payable upon separation from service, participants may choose between an annuity or a lump sum option. The TCCC Pension Plan provides for payment of a reduced benefit prior to normal retirement age and/or the current cash balance amount, as applicable.
Limitations on Benefits.In ~~2017,~~2019, a participant could receive no more than ~~$215,000~~$225,000 annually from the TCCC Pension Plan and no compensation in excess of ~~$270,000 per~~$280,000 for the year could be taken into account for calculating benefits under the TCCC Pension Plan.
TCCC Supplemental Pension Plan.~~Supplemental~~~~Pension~~~~Plan.~~Supplemental pension plans make employees whole when the Tax Code limits the benefit that otherwise would accrue under the applicable pension plan. The TCCC Supplemental Pension Plan also operates to keep employees whole when they defer part of their salary or annual incentive under the Deferred Compensation Plan. Otherwise, electing to defer would reduce an employee’s ~~retirement~~pension benefits.
~~Vesting.~~Vesting. Vesting and benefits under the TCCC Supplemental Pension Plan are calculated generally in the same manner as if the participant’s otherwise eligible compensation or full annual benefit were able to be paid from the TCCC Pension Plan.
Payment of Benefits.Benefits become payable upon separation from service. The form of payment is dictated by the terms of the plan and the participant’s age and years of service at the time of separation. The cash balance portion of the TCCC Supplemental Pension Plan is ~~payable in~~paid as a lump sum. The traditional pension benefit portion is paid as an annuity if the participant separates on or after the earliest retirement date (generally, age 55 with ten years of service). Otherwise, the traditional pension benefit portion is paid as a lump sum.
Mobile Plan.~~Plan.~~The Mobile Plan provides a retirement benefit to globally mobile associates. The Mobile Plan applies on the same terms to the general population of international service associates worldwide. Under the Mobile Plan, a globally mobile associate’s account is credited with a monthly percentage of pay (“pay credit”) and a defined rate of return (“interest credit”). The pay credit is generally 10% of pay, less any benefits provided by local retirement plans. Both pay credits and interest credits are immediately vested. A participant will continue to receive monthly interest credits for as long as participation in the plan continues, even if the associate is no longer on a global assignment. International service associates who participated in certain other plans were transitioned to the Mobile Plan as of December 31, 2011. Benefits accrued under such other plans were converted to an opening balance in the Mobile Plan as part of the transition.
104        The Coca-Cola Company
~~2018 Proxy Statement~~ 98
~~Back to~~Table of Contents
Annex B — Summary of Plans ANNEXES 11
Retirement Plans – 401(k) and Savings Plans
401(k) Plan.~~Plan.~~The 401(k) Plan is a broad-based tax-qualified defined contribution plan for most U.S. ~~non-union~~ employees of the ~~Company.~~Company and its participating subsidiaries. The Company matches participant contributions up to a maximum of 3.5% of the participant’s compensation or the amount allowable under the limits imposed under the Tax Code, whichever is lower. The Company’s matching contribution is initially invested in Common Stock, but participants may move the contribution to any other available investment option. Employees become 100% vested in Company matching contributions after two years. For ~~2017,~~2019, compensation over ~~$270,000~~$280,000 could not be taken into account under the 401(k) Plan.
Supplemental 401(k) Plan.~~401(k)~~~~Plan.~~The Supplemental 401(k) Plan makes employees whole when the Tax Code limits the Company matching contributions that otherwise would be credited to them under the 401(k) Plan. The Supplemental 401(k) Plan also operates to keep employees whole when they defer part of their salary or annual incentive under the Deferred Compensation Plan. The Company credits the employee with the Company matching contributions in hypothetical share units of Common Stock. The value of the accumulated share units, including dividend equivalents, is paid in cash after separation from service. Participants are immediately vested in their ~~benefit.~~contributions. Employees are not permitted to make contributions to the Supplemental 401(k) Plan.
Spanish Savings Plan.~~Savings~~~~Plan.~~The Spanish Savings Plan consists of a general plan and supplementary plans which are broad-based defined contribution plans that complement social security coverage provided in Spain for eligible employees. In the general plan, employees contribute according to their pensionable salary, in fixed percentages according to applicable legislation. The Company triples the employee’s contribution to the general plan. Participation in the supplementary plans is optional and being active in the general plan is a requirement to contribute. Employees can choose to contribute to the supplementary plans from 1% to a maximum of 5% of their pensionable salary. The Company matches contributions to supplementary plans into an early retirement insurance policy. Vesting of these contributions occurs upon fulfillment of applicable social security early retirement rules, while still employed with the Company. Generally, under the Spanish Savings Plan, normal retirement age is 65 and benefits may not be drawn before age 60.
UK Savings Plan.~~Savings~~~~Plan.~~The UK Savings Plan is a broad-based registered defined contribution plan in which the majority of employees in the UK participate. ~~Plan~~Effective April 2019, participants must contribute ~~a minimum of 2%~~4% of pensionable salary ~~on which~~and the Company contributes ~~2.5 times the employee’s contribution up to a maximum Company contribution~~10% of ~~15% of the participant’s~~ pensionable salary. There are no limits to the amount of contributions that employees can make to their pension account; however, tax effectiveness of contributions is limited by both a lifetime allowance as well as an annual allowance. These amounts have changed frequently over recent years and continue to be subject to change. For the ~~2016/2017~~2018/2019 tax year, the annual allowance was up to £40,000 and the lifetime allowance was ~~£1 million.~~£1.03m. Generally, under the plan, normal retirement age is 65 and benefits may not be drawn before age 55.
Incentive Plans
Annual Incentive Plan.~~Incentive~~~~Plan.~~The Company maintains the Performance Incentive Plan for employees above a specified job grade level. The Performance Incentive Plan provides an annual cash payment based on predetermined performance measures. The Talent and Compensation Committee may designate one or more performance measures from the list contained in the plan. ~~Target annual incentives~~Annual incentive ranges are established for each participant. Payments are generally made in March in the year following the applicable performance year. No participant may receive an annual payment greater than $10 million. The Performance Incentive Plan iswas designed to satisfy the requirements of Section 162(m) of the Tax Code, but because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the ~~legislation repealing Section 162(m)’s exemption from the deduction limit,~~TCJA, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact ~~will.~~will be deductible under the TCJA’s transition relief. Seepage 5352for additional information about the Performance Incentive Plan.
