Coca-Cola Consolidated (COKE) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ 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

COCA-COLA CONSOLIDATED, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

COCA-COLA CONSOLIDATED, INC.

Notice of Annual Meeting

and

Proxy Statement

2024 Annual Meeting of Stockholders

May 14, 2024

COCA-COLA CONSOLIDATED, INC.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

March 25, 2024

Dear Stockholder:

On behalf of the Board of Directors and the management of Coca-Cola Consolidated, Inc., I invite you to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Time, on Tuesday, May 14, 2024. The Annual Meeting will be held exclusively via live audio webcast at www.virtualshareholdermeeting.com/COKE2024. Details regarding how to participate in the Annual Meeting via live audio webcast and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to participate in the Annual Meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

Thank you for your continued support.

Sincerely,

J. Frank Harrison, III

Chairman and Chief Executive Officer

COCA-COLA CONSOLIDATED, INC.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(980) 392-8298

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

March 25, 2024

To Stockholders of Coca-Cola Consolidated, Inc.:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Coca-Cola Consolidated, Inc. (“Coca-Cola Consolidated”) will be held at 9:00 a.m., Eastern Time, on Tuesday, May 14, 2024 via live audio webcast at www.virtualshareholdermeeting.com/COKE2024, for the following purposes:

1. To elect the 12 director nominees nominated by the Board of Directors;

2. To ratify the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024;

3. To consider and vote on a stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace, if properly presented at the Annual Meeting; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” Items 1 and 2 and “AGAINST” Item 3. The proxy holders will use their discretion to vote on other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders as of the close of business on March 18, 2024 will be entitled to vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/COKE2024. To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials provided or the instructions that you received by email.

Coca-Cola Consolidated has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the virtual meeting site, www.virtualshareholdermeeting.com/COKE2024, that day. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Online check-in will begin at 8:45 a.m., Eastern Time. Please allow ample time for the online check-in process.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you are a stockholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. If you are a stockholder of record and received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the internet site address listed on your Notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the stockholder of record to vote your shares.

By Order of the Board of Directors,

E. Beauregarde Fisher III

Executive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders To Be Held on May 14, 2024:

The Notice of Annual Meeting and Proxy Statement and the 2023 Annual Report to Stockholders

are available at www.proxyvote.com.

Table of Contents

			Page
General Information				1
Security Ownership of Directors, Director Nominees and Executive Officers				6
Principal Stockholders				7
Proposal 1:	Election of Directors			9
	Director Nominees			9
Corporate Governance				15
	The Board of Directors			15
	Documents Available			15
	Director Independence			15
	Board Leadership Structure			16
	Board Committees			17
	Director Meeting Attendance			18
	Director Nomination Process			18
	Board Diversity			20
	Stockholder Recommendations of Director Candidates			20
	Universal Proxy Rules for Director Nominations			21
	Prohibitions Against Hedging, Short Selling or Pledging			21
	Policy for Review of Related Person Transactions			21
	Related Person Transactions			22
	The Board’s Role in Risk Oversight			26
	Communications with the Board of Directors			27
Director Compensation				28
Compensation Discussion and Analysis				29
Executive Compensation Tables				42
	I.	2023 Summary Compensation Table		42
	II.	2023 Grants of Plan-Based Awards		44
	III.	Defined Benefit Plans		45
	IV.	2023 Nonqualified Deferred Compensation		47
	V.	2023 Potential Payments Upon Termination or Change in Control		50
	VI.	Pay Ratio Disclosure		53
	VII.	Pay Versus Performance		54
Equity Compensation Plan Information				59
Consideration of Risk Related to Compensation Programs				60
Compensation Committee Interlocks and Insider Participation				61
Compensation Committee Report				61
Audit Committee Report				62
Proposal 2:	Ratification of the Appointment of Independent Registered Public Accounting Firm			63
	Fees Paid to Independent Registered Public Accounting Firm			63
	Audit Committee Pre-Approval of Audit and Non-Audit Services			64

i

		Page
Proposal 3:	Stockholder Proposal		65
	Board of Directors’ Statement in Opposition to the Proposal		66
Additional Information			68
	Stockholder Proposals for the 2025 Annual Meeting of Stockholders		68
	2023 Annual Report to Stockholders		68
	Annual Report on Form 10-K		68
	Householding		68
Appendix A: Reconciliation of Non-GAAP Financial Performance Measures			A-1

ii

PROXY STATEMENT

The Board of Directors (the “Board of Directors” or the “Board”) of Coca-Cola Consolidated, Inc. (“Coca-Cola Consolidated,” the “Company,” “we,” “us” or “our”) is providing these materials to you in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on Tuesday, May 14, 2024 via live audio webcast at www.virtualshareholdermeeting.com/COKE2024.

General Information

Why did I receive these materials?

You received these materials because the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that Coca-Cola Consolidated is required to provide you under the United States Securities and Exchange Commission rules and regulations (the “SEC rules”) and is designed to assist you in voting your shares.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted in accordance with the stockholder’s specific voting instructions.

Why did I receive a one-page notice regarding internet availability of proxy materials instead of a full set of the proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, the Company has elected to mail a notice regarding the availability of proxy materials on the internet (the “Notice of Internet Availability”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 25, 2024, and the proxy materials were posted on the investor relations portion of the Company’s website, www.cokeconsolidated.com, and on the website referenced in the Notice of Internet Availability on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting a copy.

What is included in these materials?

These materials include:

• the Notice of Annual Meeting and Proxy Statement; and

• the 2023 Annual Report to Stockholders, which contains the Company’s audited consolidated financial statements.

If you received a paper copy of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

There are three proposals scheduled to be voted on at the Annual Meeting:

• the election of the 12 director nominees nominated by the Board of Directors;

1

• the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024; and

• a stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace.

The Board is not aware of any other matters to be brought before the Annual Meeting. If other matters are properly raised at the Annual Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

What are the Board’s voting recommendations?

The Board unanimously recommends that you vote your shares:

• “FOR” the election of each of the 12 director nominees nominated by the Board of Directors;

• “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024; and

• “AGAINST” the stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace.

Who can participate in the Annual Meeting?

The Annual Meeting will be held exclusively via live audio webcast at www.virtualshareholdermeeting.com/COKE2024. Participation in the Annual Meeting is limited to:

• stockholders as of the close of business on March 18, 2024;

• holders of valid proxies for the Annual Meeting; and

• invited guests.

To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or Notice of Internet Availability provided or the instructions that you received by email. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time, on Tuesday, May 14, 2024. Online check-in will begin at 8:45 a.m., Eastern Time. Please allow ample time for the online check-in process. If you encounter any difficulties accessing the live audio webcast of the Annual Meeting during the online check-in process or during the meeting itself, including any difficulties with your 16-digit control number, please call the technical support number available at www.virtualshareholdermeeting.com/COKE2024.

When is the record date and who is entitled to vote?

The Board set March 18, 2024 as the record date. As of the close of business on the record date, there were 8,368,993 shares of Coca-Cola Consolidated Common Stock outstanding and 1,004,696 shares of Coca-Cola Consolidated Class B Common Stock outstanding. Each share of Common Stock outstanding as of the close of business on the record date is entitled to one vote and each share of Class B Common Stock outstanding as of the close of business on the record date is entitled to 20 votes on any matter properly presented at the Annual Meeting.

What is a stockholder of record?

A stockholder of record or registered stockholder is a stockholder whose ownership of Coca-Cola Consolidated stock is reflected directly on the books and records of the Company’s transfer agent, Equiniti Trust Company, LLC. If you hold Coca-Cola Consolidated stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in street name and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization. Coca-Cola Consolidated only has access to ownership records for the registered shares.

2

How do I vote?

You may vote by any of the following methods:

• Electronically during the Annual Meeting. Stockholders of record and beneficial owners of shares held in street name may participate in the Annual Meeting via live audio webcast and cast their vote online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/COKE2024.

• Via the internet or by telephone. Stockholders of record may vote by proxy, via the internet or by telephone, by following the instructions included in the proxy card or Notice of Internet Availability provided or the instructions received by email. If you are a beneficial owner of shares held in street name, your ability to vote via the internet or by telephone depends on the voting procedures of the stockholder of record (e.g., your bank, broker or other nominee). Please follow the instructions included in the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record.

• By mail. Stockholders of record and beneficial owners of shares held in street name may vote by proxy by completing, signing, dating and returning the proxy card or voting instruction form provided.

How can I revoke my proxy or change my vote?

Stockholders of record. You may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211; (ii) delivering a proxy bearing a later date using any of the voting methods described in the immediately preceding Q&A, including via the internet or by telephone, and until the applicable deadline for each method specified in the accompanying proxy card or the Notice of Internet Availability; or (iii) participating in the Annual Meeting via live audio webcast and voting online during the meeting prior to the closing of the polls. Participating in the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote online during the meeting prior to the closing of the polls. For all methods of voting, the last vote cast will supersede all previous votes.

Beneficial owners of shares held in street name. You may revoke or change your voting instructions by participating in the Annual Meeting via live audio webcast and voting online during the meeting prior to the closing of the polls or by following the specific instructions provided to you by the stockholder of record (e.g., your bank, broker or other nominee).

What happens if I vote by proxy and do not provide specific voting instructions?

Stockholders of record. If you are a stockholder of record and you vote by proxy, via the internet, by telephone or by returning a properly executed and dated proxy card by mail, without providing specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the Annual Meeting.

Beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name and you do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is referred to as a “broker non-vote.”

Proposals 1 and 3, the election of directors and the stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace, respectively, are “non-routine” matters. Consequently, without your voting instructions, the organization that holds your shares cannot vote your shares on these proposals. Proposal 2, the ratification of the appointment of

3

PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024, is considered a “routine” matter.

What is the voting requirement to approve each of the proposals?

• Proposal 1, Election of Directors. Directors shall be elected by a plurality of the votes cast (meaning that the 12 director nominees who receive the highest number of votes cast “for” their election will be elected as directors). There is no cumulative voting with respect to the election of directors.

• Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024 requires the affirmative vote of a majority of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

• Proposal 3, Stockholder Proposal. Approval of the stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace requires the affirmative vote of a majority of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

• Other Items. Approval of any other matters requires the affirmative vote of a majority of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock present in person or represented by proxy and entitled to vote on the item at the Annual Meeting (meaning that of the total votes of all shares of Coca-Cola Consolidated Common Stock and Class B Common Stock represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the item for it to be approved).

What is the quorum for the Annual Meeting? How are “withhold” votes, abstentions and broker non-votes treated?

The presence, in person or by proxy, of the holders of a majority of the votes eligible to be cast by the holders of Coca-Cola Consolidated Common Stock and Class B Common Stock voting together as a class is necessary for the transaction of business at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for the purpose of establishing a quorum at the meeting. Your shares are counted as being present if you participate in the Annual Meeting via live audio webcast and cast your vote online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/COKE2024, or if you vote by proxy, via the internet, by telephone or by returning a properly executed and dated proxy card or voting instruction form by mail. “Withhold” votes, abstentions and broker non-votes are counted as present for the purpose of determining a quorum for the Annual Meeting; however, broker non-votes are not counted as present for the purpose of determining a quorum for Proposal 1, the election of directors.

With respect to Proposal 1, the election of directors, only “for” and “withhold” votes may be cast. “Withhold” votes and broker non-votes will not be considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees.

With respect to Proposals 2 and 3, the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024 and the stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace, respectively, you may vote “for” or “against” these proposals, or you may

4

“abstain” from voting on these proposals. Abstentions will be counted as votes present in person or represented by proxy at the Annual Meeting and entitled to vote on these proposals and will therefore have the same effect as votes “against” these proposals, and broker non-votes will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome. As discussed above, because Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024, is considered a “routine” matter, the Company does not expect any broker non-votes with respect to this proposal.

Will I be given the opportunity to submit questions during the Annual Meeting?

Yes. Stockholders as of the close of business on the record date will be able to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/COKE2024. The Company will try to answer as many stockholder-submitted questions as time permits, and, in the event the Company receives more questions than it can answer during the allotted period of time, the Company will answer them in the order received. However, the Company reserves the right to edit profanity or other inappropriate language and to exclude questions that are not pertinent to meeting matters, do not comply with the meeting rules of conduct, or are otherwise inappropriate. If the Company receives substantially similar questions, it will group such questions together and provide a single response to avoid repetition.

Who pays for solicitation of proxies?

The Company is paying the cost of soliciting proxies and will reimburse its transfer agent, brokerage firms, financial institutions and other custodians, nominees, fiduciaries and stockholders of record for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their proxies. In addition to soliciting the proxies by mail and the internet, certain of the Company’s directors, officers and employees, without compensation, may solicit proxies personally or by telephone, facsimile and email. The Company has retained Broadridge Financial Solutions, Inc. to aid in the solicitation of proxies with respect to shares of Coca-Cola Consolidated stock held by brokerage firms, financial institutions and other custodians, nominees, fiduciaries and stockholders of record for a fee of approximately $1,000, plus expenses.

What are the expected voting results?

The Company expects each of the proposals recommended by the Board (Proposals 1 and 2) to be approved by the stockholders. The Board has been informed that J. Frank Harrison, III intends to vote an aggregate of 1,004,394 shares of Coca-Cola Consolidated Class B Common Stock (representing 20,087,880 votes and an aggregate of 70.6% of the total voting power of Coca-Cola Consolidated Common Stock and Class B Common Stock together as of the record date):

• “FOR” the election of each of the 12 director nominees nominated by the Board of Directors;

• “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024; and

• “AGAINST” the stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace.

Where can I find the voting results of the Annual Meeting?

The Company will announce preliminary or final voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) within four business days of the completion of the meeting.

5

Security Ownership of Directors, Director Nominees and Executive Officers

The table below shows the number of shares of Coca-Cola Consolidated Common Stock and Class B Common Stock beneficially owned as of the close of business on March 18, 2024 by each director, director nominee and named executive officer and by all directors, director nominees and executive officers as a group. As of the close of business on March 18, 2024, a total of 8,368,993 shares of Common Stock and 1,004,696 shares of Class B Common Stock were outstanding. Information about the beneficial ownership of the Common Stock and Class B Common Stock owned by Mr. Harrison is shown on page 7.

Name of Beneficial Owner	Class		Number of Shares and Nature of Beneficial Ownership			Percentage of Class
Elaine Bowers Coventry		Common Stock		—		*
Sharon A. Decker		Common Stock		—		*
Morgan H. Everett		Common Stock		—	(1)	*
James R. Helvey, III		Common Stock		—		*
Jason D. (J.D.) Hickey		Common Stock		—		*
William H. Jones		Common Stock		100	(2)	*
Umesh M. Kasbekar		Common Stock		—		*
David M. Katz		Common Stock		—		*
James H. Morgan		Common Stock		—		*
Dennis A. Wicker		Common Stock		—		*
Richard T. Williams		Common Stock		—		*
F. Scott Anthony		Common Stock		—		*
Robert G. Chambless		Common Stock		—		*
E. Beauregarde Fisher III		Common Stock		—		*
Directors, director nominees and executive officers as a group (excluding Mr. Harrison) (18 persons)		Common Stock		100		*

* Less than 1% of the outstanding shares of such class.

⁽¹⁾ Excludes 535,178 shares of Class B Common Stock held by the JFH Family Limited Partnership—FH1 and 78,596 shares of Class B Common Stock held by a trust of which Ms. Everett is one of the beneficiaries. Ms. Everett has a pecuniary interest in these shares, but does not have voting or investment power with respect to these shares.

⁽²⁾ Held jointly with his spouse.

6

Principal Stockholders

The following table provides information about the beneficial ownership of Coca-Cola Consolidated Common Stock and Class B Common Stock as of the close of business on March 18, 2024 by each person known by the Company to beneficially own more than 5% of the outstanding shares of Coca-Cola Consolidated Common Stock or Class B Common Stock as of such date:

Name and Address of Beneficial Owner	Class	Number of Shares and Nature of Beneficial Ownership			Percentage of Class(1)		Total Votes		Percentage  of Total Votes(1)
J. Frank Harrison, III, JFH III Harrison Family LLC, JFH Family Limited Partnership—FH1 and JFH3 Holdings LLC, as a group 4100 Coca-Cola Plaza Charlotte, North Carolina 28211	Common Stock Class B Common Stock		1,004,394 1,004,394	(2)  (3)(4)		10.7%  99.97%		20,087,880	70.6%
The Coca-Cola Company One Coca-Cola Plaza Atlanta, Georgia 30313	Common Stock		2,482,165	(5)		29.7%		2,482,165	8.7%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	Common Stock		578,432	(6)		6.9%		578,432	2.0%
BlackRock, Inc. 50 Hudson Yards New York, New York 10001	Common Stock		565,870	(7)		6.8%		565,870	2.0%

⁽¹⁾ A total of 8,368,993 shares of Common Stock and 1,004,696 shares of Class B Common Stock were outstanding as of the close of business on March 18, 2024. The percentage of Common Stock owned by J. Frank Harrison, III shown in this column assumes conversion of all 1,004,394 shares of Class B Common Stock beneficially owned as described below in Footnote 3 that are convertible into shares of Common Stock. The percentages of Common Stock owned by The Coca-Cola Company and the other entities identified in the table that owned more than 5% of the outstanding shares of Common Stock as of the close of business on March 18, 2024 do not assume such conversion has occurred.

⁽²⁾ Consists of 1,004,394 shares of Class B Common Stock beneficially owned as described below in Footnote 3 that are convertible into shares of Common Stock.

⁽³⁾ Consists of (i) 535,178 shares of Class B Common Stock held by the JFH Family Limited Partnership—FH1, as to which Mr. Harrison has sole voting and investment power pursuant to the terms of the operating agreement for the JFH III Harrison Family LLC (the general partner of the limited partnership); (ii) 78,596 shares of Class B Common Stock held by a trust established for the benefit of certain relatives of the late J. Frank Harrison, Jr., as to which Mr. Harrison has sole voting and investment power; and (iii) 390,620 shares of Class B Common Stock held by the JFH3 Holdings LLC, of which Mr. Harrison is the sole manager and as to which Mr. Harrison has sole voting and investment power. The members of the JFH3 Holdings LLC and their respective ownership interests are (A) Mr. Harrison: 16.8648%; (B) Mr. Harrison’s spouse: 40.6689%; (C) The J. Frank Harrison, III 2021 Family Trust dated October 8, 2021: 9.4264%; (D) The Jan M. Harrison 2021 Irrevocable Trust dated October 7, 2021: 9.0811%; and (E) the Anne Lupton Carter Trust f/b/o J. Frank Harrison, III: 23.9588%. Mr. Harrison disclaims beneficial ownership of the shares of Class B Common Stock held by the JFH Family Limited Partnership—FH1 and the JFH3 Holdings LLC except to the extent of his pecuniary interest therein.

⁽⁴⁾ The trust described above in clause (ii) of Footnote 3 has the right to acquire 292,386 shares of Class B Common Stock from Coca-Cola Consolidated in exchange for an equivalent number of shares of Common Stock. In the event of such an exchange, Mr. Harrison would have sole voting and investment power over the shares of Class B Common Stock acquired. The trust does not own any shares of Common

7

Stock with which to make the exchange, and any purchase of Common Stock would require approval by the trustees of the trust. Accordingly, the table does not include shares related to this exchange right.

⁽⁵⁾ This information is based upon a Schedule 13D/A filed jointly with the SEC by The Coca-Cola Company, The Coca-Cola Trading Company LLC, Coca-Cola Oasis LLC and Carolina Coca-Cola Bottling Investments, Inc. on December 10, 2020. The Schedule 13D/A reports that such entities have shared voting and investment power over all of such shares.

⁽⁶⁾ This information is based upon a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc. (“Vanguard”) on February 13, 2024. The Schedule 13G/A reports that Vanguard has sole voting power over no shares, shared voting power over 8,838 shares, sole investment power over 564,469 shares and shared investment power over 13,963 shares.

⁽⁷⁾ This information is based upon a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 26, 2024. The Schedule 13G/A reports that BlackRock has sole voting power over 558,762 shares, shared voting power over no shares and sole investment power over all of such shares.