Long-Term Incentive Plans.~~Incentive~~~~Plans.~~The Company maintains long-term incentive plans for employees above a specified job grade level. The following types of awards may be granted under the plans, as designated by the Talent and Compensation Committee: (i) stock options; (ii) PSUs; (iii) restricted stock and restricted stock units; (iv) other performance awards, including ~~performance cash awards and qualified~~ performance-based awards, ~~under Section 162(m) of the Tax Code,~~ payable in cash or Common Stock; (v) stock appreciation rights (“SARs”); and (vi) other stock-based awards. The Company currently has outstanding awards of stock options, PSUs, restricted stock, restricted stock units and performance cash awards, which are described ~~below. See~~ below.Seepage 5754for additional information about long-term incentive compensation.
Stock Options.Stock options give the holder the right to purchase shares of Common Stock at a specified price during specified time periods. The exercise price of an option may not be less than the fair market value of Common Stock on the grant date. The fair market value is the average of the high and low prices of Common Stock on the grant date. In certain foreign jurisdictions, the law requires additional
2020 Proxy Statement        105
Table of Contents
11 ANNEXESAnnex B — Summary of Plans
restrictions on the calculation of the option price. The grants provide that stock options generally may not be exercised during the first 12 months after the grant date. Generally, options vest 25% on the first, second, third and fourth anniversaries of the grant date and have a term of ten years. The Company’s current compensation programs include stock options as part of the annual long-term equity compensation awards made to eligible employees.
~~2018 Proxy Statement~~ 99
~~Back to Contents~~
Performance Share Units.PSUs provide an opportunity for employees to receive Common Stock if predetermined performance measures are met for a predefined performance period. ~~PSUs generally are subject to an additional holding period.~~ The Company’s current compensation programs include PSUs as part of the annual long-term equity compensation awards made to eligible employees.
Restricted Stock and Restricted Stock Units.Restricted stock awards may be performance-based or time-based. Shares of stock are granted and transferred into the employee’s name. Shares remain subject to forfeiture until the shares are released under the terms of the awards. Restricted stock unit awards may be performance-based or time-based and are settled in stock when all required criteria are met. Employees ~~may or may~~do not receive any dividend equivalents on restricted stock units during the term. ~~Restricted stock and~~The Company’s current compensation programs include restricted stock units ~~are not~~as part of the annual long-term equity compensation awards made to eligible ~~employees but may be awarded for limited purposes.~~employees.
Performance Cash Awards.Performance cash awards ~~provide an opportunity for employees~~are used in countries where it is difficult to receive a cash award if predetermined performance measures are met for a predefined performance period. Performance cash awards generally are subject to an additional holding period. In connection with the Equity Stewardship Guidelines, in 2015, performance cash awards were incorporated into the annual long-term incentive program for eligible employees.grant equity. Employees who receive performance cash awards do not receive equity awards as part of the annual long-term incentive program. No Named Executive Officers received performance cash awards.
Other Awards.While the 2014 Equity Plan provides the Talent and Compensation Committee discretion to grant different types of equity awards, including SARs and other stock-based awards such as unrestricted shares, no such awards have been or are expected to be granted.
Other Plans
Deferred Compensation Plan.~~Compensation~~~~Plan.~~The Deferred Compensation Plan is a nonqualified and unfunded deferred compensation program offered to approximately ~~620~~400 U.S.-based Company employees in ~~2017.~~2019. International service associates do not participate in the Deferred Compensation Plan. Eligible participants may defer up to 80% of base salary and up to 95% of their annual incentive. The Company has the benefit of full unrestricted use of all amounts deferred under the Deferred Compensation Plan until such amounts are required to be distributed to the plan participants. Gains and losses are credited based on the participant’s election of a variety of deemed investment choices. The Company does not match any employee deferral or guarantee a return. Participants’ accounts may or may not appreciate and may depreciate depending on the performance of their deemed investment choices. None of the deemed investment choices provide returns at above-market or preferential rates. All deferrals are paid out in cash upon distribution. Participants may schedule a distribution during employment or may opt to receive their balance after separation from service. Participants who are considered “specified employees” under Section 409A of the Tax Code (generally, the top 50 highest paid executives) may not receive a post-termination distribution for at least six months following separation. On occasion, the Company may provide a one-time credit to the Deferred Compensation Plan to make up for benefits lost under various circumstances, such as benefits lost at a prior employer. The Company has not provided any such credits for any of the Named Executive Officers.
International Service Programs.~~Service~~~~Programs.~~International service program benefits generally include relocation expenses, a housing allowance (including certain housing expenses), a cost of living adjustment (a cash adjustment designed to provide equivalent purchasing power), certain cash allowances recognizing differences in living conditions in the host location, a home leave allowance and currency protection. The programs also provide tax preparation services and tax equalization, where applicable. There were approximately ~~550~~500 participants in these programs in ~~2017.~~2019.
TCCC Severance Plan.~~Severance~~~~Plan.~~The TCCC Severance Plan provides cash severance benefits to eligible employees who are involuntarily terminated. Eligible employees include regular, non-union, non-manufacturing U.S. employees and international service associates. Generally, benefits are payable when an employee is terminated involuntarily due to ~~specific~~certain circumstances such as an internal reorganization or position elimination. Benefits are not payable if the employee is offered a comparable position with the Company or one of its affiliates, is terminated for cause or has entered into a separate agreement. The benefit payable is determined based on job grade level, salary and/or length of service. The minimum benefit is eight weeks of base pay and the maximum benefit is two years of base pay.
106        The Coca-Cola Company
~~2018 Proxy Statement~~ ~~100~~
~~Back to~~Table of Contents
~~ANNEX~~Annex C ~~- RECONCILIATION OF~~— Reconciliation of GAAP ~~AND NON-GAAP FINANCIAL MEASURES~~and Non-GAAP Financial Measures ANNEXES11
Annex C — Reconciliation of GAAP and Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or referred to herein as “reported”). However, management believes that certain non-GAAP financial measures provide ~~users~~investors with additional meaningful financial information that should be considered when assessing our underlying business performance and trends. Management also uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions and in evaluating the Company’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting.
For additional details regarding the reconciliation of GAAP and non-GAAP financial measures below, see the Company’s Current Report on Form 8-K filed with the SEC on ~~February 16, 2018.~~January 30, 2020. This information is also available ~~in the “Investors” section of~~on the Company’s website,~~www.coca-colacompany.com.~~www.coca-colacompany.comby clicking on “Investors,” then “Filings & Reports” and then “All SEC Filings.”
(UNAUDITED)
(In millions)
Year Ended
December 31, 2017
Net Operating
Revenues
Reported (GAAP)
$
35,410
Items Impacting Comparability:

Asset Impairments/Restructuring

–
Productivity & Reinvestment

–
Equity Investees

–
Transaction Gains/Losses

–
Other Items

6
Comparable (Non-GAAP)
$
35,416
(UNAUDITED)
(In millions)
Year Ended
December 31, 2016
Net Operating
Revenues
Reported (GAAP)
$
41,863
Items Impacting Comparability:

Asset Impairments/Restructuring

–
Productivity & Reinvestment

–
Equity Investees

–
Transaction Gains/Losses

–
Other Items

(9)
Comparable (Non-GAAP)
$
41,854

(UNAUDITED)
(In millions)            Year Ended
December 31, 2019
Net Operating Revenues
Reported (GAAP)                        $ 37,266
Items Impacting Comparability:
Other Items 14
Comparable (Non-GAAP) $ 37,280

(UNAUDITED)
(In millions)            Year Ended
December 31, 2018
Net Operating Revenues
Reported (GAAP)                            $ 34,300
Items Impacting Comparability:
Other Items (9 )
Comparable (Non-GAAP) $ 34,291

(UNAUDITED)
~~(In millions)~~
Year Ended

December 31, ~~2017~~
2019
% Change – Reported Net Operating Revenues (GAAP)
~~(15)~~
9
% Currency Impact
~~(1)~~
(4 )
% Change – Currency Neutral Net Operating Revenues (Non-GAAP) 13
% Acquisitions, Divestitures and Structural Changes 7
% Change – Organic Revenues (Non-GAAP) 6

(UNAUDITED)
(In millions)            Year Ended
December 31, 2019
Operating Income
Reported (GAAP)                    $ 10,086
Items Impacting Comparability:
Asset Impairments 42
Productivity and Reinvestment 264
Transaction Gains/Losses 149
Coca-Cola Beverages Africa Depreciation and Amortization (148 )
Other Items 16
Comparable (Non-GAAP) $ 10,409
2020 Proxy Statement        107
Table of Contents
11 ANNEXESAnnex C — Reconciliation of GAAP and Non-GAAP Financial Measures

(UNAUDITED)
(In millions)           Year Ended
December 31, 2018
Operating Income
Reported (GAAP)                    $ 9,152
Items Impacting Comparability:
Asset Impairments 450
Productivity and Reinvestment 440
Transaction Gains/Losses 158
Coca-Cola Beverages Africa Depreciation and Amortization (372 )
Other Items 58
Comparable (Non-GAAP) $ 9,886

Year Ended
December 31, 2019
(UNAUDITED) Operating Income
% Change – Reported (GAAP) 10
% Currency Impact (9 )
% Change – Currency Neutral (Non-GAAP)
~~(15)~~
19
~~% Acquisitions, Divestitures and Structural Items~~
~~(17)~~
~~% Change – Organic Revenues (Non-GAAP)~~
3
~~Note: Certain columns may not add due to rounding. Certain growth rates may not recalculate using the rounded dollar amounts provided.~~
~~2018 Proxy Statement~~ ~~101~~
~~Back to Contents~~
(UNAUDITED)
(In millions)
Year Ended
December 31, 2017
Income from
Continuing
Operations Before
Income Taxes
Reported (GAAP)
$
6,742
Items Impacting Comparability:

Asset Impairments/Restructuring

787
Productivity & Reinvestment

650
Equity Investees

92
Transaction Gains/Losses

2,212
Other Items

406
Comparable (Non-GAAP)
$
10,889
(UNAUDITED)
(In millions)
Year Ended
December 31, 2016
Income from
Continuing
Operations Before
Income Taxes
Reported (GAAP)
$
8,136
Items Impacting Comparability:

Asset Impairments/Restructuring

393
Productivity & Reinvestment

352
Equity Investees

61
Transaction Gains/Losses

1,623
Other Items

244
Comparable (Non-GAAP)
$
10,809
~~(UNAUDITED)~~
~~(In millions)~~
~~Year Ended~~
~~December 31, 2017~~
~~Income from~~
~~Continuing~~
~~Operations Before~~
~~Income Taxes~~
~~% Change – Reported (GAAP)~~
~~(17)~~
~~% Currency Impact~~
0
~~% Change – Currency Neutral (Non-GAAP)~~
~~(17)~~
~~% Structural Impact~~
~~(4)~~
~~% Change – Currency Neutral (Structurally Adjusted) (Non-GAAP)~~
~~(13)~~
% Impact of Items Impacting Comparability
(Non-GAAP)
~~(18)~~
5
% Change – Comparable (Non-GAAP)
1
5
% Comparable Currency Impact
(Non-GAAP)
~~(1)~~
(8 )
% Change – Comparable Currency Neutral (Non-GAAP)
13

          Year Ended
December 31, 2019
(UNAUDITED) Earnings Per Share
Reported (GAAP)                  $ 2.07
Items Impacting Comparability:
Asset Impairments 0.18
Productivity and Reinvestment 0.05
Equity Investees 0.02
Transaction Gains/Losses (0.08 )
Coca-Cola Beverages Africa Depreciation and Amortization (0.02 )
Other Items (0.03 )
Certain Tax Matters (0.08 )
Comparable (Non-GAAP) $ 2.11

(UNAUDITED)
(In millions)           Year Ended
December 31, 2019
Free Cash Flow
Net Cash Provided by Operating Activities (GAAP)               $ 10,471
Purchases of Property, Plant and Equipment (GAAP) (2,054 )
Free Cash Flow (Non-GAAP) $ 8,417
108        The Coca-Cola Company
Table of Contents
Annex D — Cautionary Note Regarding Forward-Looking Statements ANNEXES11
Annex D — Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause The Coca-Cola Company’s actual results to differ materially from its historical experience and our present expectations or projections. These risks include, but are not limited to, obesity and other health-related concerns; evolving consumer product and shopping preferences; increased competition; water scarcity and poor quality; increased demand for food products and decreased agricultural productivity; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and biotechnology-derived substances, and of other substances present in our beverage products or packaging materials; an inability to be successful in our innovation activities; an inability to protect our information systems against service interruption, misappropriation of data or breaches of security; failure to comply with personal data protection and privacy laws; failure to digitize the Coca-Cola system; changes in the retail landscape or the loss of key retail or foodservice customers; an inability to expand operations in emerging and developing markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to maintain good relationships with our bottling partners; a deterioration in our bottling partners’ financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in the United States and throughout the world; an inability to successfully manage the possible negative consequences of our productivity initiatives; an inability to attract or retain a highly skilled and diverse workforce; increased cost, disruption of supply or shortage of energy or fuel; increased cost, disruption of supply or shortage of ingredients, other raw materials, packaging materials, aluminum cans and other containers; increasing concerns about the environmental impact of plastic bottles and other plastic packaging materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labeling or warning requirements or limitations on the marketing or sale of our products; unfavorable general economic conditions in the United States; unfavorable economic and political conditions in international markets; litigation or legal proceedings; conducting business in markets with high-risk legal compliance environments; failure by our third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities; failure to adequately protect, or disputes relating to, trademarks, formulae and other intellectual property rights; adverse weather conditions; climate change and legal or regulatory responses thereto; damage to our brand image, corporate reputation and social license to operate from negative publicity, whether or not warranted, concerning product safety or quality, workplace and human rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations; changes in accounting standards; an inability to achieve our overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of our counterparty financial institutions; an inability to renew collective bargaining agreements on satisfactory terms, or we or our bottling partners experience strikes, work stoppages or labor unrest; future impairment charges; multi-employer pension plan withdrawal liabilities in the future; an inability to successfully integrate and manage our Company-owned or -controlled bottling operations or other acquired businesses or brands; an inability to successfully manage our refranchising activities; failure to realize a significant portion of the anticipated benefits of our strategic relationship with Monster Beverage Corporation; global or regional catastrophic events; and other risks discussed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only at the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements.
2020 Proxy Statement        109
Table of Contents