8

Proposal 1: Election of Directors

On the recommendation of the Executive Committee, the Board has nominated the 12 persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. With the exception of Jason D. (J.D.) Hickey whose Board service would commence upon his election at the Annual Meeting, all of the nominees are currently serving as directors and were elected to the Board at the 2023 Annual Meeting of Stockholders. Dr. Hickey was recommended to the Executive Committee by J. Frank Harrison, III, the Company’s Chairman and Chief Executive Officer. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

The Board of Directors unanimously recommends that you vote “FOR” the election of each of the 12 nominees listed below. Unless otherwise specified, proxies will be voted “FOR” the election of each of the 12 nominees listed below.

Director Nominees

Listed below are the 12 persons nominated for election to the Board of Directors. The following paragraphs include information about each director nominee’s business background, as furnished to the Company by the nominee, and additional experience, qualifications, attributes or skills that led the Board of Directors to conclude that the nominee should serve on the Board.

Name	Age		Principal Occupation	Director Since
J. Frank Harrison, III		69	Chairman of the Board and Chief Executive Officer of Coca-Cola Consolidated	1986
Elaine Bowers Coventry		55	President, Europe East Operations, The Coca-Cola Company	2023
Sharon A. Decker		67	President, Tryon Equestrian Partners, Carolina Operations	2001
Morgan H. Everett		42	Vice Chair of the Board of Coca-Cola Consolidated	2011
James R. Helvey, III		65	Managing Partner, Cassia Capital Partners, LLC	2016
Jason D. (J.D.) Hickey		52	President and Chief Executive Officer, BlueCross BlueShield of Tennessee, Inc.	—
William H. Jones		68	President, Columbia International University	2011
Umesh M. Kasbekar		66	Non-Executive Vice Chairman of the Board of Coca-Cola Consolidated	2016
David M. Katz		55	President and Chief Operating Officer of Coca-Cola Consolidated	2018
James H. Morgan		76	Chairman, Covenant Capital LLC	2008
Dennis A. Wicker		71	Partner, Nelson Mullins Riley & Scarborough LLP (Retired)	2001
Richard T. Williams		70	Vice President of Corporate Community Affairs, Duke Energy Corporation (Retired)	2017

J. Frank Harrison, III

Mr. Harrison is Chairman of the Board and Chief Executive Officer of Coca-Cola Consolidated. Mr. Harrison served as Vice Chairman of the Board from November 1987 through his election as Chairman in December 1996 and was elected as Chief Executive Officer in May 1994. He was first employed by the Company in 1977 and also served as a Division Sales Manager and as a Vice President.

9

Mr. Harrison brings extensive business, managerial and leadership experience to the Board. With over 45 years of experience with Coca-Cola Consolidated, Mr. Harrison provides the Board with a vital understanding and appreciation of the Company’s business. His strong leadership skills have been demonstrated through his service as Chief Executive Officer since 1994 and as Chairman of the Board since 1996. He is also the controlling stockholder of Coca-Cola Consolidated and, as a member of the founding family of Coca-Cola Consolidated, maintains a unique position within the Coca-Cola system.

Elaine Bowers Coventry

Ms. Coventry is President, Europe East Operations in the Europe operating unit of The Coca-Cola Company, the world’s largest nonalcoholic beverage company, a position she has held since January 2024. Prior to holding this position, she served as Chief Customer and Commercial Officer of The Coca-Cola Company from July 2019 until December 2023, as Vice President and Director of Commercial Leadership in The Coca-Cola Company’s Western Europe business unit from May 2017 until July 2019, as Vice President, Commercial Strategy and Transformation of The Coca-Cola Company from April 2016 until April 2017 and as Vice President, Global Commercial Strategy of The Coca-Cola Company and as Europe General Manager for The Coca-Cola Company’s joint venture with Keurig Green Mountain, Inc. from October 2014 until April 2016. Ms. Coventry joined The Coca-Cola Company in 1997 and has held a variety of roles in global and national customer management, shopper and customer marketing, retail design, innovation, and strategic partnership development over the course of her career at The Coca-Cola Company. Before joining The Coca-Cola Company, Ms. Coventry was with Kellogg Company, a global company engaged in the manufacture and marketing of snacks and convenience foods, from 1991 until 1997 where she held positions of increasing responsibility in sales and sales management, including responsibility for the entire foodservice broker network in the United States. Ms. Coventry currently serves as an advisory board member of the LEAD (Leading Executives Advancing Diversity) Network, an organization with the mission to attract, retain and advance women in the retail and consumer goods industry in Europe through education, leadership and business development. She previously served as a board member of Enactus, a network of leaders committed to using business as a catalyst for positive social and environmental impact, from 2019 to 2023 and as the Co-Chair of the inaugural World Economic Forum Future of Consumption Council from 2016 to 2018.

Ms. Coventry’s extensive experience in strategy, marketing, operations, sales, retail design and innovation, as well as her position with The Coca-Cola Company and knowledge of the Coca-Cola system and the nonalcoholic beverage industry, qualify her to serve as a member of the Board. In addition, her commitment to sustainability and social responsibility is valuable to the Company.

Sharon A. Decker

Ms. Decker is President of Tryon Equestrian Partners, Carolina Operations, an investment group responsible for the development and operation of a premier sports complex and resort in western North Carolina. Prior to holding this position, she served as Chief Operating Officer of Tryon Equestrian Partners, Carolina Operations from August 2015 to April 2020. Ms. Decker was President of NURAY Media, a multi-media conservation, preservation and restoration company, from January 2015 until August 2015. Ms. Decker served as Secretary of Commerce for the State of North Carolina from January 2013 until December 2014. Prior to that, she was Chief Executive Officer of The Tapestry Group, a faith-based non-profit organization, since September 2004, and Chief Executive Officer of North Washington Street Properties, a community redevelopment company, since October 2004. Ms. Decker served as President of The Tanner Companies, a direct seller of women’s apparel, from August 2002 to September 2004. From August 1999 to July 2002, she was President of Doncaster, a division of The Tanner Companies. Ms. Decker was President and Chief Executive Officer of the Lynnwood Foundation, which created and managed a conference facility and leadership institute, from 1997 until 1999. From 1980 until 1997, she served Duke Energy Corporation, an electric power holding company, in a number of capacities, including Corporate Vice President and Executive Director of the Duke Energy Foundation, a non-profit philanthropic organization. Ms. Decker is a director of Culp, Inc., a manufacturer of mattress and

10

upholstery fabrics, and serves on the Board of Trustees of the University of North Carolina at Charlotte. She previously served as a director of SCANA Corporation, a diversified utility company, from 2006 to 2013 and from 2015 to 2018 and as a director of Family Dollar Stores, Inc., an operator of general merchandise retail discount stores, from 1999 to 2015.

Ms. Decker brings to the Board a unique and valuable perspective from the numerous executive and leadership positions she has held across a broad range of fields, including non-profit organizations and large public companies. Ms. Decker’s diverse executive experience and extensive experience serving on multiple boards qualify her to serve as a member of the Board.

Morgan H. Everett

Ms. Everett is Vice Chair of the Board of Coca-Cola Consolidated, a position she has held since May 2020. Prior to that, she was Senior Vice President of Coca-Cola Consolidated from April 2019 to May 2020, Vice President of Coca-Cola Consolidated from January 2016 to March 2019, and Community Relations Director of Coca-Cola Consolidated from January 2009 to December 2015. Since December 2018, Ms. Everett has served as Chairman of Red Classic Services, LLC and Data Ventures, Inc., two of Coca-Cola Consolidated’s operating subsidiaries. She has been an employee of Coca-Cola Consolidated since October 2004. Ms. Everett graduated from Southern Methodist University with a B.A. in Communications in 2003, and she is a member of the founding family of Coca-Cola Consolidated.

Ms. Everett’s past service to Coca-Cola Consolidated, including experience in the operations of the Company, and her education qualify her to serve as a member of the Board. Ms. Everett’s service on the Board also adds to the diversity of the Board in both demographics and perspective.

James R. Helvey, III

Mr. Helvey co-founded Cassia Capital Partners, LLC, a registered investment advisor, in 2011 and has served as a managing partner since its formation. From 2005 to 2011, Mr. Helvey was a partner and the Risk Management Officer for CMT Asset Management Limited, a private investment firm. From 2003 to 2004, Mr. Helvey was a candidate for the United States Congress in the 5th District of North Carolina. Mr. Helvey served as Chairman and Chief Executive Officer of Cygnifi Derivatives Services, LLC, an online derivatives services provider, from 2000 to 2002. From 1985 to 2000, Mr. Helvey was employed by J.P. Morgan & Co., a financial services company, serving in a variety of capacities, including Chair of J.P. Morgan’s Liquidity Committee, Vice Chairman of J.P. Morgan’s Risk Management Committee, Global Head of Derivative Counterparty Risk Management, head of the swap derivative trading business in Asia and head of short-term interest rate derivatives and foreign exchange forward trading in Europe. Mr. Helvey graduated magna cum laude with honors from Wake Forest University. Mr. Helvey was also a Fulbright Scholar at the University of Cologne in Germany and received a master’s degree in international finance and banking from Columbia University, School of International and Public Affairs, where he was an International Fellow. Mr. Helvey is a director of Piedmont Federal Savings Bank and serves as an advisory board member of Verger Capital Management, LLC, where he previously served on the board of directors. Mr. Helvey was a director of Computer Task Group, Incorporated, an information technology solutions and services company, from 2015 to 2023, where he served as Chair of the board of directors and Chair of the Audit Committee, and a director of Pike Corporation, an energy solutions provider, from 2005 to 2014, where he served as Lead Independent Director, Chair of the Audit Committee and Chair of the Compensation Committee. Mr. Helvey also previously served on the boards of Wake Forest University and the Wake Forest Baptist Medical Center.

Mr. Helvey’s experience in international business and finance and executive management and as a director of other organizations brings a valuable and necessary perspective to the Board and qualifies him to serve as a member of the Board.

11

Jason D. (J.D.) Hickey, M.D.