Table of Contents

Table of Contents

Using ablack inkpen, mark your votes with anX as shown in this example.
Please do not write outside the designated areas.
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
Votes submitted electronically must be
received by 8:30 a.m., (EDT), on
April 22, 2020
Online
Go towww.investorvote.com/coca-cola
or scan the QR code – login details are
located in the shaded bar below.
Phone
Call toll free 1-800-652-VOTE (8683)
within the USA, US territories and Canada
Save paper, time and money!
Sign up for electronic delivery at
www.investorvote.com/coca-cola

2020 Annual Meeting Proxy Card
▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
A Proposals — The Board of Directors recommends a voteFORall the nominees listed andFORProposals 2 and 3.
1. Election of Directors:
For Against Abstain For Against Abstain For Against Abstain
01 - Herbert A. Allen ☐ ☐ ☐ 05 - Barry Diller ☐ ☐ ☐ 09 - Maria Elena Lagomasino ☐ ☐ ☐
02 - Marc Bolland ☐ ☐ ☐ 06 - Helene D. Gayle ☐ ☐ ☐ 10 - James Quincey ☐ ☐ ☐
03 - Ana Botín ☐ ☐ ☐ 07 - Alexis M. Herman ☐ ☐ ☐ 11 - Caroline J. Tsay ☐ ☐ ☐
04 - Christopher C. Davis ☐ ☐ ☐ 08 - Robert A. Kotick ☐ ☐ ☐ 12 - David B. Weinberg ☐ ☐ ☐

    For     Against     Abstain           For     Against     Abstain
2. Advisory vote to approve executive compensation ☐ ☐ ☐ 3. Ratification of the appointment of Ernst & Young LLP as Independent Auditors ☐ ☐ ☐
The Board of Directors recommends a voteAGAINSTProposal 4.
For Against Abstain
4. Shareowner proposal on sugar and public health ☐ ☐ ☐
B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
/    /

C 1234567890
J N T
1 U P X           4  4  6  6  4  3

                    036MRG

Table of Contents
NOTICE OF 2020 ANNUAL MEETING OF SHAREOWNERS
2WHEN
Wednesday, April 22, 2020
8:30 a.m., local time
WHERE
World of Coca-Cola
121 Baker Street NW
Atlanta, Georgia 30313

ITEMS OF BUSINESS
Our Board’s
Recommendation
ITEM 1        Elect as Directors the 12 Director nominees named in the accompanying Proxy Statement to serve until the 2021 Annual Meeting. ✓ FOR each Director Nominee
ITEM 2 Conduct an advisory vote to approve executive compensation. ✓ FOR
ITEM 3 Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2020 fiscal year. ✓ FOR
ITEM 4 Vote on a shareowner proposal on sugar and public health, if properly presented at the meeting. X AGAINST
Shareowners will also transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

~~% Comparable Structural Impact~~RECORD DATE
Holders of record of our Common Stock as of February 24, 2020 are entitled to notice of, and to vote at, the meeting.
ATTENDING THE MEETING
If you plan to attend the 2020 Annual Meeting of Shareowners in person, you must register in advance.
Seepage 100 of the Proxy Statement for details.
AUDIOCAST OF THE MEETING
Access links to vote, listen to a live audiocast of the meeting, submit questions and learn more about the Company at www.coca-colacompany.com/annual-meeting-of-shareowners.
Important Notice Regarding the Internet Availability of Proxy Materials for the 2020 Annual Meeting of Shareowners.
The material is available at: www.envisionreports.com/coca-cola
▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
THE COCA-COLA COMPANY
This Proxy is solicited on behalf of the Board of Directors of The Coca-Cola Company

The undersigned, having received the Notice of 2020 Annual Meeting of Shareowners and Proxy Statement, hereby (i) appoints James Quincey, John Murphy and Jennifer D. Manning and each of them, proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of Common Stock of The Coca-Cola Company owned of record by the undersigned, and (ii) directs The Northern Trust Company, Banco Popular de Puerto Rico and State Street Bank and Trust Company, the trustees (the “Trustees”) under The Coca-Cola Company and its subsidiaries’ 401(k) and savings plans (the “Plans”), to vote in person or by proxy all shares of Common Stock of The Coca-Cola Company allocated to any accounts of the undersigned under such Plans, and which the undersigned is entitled to vote, in each case, on all matters which may come before the 2020 Annual Meeting of Shareowners to be held at World of Coca-Cola, 121 Baker Street, NW, Atlanta, Georgia 30313, on April 22, 2020, at 8:30 a.m., local time, and any adjournments or postponements thereof, unless otherwise specified herein or unless to do so would be inconsistent with the Trustees’ duties.The proxies, in their discretion, are further authorized to vote (x) for the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter which the Board of Directors did not know would be presented at the 2020 Annual Meeting of Shareowners by a reasonable time before the proxy solicitation was made, and (z) on other matters which may properly come before the 2020 Annual Meeting of Shareowners and any adjournments or postponements thereof.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this card.
C Non-Voting Items
Change of Address— Please print new address below.

~~(7)~~
~~% Change – Comparable Currency Neutral (Structurally Adjusted) (Non-GAAP)~~

9
~~Note: Certain columns may not add due to rounding. Certain growth rates may not recalculate using the rounded dollar amounts provided.~~
(UNAUDITED)
(In millions)
Year Ended
December 31, 2017
Value Returned to
Shareowners
Reported (GAAP):

Issuances of Stock
$
1,595
Purchases of Stock for Treasury

(3,682)
Net Change in Stock Issuance Receivables¹

1
Net Change in Treasury Stock Payables²

74
Net Share Repurchases (Non-GAAP)

(2,012)
Dividends (GAAP)

(6,320)
Value Returned to Shareowners (Non-GAAP)
$
(8,332)
1
Represents the net change in receivables related to employee stock options exercised but not settled prior to the end of the year.
2
Represents the net change in payables for treasury shares repurchased but not settled prior to the end of the year.

~~2018 Proxy Statement~~ ~~102~~
~~Back to Contents~~
~~THANK YOU FOR BEING A SHAREOWNER AND FOR THE CONFIDENCE YOU PLACE IN OUR BUSINESS~~

~~Check the appropriate box:~~CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐	~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE~~	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material ~~Pursuant to~~ §~~.240.14a-12~~Under Rule 14a-12

~~Payment of Filing Fee (Check the appropriate box)~~PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	~~(1)~~		1) Title of each class of securities to which transaction applies:
	~~(2)~~		2) Aggregate number of securities to which transaction applies:
	~~(3)~~		3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(set~~ (set forth the amount on which the filing fee is calculated and state how it was determined):
	~~(4)~~		4) Proposed maximum aggregate value of transaction:
	~~(5)~~		5) Total fee paid:
☐		Fee paid previously with preliminary ~~materials.~~materials:
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the ~~Form~~form or ~~Schedule~~schedule and the date of its filing.
	~~(1)~~		1) Amount ~~Previously Paid:~~previously paid:
	~~(2)~~		2) Form, Schedule or Registration Statement No.:
	~~(3)~~		3) Filing Party:
	~~(4)~~		4) Date Filed:

	WHEN Wednesday, April 22, 2020 8:30 a.m. local time
	WHERE World of Coca-Cola 121 Baker Street NW Atlanta, Georgia 30313
2.	~~To hold an advisory~~ RECORD DATE Holders of record of our Common Stock as of February 24, 2020 are entitled to notice of, and to vote ~~to approve executive compensation. (Item 2)~~at, the meeting.
	AUDIOCAST OF THE MEETING Access links to vote, listen to a live audiocast of the meeting, submit questions and learn more about our Company atwww.coca-colacompany.com/annual-meeting-of-shareowners.
3.	~~To ratify~~ ATTENDING THE MEETING If you plan to attend the ~~appointment~~2020 Annual Meeting of ~~Ernst & Young LLP as Independent Auditors~~Shareowners in person, you must register in advance. Seepage 100for details.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON APRIL 22, 2020.
The Notice of ~~the Company to serve~~Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the ~~2018 fiscal year. (Item 3)~~year ended December 31, 2019 are available atwww.edocumentview.com/coca-cola.


4.	ToShareowners will also transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
Advance Voting Methods Please vote using one of the following advance voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions.
SHAREOWNERS OF RECORD (your shares are registered on the books of the Company via Computershare)
Internet www.investorvote.com/coca-cola	Telephone Call 1-800-652-VOTE or the telephone number on your proxy card	Mail Sign, date and return your proxy card
BENEFICIAL OWNERS (your shares are held through your bank or brokerage account)
Internet www.proxyvote.com	Telephone Call 1-800-454-8683 or the telephone number on your voting instruction form	Mail Sign, date and return your voting instruction form
Not all beneficial owners may vote at the web address and phone number provided above. If your control number is not recognized, please refer to your voting instruction form for specific voting instructions.

~~SHAREOWNERS OF RECORD~~	~~BENEFICIAL OWNERS~~
~~(shares registered on the books of~~	~~(shares held through your~~
~~the Company via Computershare)~~	~~bank or brokerage account)~~


~~Via the Internet~~	~~Via the Internet~~
~~Visit~~	~~Visit~~
~~www.envisionreports.com/coca-cola~~	~~www.proxyvote.com~~


~~Scan this QR code~~	~~Scan this QR code~~
~~to vote with your mobile device~~	~~to vote with your mobile device~~


~~By phone~~	~~By phone~~
~~Call 1-800-652-VOTE~~	~~Call 1-800-454-8683~~
~~or the telephone number~~	~~or the telephone number~~
~~on your proxy card~~	~~on your voting instruction form~~


~~By mail~~	~~By mail~~
~~Sign, date and return~~	~~Sign, date and return~~
~~your proxy card~~	~~your voting instruction form~~

1	NOTICE OF 2020 ANNUAL MEETING OF SHAREOWNERS		3
2		LETTER ~~TO SHAREOWNERS~~ FROM OUR ~~BOARD OF DIRECTORS~~	2

	ITEM 4 Shareowner Proposal on Sugar and Public Health	93
11	ANNEXES	96
	ANNEX A- — Questions and Answers	8996

Items of Business		Our Board’s Recommendation
COMPANY PROPOSALS
1	Elect as Directors the 12 Director nominees named in the attached Proxy Statement to serve until the 2021 Annual Meeting of Shareowners.		FOReach Director Nominee	11
2	Conduct an advisory vote to approve executive compensation.		FOR	45
3	Ratify the appointment of Ernst & Young LLP as Independent Auditors of the Company to serve for the 2020 fiscal year.		FOR	90
SHAREOWNER PROPOSAL
4	Vote on a shareowner proposal on sugar and public health, if properly presented at the meeting.		AGAINST	93



	~~Electronic Shareowner Document Delivery~~

	Instead of receiving Notice of the Annual Meeting or future proxy materials by mail, shareowners of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and also will give you an electronic link to the proxy voting site. In addition, the Company has a tree planted on behalf of each shareowner that signs up for electronic delivery. Since we began offering electronic delivery in 2005, over 380,000 trees have been planted on behalf of Company shareowners.