Dr. Hickey has served as President and Chief Executive Officer of BlueCross BlueShield of Tennessee, Inc. (“BCBST”), the largest health benefit plan company in Tennessee, since September 2015. Prior to that, he served as Executive Vice President and Chief Operating Officer of BCBST from December 2011 to September 2015 and as President and Chief Executive Officer of BlueCare Tennessee, a Medicaid managed care subsidiary of BCBST, from April 2011 to December 2011. Before joining BCBST, Dr. Hickey was a partner at McKinsey & Company, a global management consulting firm, from July 2007 to April 2011 and from September 2001 to June 2004. From January 2007 to July 2007, he was with HCA Healthcare, Inc., one of the nation’s leading providers of healthcare services, as Vice President of Service Lines in its outpatient services group. From July 2006 to January 2007, Dr. Hickey served as Chief Executive Officer of Qualifacts Systems, Inc., a software developer for the healthcare industry. From July 2004 to July 2006, he served as director of TennCare, Tennessee’s Medicaid program. After graduating magna cum laude with a bachelor’s degree from Colgate University, he earned his medical degree from the Duke University School of Medicine and his juris doctor degree from the Duke University School of Law. Dr. Hickey currently serves as Chair of the board of directors of the National Institute for Health Care Management Foundation and as a director of America’s Health Insurance Plans and the Blue Cross Blue Shield Association.

With both a medical and legal background, Dr. Hickey brings a unique and valuable perspective to the Board. In addition, the strong leadership and strategic management skills that Dr. Hickey has developed while serving in a number of senior executive positions as well as his prior board experience qualify him to serve as a member of the Board.

William H. Jones, D.Min.

Dr. Jones serves as President of Columbia International University, a position he has held since February 2024. Prior to that, Dr. Jones served as Chancellor of Columbia International University from July 2017 until January 2024. Dr. Jones previously served as President of Columbia International University from 2007 to 2017. Prior to accepting the role of President in 2007, Dr. Jones served in senior roles as Provost and Senior Vice President of Columbia International University, where he has also taught since 1990. From 2007 until 2017, Dr. Jones also served as President of the International Leadership Team of Crossover Communications International and as a member of the Board of Trustees and the Finance Committee of the South Carolina Independent Colleges and Universities.

Dr. Jones’ demonstrated leadership skills, board experience, academic credentials and success in managing an academic institution qualify him for service on the Board. Dr. Jones’ strong character and experience in matters of ethics also qualify him for service on the Board.

Umesh M. Kasbekar

Mr. Kasbekar is Non-Executive Vice Chairman of the Board of Coca-Cola Consolidated. Mr. Kasbekar served as Executive Vice Chairman of the Board of Coca-Cola Consolidated from January 2016 until his retirement in July 2020. Mr. Kasbekar has served as a consultant to Coca-Cola Consolidated since his retirement. He previously served as Secretary of Coca-Cola Consolidated from August 2012 to May 2017 and as Senior Vice President, Planning and Administration of Coca-Cola Consolidated from June 2005 to December 2015. Prior to that, he was Coca-Cola Consolidated’s Vice President, Planning, a position he was elected to in December 1988.

Mr. Kasbekar has served Coca-Cola Consolidated for over 35 years in various positions in the Company’s accounting, finance, distribution, manufacturing, corporate planning and administrative functions, providing him with an essential understanding of the Company’s business and history as well as significant knowledge of the nonalcoholic beverage industry. Mr. Kasbekar’s years of experience with Coca-Cola Consolidated and his industry expertise make him a valuable member of the Board.

12

David M. Katz

Mr. Katz is President and Chief Operating Officer of Coca-Cola Consolidated, a position he has held since December 2018. Prior to that, Mr. Katz served in various positions within Coca-Cola Consolidated, including Executive Vice President and Chief Financial Officer from January 2018 to December 2018, Executive Vice President, Product Supply and Culture & Stewardship from April 2017 to January 2018, Executive Vice President, Human Resources from April 2016 to April 2017 and Senior Vice President from January 2013 to March 2016. He held the position of Senior Vice President, Midwest Region for Coca-Cola Refreshments USA, Inc. (“CCR”), a wholly owned subsidiary of The Coca-Cola Company, from November 2010 to December 2012. Previously, Mr. Katz was Vice President, Sales Operations for the East Business Unit of Coca-Cola Enterprises Inc. (“CCE”), a distributor, marketer and manufacturer of nonalcoholic beverages primarily for The Coca-Cola Company, from January 2010 to November 2010. From 2008 to 2010, he served as Chief Procurement Officer and as President and Chief Executive Officer of Coca-Cola Bottlers’ Sales & Services Company LLC, a company formed to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system. He began his Coca-Cola career in 1993 with CCE as a Logistics Consultant.

Mr. Katz’s diverse experience at Coca-Cola Consolidated in the areas of executive leadership, finance, product supply, culture and stewardship and human resources, as well as his long-standing service in the Coca-Cola system and his extensive knowledge of the nonalcoholic beverage industry, qualify him to serve as a member of the Board.

James H. Morgan

Mr. Morgan has served as Chairman of Covenant Capital LLC, an investment management firm, since February 2015, after previously serving in that capacity from 2001 to 2008. Mr. Morgan also served as Chairman of Krispy Kreme Doughnuts, Inc. (now known as Krispy Kreme, Inc.) (“Krispy Kreme”), one of the most beloved and well-known sweet treat brands in the world, from January 2005 to August 2016, as Chief Executive Officer of Krispy Kreme from January 2008 to June 2014, as President of Krispy Kreme from January 2008 to November 2011 and from April 2012 to June 2014 and as Vice Chairman of Krispy Kreme from March 2004 to January 2005. Previously, Mr. Morgan served as a consultant to Wachovia Securities, Inc., a securities and investment banking firm, from January 2000 to May 2001. From April 1999 to December 1999, Mr. Morgan was Chairman and Chief Executive Officer of Wachovia Securities, Inc. Mr. Morgan was employed by Interstate/Johnson Lane, an investment banking and brokerage firm, from 1990 to 1999 in various capacities, including as Chairman and Chief Executive Officer. Mr. Morgan served as a director of Lowe’s Companies, Inc., a home improvement retailer, from 2015 to 2020 and as a director of Krispy Kreme from 2000 to 2017.

As the current Chairman of Covenant Capital LLC and a former executive at several major public and private companies, Mr. Morgan provides the Board with significant leadership and executive experience. Mr. Morgan’s proven leadership capability and his extensive knowledge of the complex financial and operational issues facing large companies qualify him to serve as a member of the Board.

Dennis A. Wicker

Mr. Wicker was a partner in the law firm of Nelson Mullins Riley & Scarborough LLP in its Raleigh, North Carolina office from November 2009 until his retirement in September 2022. He served as Lt. Governor of the State of North Carolina from 1993 to 2001. Mr. Wicker also previously served as Chairman of the State Board of Community Colleges and as Chairman of North Carolina’s Technology Council. Mr. Wicker currently serves on the board of directors of First Bancorp, a bank holding company, and is a member of the Campbell Law School Board of Visitors. Mr. Wicker was a director of Air T, Inc., an air transportation services company, from 2004 to 2013.

Mr. Wicker’s leadership skills, years of high-quality service on the Board, service on the boards of directors of First Bancorp and Air T, Inc. and experience in public service qualify him for service on the Board.

13

Richard T. Williams

Mr. Williams served as Vice President of Corporate Community Affairs at Duke Energy Corporation, an electric power holding company, and as President of the Duke Energy Foundation, a non-profit philanthropic organization, from March 2012 and March 2007, respectively, until his retirement in December 2015. Mr. Williams served as Vice President, Environmental, Health & Safety at Duke Energy Corporation from May 2008 until March 2012 and as Vice President, Enterprise Field Services at Duke Energy Corporation from January 2006 until May 2008. Mr. Williams currently serves on the boards of HomeTrust Bancshares, Inc., Atrium Health (part of Advocate Health), Read Charlotte, the Billy Graham Evangelistic Association, Hope Haven, Inc. and The Good Fellows Club. Mr. Williams previously served on the Boards of Trustees of the University of North Carolina at Chapel Hill from 1999 until 2007 and Central Piedmont Community College from 2014 until 2022 and on the boards of UNC HealthCare System from 2008 until 2012, Greater Charlotte YMCA from 2004 until 2014, the Mint Museum from 2004 until 2014 and Bank of Commerce, Charlotte from 2008 until 2014.

The executive leadership skills Mr. Williams developed as a long-standing executive with Duke Energy Corporation and his extensive service as a director for a multitude of entities, both non-profit and for-profit, qualify him to serve as a member of the Board.

Coca-Cola Consolidated is party to an amended and restated stock rights and restrictions agreement (the “Amended and Restated Stock Rights and Restrictions Agreement”), dated February 19, 2009, with The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc. and J. Frank Harrison, III, the Company’s Chairman and Chief Executive Officer. Under the Amended and Restated Stock Rights and Restrictions Agreement, as long as The Coca-Cola Company holds the number of shares of Coca-Cola Consolidated Common Stock and Class B Common Stock that it currently owns, it has the right to designate one person for nomination to the Board, and Mr. Harrison and the trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr. have agreed to vote the shares of Coca-Cola Consolidated Common Stock and Class B Common Stock that they control in favor of such designee. Elaine Bowers Coventry has been The Coca-Cola Company’s designee on the Board since May 2023.

J. Frank Harrison, III and Morgan H. Everett are father and daughter. Mr. Harrison intends to vote the shares of Coca-Cola Consolidated stock owned or controlled as of the record date for the Annual Meeting by the JFH III Harrison Family LLC, a trust established for the benefit of certain relatives of the late J. Frank Harrison, Jr. and the JFH3 Holdings LLC for the election of Ms. Everett to the Board.

14

Corporate Governance

The Board of Directors

Coca-Cola Consolidated is governed by the Board of Directors and its various committees. The Board and its committees have general oversight responsibility for the affairs of the Company. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders. The Board has adopted written corporate governance policies, principles and guidelines, known as the Corporate Governance and Nominating Guidelines. The Board also has adopted (i) a Code of Ethics for Senior Financial Officers, which applies to the senior financial officers of the Company, which include the Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Corporate Controller and any other person performing similar functions; and (ii) a Code of Business Conduct, which applies to all directors, officers and employees of the Company and its subsidiaries. The Code of Ethics for Senior Financial Officers and the Code of Business Conduct include guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting and other related topics.