●	~~Our Board’s Recommendation~~Continued to gain value share in total nonalcoholic ready-to-drink beverages on a global basis by gaining value share in 85% of our key markets.
~~ITEM~~1.~~Election~~of~~Directors~~(~~page~~15)
●	~~The Board and~~Trademark Coca-Cola grew retail value 6% for the Committee on Directors and Corporate Governance believe that the 16 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners.	~~FOR~~~~each~~ ~~Director~~~~Nominee~~second consecutive year, supported by contributions from innovations such as Coca-Cola with Coffee, which was launched in 35 additional markets in 2019.
~~ITEM 2.~~ ~~Advisory Vote to Approve Executive Compensation (page 45~~)
●	~~The Company seeks~~Completed the acquisition of Costa Limited, a ~~non-binding advisory vote to approve the compensation~~coffee company with retail stores in more than 30 countries; acquired full ownership of ~~its Named Executive Officers as described~~C.H.I. Limited, an innovative, fast-growing leader in ~~the Compensation Discussion~~expanding beverage categories, including juices, value-added dairy and ~~Analysis beginning on~~ ~~page 46~~ ~~and the Compensation Tables beginning on~~ ~~page 65. The Board values shareowners’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.~~	~~FOR~~iced tea in West Africa.
~~ITEM 3.~~ ~~Ratification of the Appointment of Ernst & Young LLP as Independent Auditors (page 86~~)
●	~~The Audit Committee~~Bottles made from 100% recycled PET available in 12 markets by the end of 2019.

●	In the United States, teamed with partners and major competitors to launch the “Every Bottle Back” program, which includes a new $100 million industry fund that will be used to improve sorting, processing and collection in areas with the biggest infrastructure gaps to help increase the amount of recycled plastic available to be remade into beverage bottles.

~~GOVERNANCE HIGHLIGHTS~~
●
~~Board Practices~~		~~Shareowner Matters~~
13 10 of 1612 Director nominees independent		~~Long-standing active shareowner engagement~~
~~Commitment~~●	Demonstrated commitment to Board refreshment ~~(12~~(since 2015, five new Directors ~~nominated since 2009)~~		~~Annual “say on pay” advisory vote~~ ~~Adopted a proxy access right~~ ~~Shareowner right to call special meetings~~have joined and seven Directors have rolled off)
●	Robust Director nominee selection process
●	Regular Board, committee and Director evaluations
●	Annual election of Directors with majority voting standard		~~Other Best Practices~~
●	Lead Independent Director, elected by the independent Directors
●	Independent Audit, Compensation and ~~Directors/~~Governance Committees
●	Regular executive sessions of non-employee Directors
●	Strategy and risk oversight by full Board and committees

~~Long-standing~~●	Longstanding, active shareowner engagement
●	Annual “say on pay” advisory vote
●	Majority voting with resignation policy for Directors in uncontested elections
●	Proxy access right
●	Shareowner right to call special meetings

●	Longstanding commitment ~~toward~~to sustainability and other environmental, social and governance (“ESG”) matters
●	Board oversight of human capital management and culture, including diversity and inclusion
●	Transparent public policy engagement
●	Stock ownership guidelines for executives and stock holding requirements for Directors
●	Anti-hedging, anti-short sale and anti-pledging policies

~~SNAPSHOT OF 2018 DIRECTOR NOMINEES~~4

~~All Director nominees exhibit:~~About The Coca-Cola Company

	~~High integrity~~	~~A commitment to sustainability and social issues~~	~~A proven record of success~~

	~~An appreciation of multiple cultures~~	~~Innovative thinking~~	~~Knowledge of corporate governance requirements and practices~~

~~Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective~~

Name	Age	Director Since	Primary Occupation	Committee Memberships¹							Other Boards²
Name	Age	Director Since	Primary Occupation	A	C	DCG	E	F	MD	PIDR	Other Boards²
Herbert A. Allen	78	1982	President, Chief Executive Officer and Director, Allen & Company Incorporated								0
Ronald W. Allen*	76	1991	Former Chairman of the Board, President and Chief Executive Officer, Aaron’s Inc.								2
Marc Bolland*	58	2015	Head of European Portfolio Operations, Blackstone Group L.P.								2
Ana Botín*	57	2013	Executive Chair, Banco Santander, S.A.								2
Richard M. Daley*	75	2011	Executive Chairman, Tur Partners LLC; Of Counsel, Katten Muchin Rosenman LLP								0
Christopher C. Davis*	52	Nominee	Chairman, Davis Selected Advisers–NY, Inc.		³						4
Barry Diller*	76	2002	Chairman of the Board and Senior Executive, IAC/InterActiveCorp and Expedia, Inc.								2
Helene D. Gayle*	62	2013	Chief Executive Officer, The Chicago Community Trust								1
Alexis M. Herman*	70	2007	Chair and Chief Executive Officer, New Ventures LLC								3
Muhtar Kent	65	2008	Chairman of the Board, The Coca-Cola Company								1
Robert A. Kotick*	55	2012	Chief Executive Officer and Director, Activision Blizzard, Inc.								1
Maria Elena Lagomasino*	68	2008	Chief Executive Officer and Managing Partner, WE Family Offices								1
Sam Nunn*	79	1997	Co-Chairman, Nuclear Threat Initiative								0
James Quincey	53	2017	President and Chief Executive Officer, The Coca-Cola Company								0
Caroline J. Tsay*	36	Nominee	Chief Executive Officer, Compute Software, Inc.	⁴							2
David B. Weinberg*	66	2015	Chairman and Chief Executive Officer, Judd Enterprises, Inc.								0

* ~~Independent Director~~		~~Chair~~		~~Member~~
1 A Sparkling soft drinks ~~= Audit Committee;~~ C ~~= Compensation Committee;~~ ~~DCG~~ ~~= Committee on Directors and Corporate Governance;~~ E ~~= Executive Committee;~~ F ~~= Finance Committee;~~ MD ~~= Management Development Committee;~~ ~~PIDR~~ ~~= Public Issues and Diversity Review Committee~~ 2 Other public company boards. For Mr. Davis, 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. 3 ~~Mr. Davis will be appointed to the Compensation Committee if elected.~~ 4 ~~Ms. Tsay will be appointed to the Audit Committee if elected.~~