Documents Available

Certain of the Company’s corporate governance materials, including the charters for the Audit Committee, the Compensation Committee and the Executive Committee, as well as the Corporate Governance and Nominating Guidelines, the Code of Ethics for Senior Financial Officers, the Insider Trading Policy and the Code of Business Conduct, are published on the investor relations portion of the Company’s website, www.cokeconsolidated.com. These corporate governance materials are also available in print free of charge to any stockholder upon request by contacting the Company in writing at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211, Attention: Secretary, or by telephone at (980) 392-8298. Any modifications to these corporate governance materials will be reflected, and the Company intends to post any amendments to, or waivers from, the Code of Ethics for Senior Financial Officers (to the extent required to be disclosed pursuant to Form 8-K), on the investor relations portion of the Company’s website, www.cokeconsolidated.com. By referring to the Company’s website, www.cokeconsolidated.com, or any portion thereof, including the investor relations portion of the Company’s website, the Company does not incorporate its website or its contents into this Proxy Statement.

Director Independence

The Board of Directors determines the independence of its members based on the standards specified by The Nasdaq Stock Market LLC (“Nasdaq”). The Board is not required to be comprised of a majority of independent directors because Coca-Cola Consolidated qualifies as a “controlled company” under the Nasdaq listing standards. Coca-Cola Consolidated qualifies as a controlled company because more than 50% of the voting power for the election of directors is controlled by the Company’s Chairman and Chief Executive Officer (the “Controlling Stockholder”). Nasdaq adopted its “controlled company” rule in recognition of the fact that a majority stockholder may control the selection of directors and certain key decisions of a company through the stockholder’s ownership rights.

15

In conducting its review of director independence, the Board, except as noted below, considered all transactions, relationships or arrangements between each director (and his or her immediate family members and affiliates) and each of Coca-Cola Consolidated, its management and its independent registered public accounting firm in each of the most recent three completed fiscal years, including the following transactions, relationships and arrangements all of which are within the Nasdaq independence standards.

Name	Matter(s) Considered
Sharon A. Decker	Ordinary course sponsorship agreements and beverage sales to Tryon International Equestrian Center, an affiliate of Tryon Equestrian Partners. Ms. Decker is President of Tryon Equestrian Partners, Carolina Operations but has no ownership interest therein.
William H. Jones	Ordinary course beverage sales to Columbia International University and affiliates of Columbia International University. Dr. Jones is President of Columbia International University, and, prior to that, was Chancellor of Columbia International University.

The Board did not consider transactions with entities in which a director or an immediate family member served only as a trustee or a director because the Board believes that the nature of the separate relationships the Company and the director or an immediate family member each have with these organizations would not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board also did not consider transactions involving de minimis amounts of ordinary course beverage sales or de minimis amounts of entertainment of directors paid for by employee-directors, executive officers or the Company.

Based on its review, the Board has determined that the following seven director nominees, comprising more than one-half of the nominees for election as directors at the Annual Meeting, are independent: Sharon A. Decker, James R. Helvey, III, Jason D. (J.D.) Hickey, William H. Jones, James H. Morgan, Dennis A. Wicker and Richard T. Williams. The Board also has determined that each member of the Audit Committee and the Compensation Committee (see membership information below under “—Board Committees”) is independent, including that each member of the Audit Committee is “independent” as that term is defined under Rule 10A-3(b)(1)(ii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The independent members of the Board meet at least twice each year in executive session without the other directors.

Board Leadership Structure

The Board does not have a general policy regarding the separation of the roles of Chairman and Chief Executive Officer, or CEO. The Company’s Amended and Restated By-laws (the “By-laws”) permit these positions to be held by the same person, and the Board believes that it is in the best interests of Coca-Cola Consolidated to retain flexibility in determining whether to separate or combine the roles of Chairman and CEO based on the Company’s circumstances at a particular time.

Mr. Harrison currently serves as both the Chairman of the Board and the CEO of Coca-Cola Consolidated. The Board has determined that it is appropriate for Mr. Harrison to serve as both Chairman and CEO (i) in recognition of Mr. Harrison’s ownership of a controlling equity interest in Coca-Cola Consolidated and unique position within the Company and the Coca-Cola system and (ii) because it provides an efficient structure that permits the Company to present a unified vision to its constituencies.

In March 2024, the Board reappointed Mr. Wicker to serve as Lead Independent Director. The Lead Independent Director (i) presides over all meetings of the independent directors in executive session, (ii) serves as a liaison between the Chairman of the Board and the independent directors, (iii) has authority to call meetings of the independent directors and (iv) serves as a contact person to facilitate communications between employees, stockholders and others with the independent directors.

16

Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee and Executive Committee. Committee members and committee chairs are appointed by the Board. The members and chairs of these committees are identified in the following table:

Name	Audit   Committee	Compensation Committee	Executive   Committee
J. Frank Harrison, III			Chairman
Elaine Bowers Coventry
Sharon A. Decker	X	X
Morgan H. Everett			X
James R. Helvey, III	X
William H. Jones	X
Umesh M. Kasbekar
David M. Katz			X
James H. Morgan	Chairman	X	X
Dennis A. Wicker	X	Chairman	X
Richard T. Williams		X

Each committee of the Board of Directors functions pursuant to a written charter adopted by the Board. The following table provides information about the operation and key functions of these committees:

Committee	Key Functions and Additional Information	Number of Meetings in Fiscal 2023
Audit Committee	•   Assists the Board in its oversight of (i) the Company’s accounting and financial reporting processes, (ii) the integrity of the Company’s financial statements, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the qualifications and independence of the Company’s independent registered public accounting firm and (v) the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm. •   Appoints, compensates, retains and oversees the work of the Company’s independent registered public accounting firm. •   Reviews and discusses with management and the Company’s independent registered public accounting firm the annual and quarterly financial statements and earnings releases. •   Considers and pre-approves all audit services, internal control-related services and permissible non-audit services proposed to be performed by the Company’s independent registered public accounting firm. •   Assists the Board in its oversight of risk management by periodically reviewing with management the Company’s enterprise risk management, including data protection, cybersecurity, business continuity and operational risks, and the steps management has taken to monitor and mitigate such risk exposures. Provides adequate cybersecurity oversight to the Company through periodic review of its cybersecurity risks, potential events, and risk mitigation results. •   Reviews and, if appropriate, approves or ratifies related person transactions. •   Monitors the adequacy of the Company’s reporting and internal controls. •   Reports regularly to the Board. •   The Board of Directors has determined that each of Messrs. Helvey and Morgan is an “audit committee financial expert” within the meaning of the SEC rules.	4

17

Committee	Key Functions and Additional Information	Number of Meetings in Fiscal 2023
Compensation   Committee	•   Oversees the administration of the Company’s compensation plans. •   Reviews and approves the compensation of the executive officers. •   Reviews and approves the compensation of the members of the Board. •   Reviews and approves employment offers and arrangements, severance arrangements, retirement arrangements, change in control arrangements and other benefits for each executive officer. •   Oversees regulatory compliance and risk regarding compensation matters. •   Appoints individuals to serve as members of the Corporate Benefits Committee for the broad-based employee health and welfare and retirement benefit plans sponsored by the Company and receives periodic reports from such committee regarding its significant actions. •   Reports regularly to the Board.	2
Executive Committee	•   Assists the Board in handling matters that need to be addressed before the next scheduled Board meeting. •   Identifies, evaluates and recommends director candidates to the Board. •   Reports regularly to the Board.	1

The Board may also establish other committees from time to time as it deems necessary.

Director Meeting Attendance

The Board of Directors held four meetings during fiscal 2023. Each incumbent director attended, or participated by means of remote communication in, 75% or more of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2023. Absent extenuating circumstances, each director is required to attend, or participate by means of remote communication in, the Company’s annual meeting of stockholders. All 11 of the Company’s directors participated in the Company’s 2023 Annual Meeting of Stockholders, which was held virtually via live audio webcast.

Director Nomination Process

The Board does not have a standing Nominating Committee comprised solely of independent directors. The Board is not required to have such a committee because Coca-Cola Consolidated qualifies as a “controlled company” under the Nasdaq listing standards as further described under “—Director Independence” beginning on page 15.

The Board of Directors has delegated to the Executive Committee the responsibility for identifying, evaluating and recommending director candidates to the Board, subject to the final approval of the Controlling Stockholder who is also the Chairman of the Executive Committee. Because Coca-Cola Consolidated is a controlled company and all director candidates must be acceptable to the Controlling Stockholder, the Board of Directors has approved the following nomination and appointment process to provide the Company’s constituencies with a voice in the identification of candidates for nomination and appointment.

In identifying potential director candidates, the Executive Committee may seek input from other directors, executive officers, employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Executive Committee. The Executive Committee will also consider director candidates appropriately recommended by stockholders.

18

In evaluating director candidates, the Executive Committee does not set specific, minimum qualifications that must be met by a director candidate. Rather, the Executive Committee considers the following factors in addition to any other factors deemed appropriate by the Executive Committee:

• whether the candidate is of the highest ethical character and shares the values of the Company;

• whether the candidate’s reputation, both personal and professional, is consistent with the image and reputation of the Company;

• whether the candidate possesses expertise or experience that will benefit the Company and that is desirable given the current makeup of the Board;

• whether the candidate represents a diversity of viewpoints, backgrounds, experiences or other demographics;

• whether the candidate is “independent” as defined by the applicable Nasdaq listing standards and other applicable laws, rules or regulations regarding independence;

• whether the candidate is eligible to serve on the Audit Committee or other Board committees under the applicable Nasdaq listing standards and other applicable laws, rules or regulations;

• whether the candidate is eligible by reason of any legal or contractual requirements affecting the Company or its stockholders;

• whether the candidate is free from conflicts of interest that would interfere with the candidate’s ability to perform the duties of a director or that would violate any applicable listing standard or other applicable law, rule or regulation;

• whether the candidate’s service as an executive officer of another company or on the boards of directors of other companies would interfere with the candidate’s ability to devote sufficient time to discharge his or her duties as a director; and

• if the candidate is an incumbent director, the director’s overall service to the Company during the director’s term, including the number of meetings attended, the level of participation and the overall quality of performance of the director.

Diversity is one of the various factors the Executive Committee may consider in identifying director candidates, but the Executive Committee does not have a formal policy regarding Board diversity. All director candidates, including candidates appropriately recommended by stockholders, are evaluated in accordance with the process described above. The Executive Committee will not recommend any potential director candidate that is not acceptable to the Controlling Stockholder.

19

Board Diversity

The matrix below summarizes the voluntary self-identified gender and demographic background statistics for the Board. Each of the categories listed in the matrix below has the meaning as it is used in Nasdaq Listing Rule 5605(f). For our prior year’s matrix, see the Company’s definitive proxy statement relating to the 2023 Annual Meeting of Stockholders filed with the SEC on March 20, 2023.

Board Diversity Matrix (As of March 25, 2024)

Total Number of Directors		11
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		8		—		—
Part II: Demographic Background
African American or Black		—		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		1		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		6		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—
Did Not Disclose Demographic Background		—

Stockholder Recommendations of Director Candidates

Stockholders may recommend a director candidate to be considered for the Company’s 2025 Annual Meeting of Stockholders by submitting the candidate’s name in accordance with provisions of the By-laws, which require advance notice to the Company and certain other information. Written notice must be received by the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211 not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the Annual Meeting. As a result, notice of director candidates submitted by a stockholder pursuant to the provisions of the By-laws must be received not earlier than the close of business on January 14, 2025 and not later than the close of business on February 13, 2025. However, in the event that the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 14, 2025, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

The notice must contain certain information about the director candidate and the stockholder submitting the nomination, as set forth in the By-laws, including (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, such nominee’s name, age, business address and, if known, residence address, principal occupation or employment, the class and number of shares of any capital stock of the Company which are beneficially owned by such person and all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the SEC rules promulgated under the Exchange Act, and (ii) as to the stockholder giving the notice and any Stockholder Associated Person (as defined in the By-laws), the name and address of such stockholder and any Stockholder Associated Person, as they appear on the Company’s books, the class or series and number of shares of the Company which are directly or indirectly owned beneficially and of record by such stockholder or any Stockholder Associated Person and any option, warrant, convertible security, stock appreciation right or similar

20

right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or any Stockholder Associated Person, and any other direct or indirect opportunity of such stockholder or any Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of the shares of the Company, any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote any shares of any security of the Company, any short interest of such stockholder or any Stockholder Associated Person in any security of the Company (for purposes of the By-laws, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), any rights to dividends on the shares of the Company owned beneficially by such stockholder or any Stockholder Associated Person that are separated or separable from the underlying shares of the Company, any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to receive, either directly or indirectly, based on any increase or decrease in the value of shares of the Company or Derivative Instruments. A stockholder who is interested in recommending a director candidate should request a copy of the By-laws by writing to the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

Universal Proxy Rules for Director Nominations

In addition to satisfying the foregoing requirements under the By-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2025 Annual Meeting of Stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

Prohibitions Against Hedging, Short Selling or Pledging

Coca-Cola Consolidated maintains an Insider Trading Policy that prohibits any hedging or short selling (profiting if the market price decreases) of Coca-Cola Consolidated securities by any director, officer or employee of the Company or any of its subsidiaries. Coca-Cola Consolidated’s Insider Trading Policy also prohibits any director or officer of the Company, any person holding the position of Manager or higher in the Company’s Accounting, Tax or Treasury Departments, or any member of the Company’s Audit & Advisory Services Department from using Coca-Cola Consolidated securities as collateral in a margin account.

Policy for Review of Related Person Transactions

The Company has a written policy and procedures for the review, approval or ratification of any transactions that could potentially be required to be reported under the SEC rules for disclosure of transactions with (i) an executive officer or a director of the Company, or any individual who served as an executive officer or a director of the Company at any time during the current or prior fiscal year, (ii) a nominee for election as a director of the Company, (iii) a beneficial owner of at least 5% of any class of the Company’s voting securities (a “Significant Stockholder”) or (iv) an immediate family member of any of the foregoing. The Company’s General Counsel is responsible for reviewing any proposed transaction that he receives notice of to determine whether such transaction constitutes a related person transaction that is required to be presented to the Audit Committee of the Board of Directors in accordance with the policy. For any such related person transaction, the General Counsel or his designee must present to the Audit Committee information regarding each such transaction, including all material facts and circumstances relating thereto. Prior to the Company entering into any related person transaction involving a Significant Stockholder, a director, a nominee for election as a director, the Chief

21

Executive Officer or the General Counsel and/or their immediate family members, the Audit Committee at its next regularly scheduled meeting must review the material facts of the transaction and determine whether to approve the entry by the Company into the transaction. Prior to the Company entering into any related person transaction involving any executive officer other than the Chief Executive Officer or the General Counsel and/or their immediate family members, the General Counsel must review the material facts of the transaction and determine whether to approve the entry by the Company into the transaction. All determinations by the General Counsel under the policy will be reported to the Audit Committee at its next regularly scheduled meeting.

The policy includes certain categories of pre-approved transactions. For transactions that are not pre-approved, the Audit Committee or the Company’s General Counsel, as applicable, in assessing a transaction with a related person, may consider all relevant facts and circumstances, including, without limitation, (i) the commercial reasonableness of the terms of the transaction and whether the transaction is on terms no more favorable than the terms generally available to an unaffiliated third party under the same or similar circumstances, (ii) the significance of the transaction to investors in light of all circumstances, (iii) the materiality of the related person’s direct or indirect interest in the transaction taking into account factors such as the importance of the interest to the related person and the amount involved in the transaction, (iv) the materiality of the transaction to the Company, (v) if the related person is a director or a nominee for election as a director or a member of their immediate families, the impact of the transaction on the director’s or director nominee’s independence under applicable guidelines and regulations and (vi) the actual or apparent conflict of interest of the related person participating in the transaction.

The Board of Directors also forms special committees, composed of independent and disinterested members of the Board, from time to time for the purpose of approving certain related person transactions.

Related Person Transactions

The Company’s business consists primarily of the distribution, marketing and manufacture of nonalcoholic beverages of The Coca-Cola Company, which is the sole owner of the formulas under which the primary components of the Company’s soft drink products, either concentrate or syrup, are manufactured. Accordingly, the Company routinely engages in various transactions with The Coca-Cola Company and its affiliates. As of the close of business on March 18, 2024, The Coca-Cola Company owned shares of Coca-Cola Consolidated Common Stock representing approximately 30% of the outstanding shares of Coca-Cola Consolidated Common Stock and approximately 9% of the total voting power of Coca-Cola Consolidated Common Stock and Class B Common Stock on a consolidated basis.

Beverage Distribution and Manufacturing Agreements with The Coca-Cola Company and CCR

The Company has (i) rights to distribute, promote, market and sell certain nonalcoholic beverages of The Coca-Cola Company pursuant to comprehensive beverage agreements (collectively, the “CBA”) with The Coca-Cola Company and CCR, a wholly owned subsidiary of The Coca-Cola Company, and (ii) rights to manufacture, produce and package certain beverages bearing trademarks of The Coca-Cola Company at the Company’s manufacturing plants pursuant to a regional manufacturing agreement with The Coca-Cola Company. These agreements, which are the Company’s principal agreements with The Coca-Cola Company and its affiliates following completion of The Coca-Cola Company’s multi-year refranchising of its North American bottling territories (the “System Transformation”), are described below.

Distribution Agreement with The Coca-Cola Company and CCR. The Company has rights to distribute, promote, market and sell certain nonalcoholic beverages of The Coca-Cola Company pursuant to the CBA with The Coca-Cola Company and CCR. The CBA requires the Company to make quarterly sub-bottling payments to CCR on a continuing basis in exchange for the grant of exclusive rights to distribute, promote, market and sell the authorized brands of The Coca-Cola Company and related products in certain of the Company’s distribution territories. The amount of these payments is based on gross profit derived from the Company’s sales of certain beverages and beverage products of The Coca-Cola Company as well as certain cross-licensed beverage brands not owned or licensed by The Coca-Cola Company. These sub-bottling payments to CCR are for the distribution

22

territories the Company acquired in the System Transformation and are not applicable to the territories the Company served prior to the System Transformation or to those territories the Company acquired in an exchange transaction. During fiscal 2023, the Company made sub-bottling payments of $28.2 million to CCR pursuant to the CBA. The Company accounts for the quarterly sub-bottling payments as contingent consideration.

For more information about the accounting treatment of the quarterly sub-bottling payments, see Note 15 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2023.

The CBA contains provisions that apply in the event of a potential sale of the Company or its aggregate businesses related to the distribution, promotion, marketing and sale of beverages and beverage products of The Coca-Cola Company. Pursuant to the CBA, the Company may only sell its distribution business to either The Coca-Cola Company or third-party buyers approved by The Coca-Cola Company. The Company can obtain a list of pre-approved third-party buyers from The Coca-Cola Company on an annual basis or can seek The Coca-Cola Company’s approval of a potential buyer upon receipt of a third-party offer to purchase the distribution business. If the Company wishes to sell its distribution business to The Coca-Cola Company and is unable to agree with The Coca-Cola Company on the terms of a binding purchase and sale agreement, including the purchase price for the distribution business, the CBA provides that the Company may either withdraw from negotiations or initiate a third-party valuation process to determine the purchase price and, upon this determination, opt to continue with the potential sale to The Coca-Cola Company. If the Company elects to continue with the potential sale, The Coca-Cola Company would then have the option to (i) purchase the distribution business at the purchase price determined by the third-party valuation process and pursuant to the sale terms set forth in the CBA (including, to the extent not otherwise agreed to by the Company and The Coca-Cola Company, default non-price terms and conditions of the acquisition agreement) or (ii) elect not to purchase the distribution business, in which case the CBA would be automatically amended to, among other things, permit the Company to sell its distribution business to any third party without obtaining The Coca-Cola Company’s prior approval.