Strategic Priorities		Enablers
Disciplined Portfolio Growth	Our strategy for disciplined portfolio growth centers around continuous innovation, leveraging the Coca-Cola system to lift, shift and scale leading brands around the world, and utilizing mergers and acquisitions as an enabler to further our growth strategy.	Digitizingthe Enterprise	The digital evolution is changing consumers’ behaviors, influencing the way consumers think, interact and ultimately how they shop. We believe this evolution impacts every aspect of the Coca-Cola system, and creates an opportunity to partner in ~~Latin America~~different ways with our customers and re-engineer our own supply chain and route-to-market.
Alignedand Engaged System	Over the past several years, we have undergone a tremendous transformation in refranchising the majority of our Company-owned bottling operations. Through the refranchising process, we have strengthened the system with great partners who are committed to excellence in the markets that they serve. These partners are strategically aligned to execute and support the vision and are creating sustainable long-term value for the system.	Fosteringa Growth Culture ~~Continued~~	We believe that sustainable and profitable growth is the product of a strong culture, with a focus on ~~driving revenue~~our employees, customers and consumers worldwide. As we move our business into the future, we will continue to drive a growth ~~led by North America, which grew net operating revenues by 4%~~ ~~Expanded~~culture centered around curiosity, empowerment, inclusion and agility. Our belief is that focusing on these behaviors enhances our ~~operating margin driven by productivity initiatives~~workforce, Company performance and ~~refranchising~~helps us become a more growth-minded Company.
Winningwithour Stakeholders ~~Announced incremental $800 million in productivity savings through 2019~~ ~~Completed the refranchising~~	We believe that our success is dependent upon empowering our employees, satisfying consumers with a wide variety of ~~Company-owned bottling operations~~beverage options, and providing solutions to grow our customers’ beverage businesses. We also strive to make a positive difference in the ~~U.S.~~communities where we operate. We are committed to creating value for all of our stakeholders for a better shared future.	Growing Sustainably	We are focused on giving people the drinks they want while trying to improve the world we all share, turning our passion for consumers into brands people love and ~~China~~ creating shared opportunity through growth. We act in ways that we believe will create a more sustainable and better shared future for all of our stakeholders. We attempt to make a positive difference in peoples’ lives, communities and our planet by doing business the right way.

		Culture and Engagement We are taking deliberate action to foster a growth culture that is grounded in our Company purpose: to refresh the world and make a difference. We strive to act with a growth mindset, take an expansive approach to what’s possible and believe in continuous learning to improve our business and ourselves. We focus on four key growth behaviors – being curious, empowered, inclusive and agile – and value how we work as much as what we achieve. We believe culture enables our Company strategy and shapes employee experiences.
		Leadership, Talent and Development Our talent strategy focuses on building inspirational leadership and capabilities that help our people be successful in the future. We recognize that one size does not fit all and are focused on creating an employee experience that is locally relevant in its approach and also provides the global breadth of learning and growth that we can provide for our people.
		Diversity and Inclusion We believe creating a diverse and inclusive workplace is not only the right thing to do – it is a business priority that fosters greater creativity, innovation and connection to the communities we serve. We take a comprehensive view of diversity with an inclusive mindset, including gender, ethnicity, generation, disability/ability, sexual orientation, gender identity, military service, nationality, religion and other factors.
		Human Rights Respect for human rights is a fundamental value of our Company. We strive to respect and promote human rights in accordance with the United Nations Guiding Principles on Business and Human Rights in our relationships with our employees, suppliers and independent bottlers. Our aim is to help increase the enjoyment of human rights within the communities in which we operate.
		Business Integrity Our Codes of Business Conduct are grounded in our commitment to do the right thing. They serve as the foundation of our approach to ethics and compliance, and our anti-corruption compliance program is focused on conducting business in a fair, ethical and legal manner.


		2019 NOTABLEACCOLADES
	●Ranked 15^thon FORTUNE’s annual ranking of theWorld’s Most Admired Companies, marking the 12^thconsecutive year in the top 20 ●Earned a 100% score on theHuman Rights Campaign’s Corporate Equality Index, marking the 14^thconsecutive year ●Ranked intop ten largest U.S. companies in terms of gender equalityby Equileap ●Included in theBloomberg Gender-Equality Index ●Recognized by Disability Equality Index as one of theBest Places to Work for Disability Inclusion ●Received theHispanic Association on Corporate Responsibility Award for Corporate Inclusionfor two five-star ratings in employment and governance ●Winner offour Human Capital Management Excellence Awardsby Brandon Hall Group


Sugar Reduction	World Without Waste	Climate	Shared Future	Water Stewardship
We’re growing our business while reducing added sugar and providing consumers with more choices.	We believe a World Without Waste is possible.	We look for ways to reduce our carbon footprint across the Coca-Cola value chain.	We aim to improve people’s lives and create a better shared future for our communities and planet.	We strive to replenish water back to nature and communities, improve efficiency and treat wastewater to high standards.

ITEM 1		ELECTION OF DIRECTORS The Board of Directors and the Committee on Directors and Corporate Governance believe that the 12 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners.	OUR BOARD RECOMMENDS AVOTE FOREACH DIRECTOR NOMINEE
				Seepage 11for further information

ITEM 2		ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning onpage 46and the Compensation Tables beginning onpage 69.	OUR BOARD RECOMMENDS AVOTE FORTHIS ITEM
				Seepage 45for further information

ITEM 3		RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS The Board of Directors and the Audit Committee believe that retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending December 31, 2020 is in the best interest of the Company and its shareowners. As a matter of good corporate governance, shareowners are being asked to ratify the Audit Committee’s selection of the Independent Auditors.	OUR BOARD RECOMMENDS AVOTE FORTHIS ITEM
				Seepage 90for further information

ITEM 4		SHAREOWNER PROPOSAL Vote on a shareowner proposal on sugar and public health, if properly presented at the 2020 Annual Meeting of Shareowners.	OUR BOARD RECOMMENDS AVOTE AGAINSTTHE SHAREOWNER PROPOSAL
				Seepage 93for further information


	~~2018 Proxy Statement~~WHAT AM I VOTING ON? Shareowners are being asked to elect 12 Director nominees for a one-year term.	9	VOTING RECOMMENDATION: FORthe election of each Director nominee. The Board of Directors and the Committee on Directors and Corporate Governance believe the 12 Director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of shareowners.