The CBA further provides:

• the right of The Coca-Cola Company to terminate the CBA in the event of an uncured default by the Company, in which case The Coca-Cola Company (or its designee) is required to acquire the Company’s distribution business;

• the requirement that the Company maintain an annual equivalent case volume per capita change rate that is not less than one standard deviation below the median of the rates for all U.S. Coca-Cola bottlers for the same period; and

• the requirement that the Company make minimum, ongoing capital expenditures in its distribution business at a specified level.

The CBA prohibits the Company from producing, manufacturing, preparing, packaging, distributing, selling, dealing in or otherwise using or handling any beverages, beverage components or other beverage products (i) other than the beverages and beverage products of The Coca-Cola Company and certain expressly permitted cross-licensed brands and (ii) unless otherwise consented to by The Coca-Cola Company. The CBA has a term of 10 years and is renewable by the Company indefinitely for successive additional terms of 10 years, unless earlier terminated as provided therein.

For more information about the CBA, see “Item 1. Business” in the Company’s Annual Report on Form 10-K for fiscal 2023.

Manufacturing Agreement with The Coca-Cola Company. The Company has rights to manufacture, produce and package certain beverages bearing trademarks of The Coca-Cola Company at the Company’s manufacturing plants pursuant to a regional manufacturing agreement with The Coca-Cola Company entered into on March 31, 2017 (as amended, the “RMA”). These beverages may be distributed by the Company for its own account in accordance with the CBA or may be sold by the Company to certain other U.S. Coca-Cola bottlers or to The Coca-Cola Company in accordance with the RMA. For prices determined pursuant to the RMA,

23

The Coca-Cola Company unilaterally establishes from time to time the prices, or certain elements of the formulas used to determine the prices, that the Company charges for these sales to certain other U.S. Coca-Cola bottlers or to The Coca-Cola Company.

Under the RMA, the Company’s aggregate business primarily related to the manufacture of certain beverages of The Coca-Cola Company and permitted third-party beverage products are subject to the same agreed upon sale process provisions in the CBA, including the obligation to obtain The Coca-Cola Company’s prior approval of a potential purchaser of the Company’s manufacturing business, and provisions for the sale of such business to The Coca-Cola Company. The RMA requires that the Company make minimum, ongoing capital expenditures in its manufacturing business at a specified level. The Coca-Cola Company has the right to terminate the RMA in the event of an uncured default by the Company under the CBA or in the event of an uncured breach of the Company’s material obligations under the RMA or the Company’s national product supply governance agreement.

The RMA prohibits the Company from manufacturing any beverages, beverage components or other beverage products (i) other than the beverages and beverage products of The Coca-Cola Company and certain expressly permitted cross-licensed brands and (ii) unless otherwise consented to by The Coca-Cola Company. Subject to The Coca-Cola Company’s termination rights, the RMA has a term that continues for the duration of the term of the CBA.

For more information about the RMA, see “Item 1. Business” in the Company’s Annual Report on Form 10-K for fiscal 2023.

Concentrates and Syrups; Marketing Programs

The Company’s agreements with The Coca-Cola Company generally entitle the Company to purchase concentrates and syrups at prices, on terms of payment, and on other terms and conditions of supply as determined from time to time by The Coca-Cola Company in its sole discretion. Coca-Cola Consolidated also has entered into supplemental agreements with The Coca-Cola Company generally providing that The Coca-Cola Company will sell concentrates and syrups to the Company at prices no greater than those charged to other bottlers party to agreements substantially similar to those between the Company and The Coca-Cola Company.

Coca-Cola Consolidated has an incidence-based pricing agreement with The Coca-Cola Company, which establishes the prices charged by The Coca-Cola Company to the Company for (i) concentrates of sparkling and certain still beverages produced by the Company and (ii) certain purchased still beverages. Under the incidence-based pricing agreement, the prices charged by The Coca-Cola Company are subject to quarterly adjustment as described in the agreement based on the determination of The Coca-Cola Company’s incidence revenue and are impacted by a number of factors, including the incidence rate in effect, the Company’s pricing and sales of finished products, the channels in which the finished products are sold, the package mix and, in the case of products sold by The Coca-Cola Company to the Company in finished form, the cost of goods for certain elements used in such products. The Coca-Cola Company has no rights under the incidence-based pricing agreement to establish the prices, or the elements of the formulas used to determine the prices, at which the Company sells products, but does have the right to establish certain pricing under other agreements, including the RMA.

The CBA requires the Company to use all approved means and to spend such funds on advertising and other forms of marketing as reasonably required to create, stimulate and satisfy demand for The Coca-Cola Company’s beverages and beverage products in the Company’s territories. Coca-Cola Consolidated is required to meet with The Coca-Cola Company each year to present its annual and long-range operating, marketing, management and advertising plans, including financial plans showing that Coca-Cola Consolidated has the financial capacity to perform its duties and obligations to The Coca-Cola Company.

Although The Coca-Cola Company has provided Coca-Cola Consolidated with marketing funding support in the past, the Company’s bottling agreements generally do not obligate The Coca-Cola Company to do so.

24

The following table summarizes the significant cash transactions between Coca-Cola Consolidated and The Coca-Cola Company during fiscal 2023:

	$ Amount (in thousands)
Payments made by Coca-Cola Consolidated to The Coca-Cola Company(1)		2,019,409
Payments made by The Coca-Cola Company to Coca-Cola Consolidated		253,972

⁽¹⁾  This excludes acquisition related sub-bottling payments made by Coca-Cola Consolidated to CCR, a wholly owned subsidiary of The Coca-Cola Company, as discussed above.

Amended and Restated Stock Rights and Restrictions Agreement

On February 19, 2009, Coca-Cola Consolidated entered into the Amended and Restated Stock Rights and Restrictions Agreement with The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc. and J. Frank Harrison, III, the Company’s Chairman and CEO. In connection with entering into the Amended and Restated Stock Rights and Restrictions Agreement, The Coca-Cola Company converted all of its 497,670 shares of Coca-Cola Consolidated Class B Common Stock into an equivalent number of shares of Coca-Cola Consolidated Common Stock. The material terms of the Amended and Restated Stock Rights and Restrictions Agreement include the following:

• so long as no person or group controls more of the voting power of Coca-Cola Consolidated than is collectively controlled by J. Frank Harrison, III, the trustees under the will of the late J. Frank Harrison, Jr. and any trust that holds shares of Coca-Cola Consolidated stock for the benefit of the descendants of the late J. Frank Harrison, Jr. (collectively, the “Harrison Family”), The Coca-Cola Company may not purchase or acquire additional shares of Coca-Cola Consolidated stock without Coca-Cola Consolidated’s consent;

• so long as no person or group controls more of the voting power of Coca-Cola Consolidated than is controlled by the Harrison Family, the Company has a right of first refusal with respect to any proposed disposition by The Coca-Cola Company of shares of Coca-Cola Consolidated stock other than transfers to a wholly owned subsidiary of The Coca-Cola Company (i.e., any corporation 100% of the voting capital stock of which is owned by The Coca-Cola Company);

• The Coca-Cola Company has certain registration rights with respect to shares of Coca-Cola Consolidated stock owned by it; and

• as long as The Coca-Cola Company holds the number of shares of Coca-Cola Consolidated stock that it currently owns, it has the right to have its designee proposed by the Company for nomination to the Board, and J. Frank Harrison, III and the trustees of certain trusts established for the benefit of members of the Harrison Family have agreed to vote the shares of Coca-Cola Consolidated stock that they control in favor of such designee. Elaine Bowers Coventry has been The Coca-Cola Company’s designee on the Board since May 2023.

The Amended and Restated Stock Rights and Restrictions Agreement also provides The Coca-Cola Company the option to exchange its 497,670 shares of Coca-Cola Consolidated Common Stock for an equivalent number of shares of Coca-Cola Consolidated Class B Common Stock in the event any person or group acquires control of more of the voting power of Coca-Cola Consolidated than is controlled by the Harrison Family.

Other Related Person Transactions

Coca-Cola Consolidated leases its headquarters office facility and an adjacent office facility in Charlotte, North Carolina from Beacon Investment Corporation (“Beacon”), of which J. Frank Harrison, III, the Company’s Chairman and CEO, is the majority stockholder and Morgan H. Everett, Vice Chair of the Board of Coca-Cola Consolidated, is a minority stockholder. On December 30, 2019, Coca-Cola Consolidated entered into a new lease agreement with Beacon for a 10-year term from January 1, 2020 through December 31, 2029, with an

25

option for the Company to renew the lease agreement for two successive terms of five years each. Total payments under the new lease agreement with Beacon were $3.9 million in fiscal 2023. The principal balance outstanding under the new operating lease as of December 31, 2023 was $22.5 million. The new lease agreement with Beacon was approved by the Audit Committee and a special committee of the Board of Directors formed at the time to consider purchase, lease and other alternatives available to the Company in connection with the scheduled expiration of the prior lease agreement with Beacon.

Morgan H. Everett, Vice Chair of the Board of Coca-Cola Consolidated, is the daughter of J. Frank Harrison, III, the Company’s Chairman and CEO. During fiscal 2023, Ms. Everett received total compensation of $1,758,375. Ellison C. Glenn, Senior Vice President, Product Supply Strategy & Operations at Coca-Cola Consolidated, is the son-in-law of Mr. Harrison. During fiscal 2023, Mr. Glenn received total compensation of $471,260. The compensation for Ms. Everett and Mr. Glenn was established by the Company in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. The Compensation Committee, which is comprised entirely of independent directors, reviewed and approved the compensation paid to Ms. Everett and Mr. Glenn during fiscal 2023. Mr. Harrison does not have a financial interest in the Company’s employment relationship with Ms. Everett or Mr. Glenn, nor does he share a home with either of them.

A trust of which J. Frank Harrison, III is a co-trustee and the primary income beneficiary and Morgan H. Everett is a permissible, discretionary beneficiary has the right to acquire 292,386 shares of Class B Common Stock from Coca-Cola Consolidated in exchange for an equivalent number of shares of Common Stock. In the event of such an exchange, Mr. Harrison would have sole voting and investment power over the shares of Class B Common Stock acquired. The trust does not own any shares of Common Stock with which to make the exchange, and any purchase of Common Stock would require approval by the trustees of the trust.