Name and Principal Position	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings¹($)	All Other Compensation ($)	Total ($)	Total Without Change in Pension Value² ($)
Muhtar Kent³ Chairman of the Board and Former Chief Executive Officer	$ 1,200,000	$ 6,813,726	$ 1,920,772	$ 1,800,000	$ 2,368,071	$ 689,870	$ 14,792,439	$ 12,424,368
James Quincey⁴ President and Chief Executive Officer	1,177,167	4,769,612	1,344,540	2,368,493	392,126	530,292	10,582,230	10,190,104
Kathy N. Waller⁵ Executive Vice President, Chief Financial Officer and President, Enabling Services	818,287	2,205,955	621,851	956,250	1,760,981	81,162	6,444,486	4,683,505
Marcos de Quinto⁶ Former Executive Vice President and Chief Marketing Officer	784,088	2,416,038	681,074	573,566	504,246	1,629,411	6,588,423	6,084,177
J. Alexander M. Douglas, Jr.⁷ Executive Vice President and President, Coca-Cola North America	723,445	1,873,768	528,214	723,445	845,431	79,997	4,774,300	3,928,869
Irial Finan⁸ Executive Vice President and President, Bottling Investments Group	914,769	2,697,124	760,303	1,097,723	463,763	84,819	6,018,501	5,554,738
Brian J. Smith President, Europe, Middle East and Africa Group	650,000	1,873,768	528,214	731,250	445,128	153,550	4,381,910	3,936,782
1 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. For 2017, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits, as required by SEC rules, was lower than in 2016. For Mr. Kent, this lower discount rate assumption was a significant reason for the increase in pension value. 2 Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). 3 In addition to serving as Chairman of the Board, Mr. Kent served as Chief Executive Officer through April 30, 2017. 4 Mr. Quincey served as President and Chief Operating Officer through April 30, 2017. Mr. Quincey succeeded Mr. Kent as Chief Executive Officer effective May 1, 2017. 5 In addition to serving as Executive Vice President and Chief Financial Officer, Ms. Waller assumed the role of President, Enabling Services effective May 1, 2017. 6 Mr. de Quinto will be retiring from the Company on August 31, 2018. Mr. de Quinto served as Executive Vice President and Chief Marketing Officer through April 30, 2017, when he transitioned to Senior Creative Advisor. 7 Mr. Douglas retired from the Company on March 1, 2018. 8 Mr. Finan will be retiring from the Company on March 31, 2018.


	~~Under Muhtar Kent’s leadership of the Board since 2009~~
		~~Ten new Directors elected through 2017~~
		~~Two new Director nominees for the 2018 Annual Meeting~~
		~~Full rotation of Board committee chairs~~
		~~New Lead Independent Director elected~~
		~~Expanded qualifications and diversity, including the number of women Directors, represented on the Board~~

~~Linking~~ Business Characteristics ~~with Key Qualifications and Experience Represented on the Board~~
							Key Qualifications and Experiences
The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies.			High level of financial experience
			Relevant senior leadership/Chief Executive Officer experience
Marketing and innovation are core focuses of the Company’s business, and the Company seeks to develop and deploy the world’s most effective marketing and innovative products and technology.			Marketing experience
							Innovation/technology experience
~~Key Qualifications and Experience~~		~~Key Qualifications and Experience~~

	~~High level of financial experience~~	~~Relevant senior leadership/Chief Executive Officer experience~~			~~Marketing experience~~	~~Innovation/technology experience~~


The Company’s business is truly global and multicultural, with its products sold in ~~over~~more than 200 countries and territories around the world.					Broad international exposure/emerging market experience
The Company’s business requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities and non-governmental organizations.

~~Key Qualifications and Experience~~				~~Key Qualifications and Experience~~

	~~Broad international exposure/emerging market experience~~	~~Diversity of race, ethnicity, gender, age, cultural background and professional experience~~			Governmental or geopolitical expertise


The Company’s business is a complicated global enterprise, and most of the Company’s products are manufactured and sold by bottling partners around the world.					Extensive knowledge of the Company’s business and/or industry
The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.

~~Key Qualifications and Experience~~				~~Key Qualifications and Experience~~

	~~Extensive knowledge of the Company’s business and/or industry~~				Risk oversight/management expertise


		~~The Board conducts an annual self-evaluation~~
		~~Each committee conducts an annual self-evaluation~~
		~~Each Director evaluates the Board and the committees on which he or she serves, as well as each other Director~~

		Years of Tenure	Committee Memberships							Other Boards¹
Nominee	Age	Years of Tenure	A	TC	DCG	F	MD	PPS	E	Other Boards¹
HERBERT A. ALLEN President, Chief Executive Officer and Director, Allen & Company Incorporated	80	38								0
MARC BOLLANDIndependent Head of European Portfolio Operations, The Blackstone Group Inc.	60	5								2
ANA BOTÍNIndependent Executive Chair, Banco Santander, S.A.	59	7								3²
CHRISTOPHER C. DAVISIndependent Chairman, Davis Selected Advisers–NY, Inc.	54	2								4³
BARRY DILLERIndependent Chairman of the Board and Senior Executive, IAC/InterActiveCorp and Expedia Group, Inc.	78	18								2
HELENE D. GAYLEIndependent Chief Executive Officer, The Chicago Community Trust	64	7								1
ALEXIS M. HERMANIndependent Chair and Chief Executive Officer, New Ventures LLC	72	13								3
ROBERT A. KOTICKIndependent Chief Executive Officer and Director, Activision Blizzard, Inc.	57	8								1
MARIA ELENA LAGOMASINO Lead Independent Director Chief Executive Officer and Managing Partner, WE Family Offices	70	12								1
JAMES QUINCEY Chairman and Chief Executive Officer, The Coca-Cola Company	55	3								1
CAROLINE J. TSAYIndependent Chief Executive Officer and Director, Compute Software, Inc.	38	2								1
DAVID B. WEINBERGIndependent Chairman and Chief Executive Officer, Judd Enterprises, Inc.	68	5								0

AAudit Committee TCTalent and Compensation Committee DCGCommittee on Directors and Corporate Governance	FFinance Committee MDManagement Development Committee PPSPublic Policy and Sustainability Committee	EExecutive Committee		Chair Member	Chair (following the 2020 Annual Meeting)
					Member (following the 2020 Annual Meeting)

¹	Other public company boards.
²	Includes Santander UK Group Holdings plc and Santander UK plc, which are wholly owned subsidiaries of Banco Santander, S.A.
³	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	Ronald W. Allen will remain as Audit Committee Chair through the 2020 Annual Meeting.

●High integrity ●An appreciation of multiple cultures	●A commitment to sustainability and social issues ●Innovative thinking	●A proven record of success ●Knowledge of corporate governance requirements and practices

SKILLS
	12out of 12 High Level of Financial Experience		8out of 12 Marketing Experience	12out of 12 Relevant Senior Leadership/Chief Executive Officer Experience	7out of 12 Governmental or Geopolitical Expertise

	~~2018 Proxy Statement~~12out of 12 Risk Oversight/Management Expertise	17	6out of 12 Innovation/Technology Experience	9out of 12 Broad International Exposure/Emerging Market Experience	4out of 12 Extensive Knowledge of the Company’s Business and/or Industry

~~SNAPSHOT OF 2018 DIRECTOR NOMINEES~~

	~~All Director nominees exhibit:~~

		~~High integrity~~	~~A commitment to sustainability and social issues~~	~~A proven record of success~~

		~~An appreciation of multiple cultures~~	~~Innovative thinking~~	~~Knowledge of corporate governance requirements and practices~~

~~Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective~~