The Board’s Role in Risk Oversight

Management is responsible for managing the risks that Coca-Cola Consolidated faces. The Board of Directors is responsible for overseeing management’s approach to risk management. The involvement of the full Board in reviewing the Company’s strategic objectives and plans is a key part of the Board’s assessment of management’s approach and tolerance to risk. While the Board of Directors has ultimate oversight responsibility for overseeing management’s risk management process, various committees of the Board assist it in fulfilling that responsibility.

The Audit Committee assists the Board in its oversight of risk management in the areas of financial reporting, internal controls, cybersecurity and compliance with legal and regulatory requirements. With respect to the Audit Committee’s oversight of cybersecurity risks, information technology leadership annually provides a detailed cybersecurity update to the Audit Committee. Additionally, on a quarterly basis, the Audit Committee receives a summarized cybersecurity update, including the results of employee phishing testing programs and the results of quarterly cybersecurity disclosure questionnaires. In the event of a material cybersecurity incident, the Audit Committee will report such incident to the full Board.

The Compensation Committee assists the Board in its oversight of the evaluation and management of risks related to Coca-Cola Consolidated’s compensation policies and practices.

The Board believes that this division of responsibilities is the most effective risk management approach and that the Board leadership structure supports this approach. With his in-depth knowledge and understanding of Coca-Cola Consolidated’s business gained from his more than 45 years of employment with the Company and his position as the Controlling Stockholder and a member of the founding family of Coca-Cola Consolidated, Mr. Harrison is uniquely positioned to lead the Board, particularly as it focuses on identifying and managing the key strategic risks facing the Company. In addition, the Board believes that Mr. Wicker provides leadership and helps guide the Board’s independent oversight of the Company’s risk exposures through his role as Lead Independent Director. See “—Board Leadership Structure” for a description of the responsibilities of the Lead Independent Director.

26

Communications with the Board of Directors

Stockholders and other interested parties can communicate directly with any of the Company’s directors by sending a written communication to a director at Coca-Cola Consolidated, Inc. c/o Secretary, 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. Stockholders and other interested parties wishing to communicate with Dennis A. Wicker, as Lead Independent Director, or with the non-employee directors as a group may do so by sending a written communication to Mr. Wicker at the above address. All communications received in accordance with these procedures will be promptly reviewed by the Company’s Secretary before being forwarded to the appropriate director or directors. The Company generally will not forward to directors a communication that the Secretary determines to be primarily commercial in nature, relates to an improper or irrelevant topic or requests general information about the Company.

27

Director Compensation

The table below sets forth the compensation paid to each non-employee director who served on the Board of Directors in fiscal 2023. Directors who are also employees of Coca-Cola Consolidated (in fiscal 2023, Messrs. J. Frank Harrison, III and David M. Katz and Ms. Morgan H. Everett) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board.

2023 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)(1)		All Other Compensation ($)		Total   ($)
Elaine Bowers Coventry(2)		122,665		—		122,665
Sharon A. Decker		199,600		—		199,600
James R. Helvey, III		194,800		—		194,800
William H. Jones		196,400		—		196,400
Umesh M. Kasbekar(3)		190,000		310,000		500,000
Jennifer K. Mann(4)		67,857		—		67,857
James H. Morgan		221,200		—		221,200
Dennis A. Wicker		236,506		—		236,506
Richard T. Williams		193,200		—		193,200

⁽¹⁾  The amounts shown in this column represent the aggregate amounts of all fees earned or paid in cash for services as a director in fiscal 2023.

⁽²⁾  Ms. Coventry was elected to the Board of Directors on May 9, 2023.

⁽³⁾ Mr. Kasbekar also serves as a consultant to the Company. The amount shown in the “All Other Compensation” column represents the fees Mr. Kasbekar earned for the advisory and consulting services he provided to the Company in fiscal 2023.

⁽⁴⁾  Ms. Mann was not nominated for reelection at the 2023 Annual Meeting of Stockholders; therefore, her term as a director of the Company expired on May 9, 2023.

The elements of compensation for the Company’s non-employee directors are as follows:

Basic Annual Retainer for All Non-Employee Directors	$	190,000
Supplemental Annual Retainer for Chairman of the Audit Committee		20,000
Supplemental Annual Retainer for Chairman of the Compensation Committee		15,000
Supplemental Annual Retainer for Lead Independent Director		20,000
Fee for Each Audit, Compensation and Executive Committee Meeting Attended		1,600

The Compensation Committee reviews and approves the compensation of the members of the Board. In approving annual director compensation, the Compensation Committee considers recommendations of management and approves the recommendations with such modifications as the committee deems appropriate.

Under the Company’s Director Deferral Plan, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. Deferred fees are deemed to be invested in mutual funds selected by the directors from a predetermined list of funds. For fees deferred after 2013, a director may elect to receive a lump sum payment or installment payments as of a designated date or after the director retires or resigns, provided that if the director attains age 79, the lump sum payment or installment payments will be paid when the director attains age 79. The amount of each installment payment is based on the return on the selected investment fund(s) during the installment payment period. Fees deferred prior to 2014 are paid in a lump sum payment if the director’s service on the Board terminates prior to age 65. If the director retires at or after age 65, the director may elect to receive a lump sum payment or installment payments of fees deferred prior to 2014, with the amount of each installment payment based on an assumed return of 8% during the installment payment period.

28

Compensation Discussion and Analysis

This section explains Coca-Cola Consolidated’s executive compensation program as it relates to the following executive officers (the “named executive officers”) of the Company:

J. Frank Harrison, III	Chairman of the Board and Chief Executive Officer
F. Scott Anthony	Executive Vice President and Chief Financial Officer
David M. Katz	President and Chief Operating Officer
Robert G. Chambless	Executive Vice President, Franchise Beverage Operations
E. Beauregarde Fisher III	Executive Vice President, General Counsel and Secretary

This discussion includes statements regarding financial and operating performance targets in the limited context of the Company’s executive compensation program. Investors should not evaluate these statements in any other context. These statements are not statements of management’s expectations of future results or guidance.

Executive Summary

The goals for the Company’s executive compensation program are to provide compensation that is:

• competitive to attract and retain appropriate executive talent;

• affordable and appropriately aligned with stockholder interests;

• fair, equitable and consistent as to each component of compensation;

• designed to motivate the executive officers to achieve the Company’s annual and long-term strategic and financial goals and to reward performance based on the attainment of those goals;

• designed to appropriately balance risk and reward in the context of the Company’s business environment and long-range business plans;

• designed to consider individual value and contribution to the Company’s success;

• reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives;

• sensitive to, but not exclusively reliant upon, market benchmarks; and

• responsive to the Company’s succession planning objectives.

The Compensation Committee of the Board (referred to as the “Committee” in this section and the “Executive Compensation Tables” section) seeks to accomplish these goals in a way that is consistent with the purpose and core values of the Company and the long-term interests of the Company and its stockholders and employees.

In making decisions about executive compensation, the Committee relies primarily on its general experience and subjective considerations of various factors, including the Company’s strategic business goals, compensation survey data and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to the Company’s corporate performance, job tenure and future potential. The Committee does not set specific targets or benchmarks for overall compensation or for allocations between different elements and types of compensation. However, the Committee does assess whether the compensation for each of the executive officers is within a reasonably competitive range between the 50th and 75th percentiles of companies of similar size and whether any variation above or below the range is appropriate.

The Committee oversees the compensation program for the Company’s executive officers with the assistance of senior management. The Committee reviews, approves and determines all elements of compensation for each executive officer.

29

The following table lists the key elements of the Company’s 2023 executive compensation program:

Key Elements of the Company’s 2023 Executive Compensation Program

Element	Description	Purpose
Base Salaries	Fixed cash compensation based on position, experience, level of responsibility, individual job performance, contributions to the Company’s corporate performance, job tenure and future potential.	Provide a fixed, baseline level of cash compensation.
Annual Bonus Plan	Cash payment tied to performance during the fiscal year.	Motivate executive officers to achieve the Company’s annual strategic and financial goals.
Long-Term Performance Plan	Cash payment tied to performance over a three-year performance period. The CEO does not participate in this plan.	Promote retention and motivate executive officers and other key employees to achieve the Company’s long-term strategic and financial goals.
Long-Term Performance Equity Plan	Incentive awards granted to the CEO with payouts based on the Company’s achievement of specified performance goals during the applicable performance period. Awards settled in cash, shares of Coca-Cola Consolidated Class B Common Stock or a combination of cash and shares of Coca-Cola Consolidated Class B Common Stock.	Promote the best interests of the Company and its stockholders by providing the CEO with incentive compensation linked to the Company’s achievement of its long-term strategic and financial goals.
Officer Retention Plan	Supplemental nonqualified defined benefit plan providing retirement and severance benefits.	Promote retention of executive officers hired prior to March 2014 with a long-term perspective.
Long-Term Retention Plan	Supplemental nonqualified defined contribution plan providing retirement and severance benefits.	Attract executive talent and promote retention with a long-term perspective.
Achievement Recognition Award	One-time cash payment.	Recognize and reward executive officers for sustained excellence in achieving outstanding performance results, generating stockholder returns and executing the Company’s long-term strategy.
Supplemental Savings Incentive Plan	Supplemental nonqualified deferred compensation plan enabling executive officers to defer a portion of their annual salary and awards under the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan.	Promote retention, encourage executive officers to save for retirement and provide retirement savings in a tax-efficient manner.
Other Benefits and Executive Compensation Policies	Premiums paid for long-term disability and life insurance, annual executive allowance, personal use of corporate aircraft, and income and employment tax gross-ups.	Attract and retain executive talent and enhance efficiency.

Determining Executive Compensation

Discretion and Subjective Judgment of Committee

The Committee reviews, approves and determines all elements of compensation for the executive officers.

In determining base salaries, annual and long-term incentive targets and all other matters related to executive compensation, the Committee relies primarily on its general experience and subjective considerations of various

30

factors, including the Company’s strategic business goals, compensation survey data and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to the Company’s corporate performance, job tenure and future potential.

Annual Compensation Reviews

The Committee conducts an annual review of executive officer compensation to determine if changes are appropriate. As part of this review, management submits recommendations to the Committee for review and approval.

Management’s recommendations are determined based on an annual compensation review process conducted by senior management, including the named executive officers. This process includes the President and Chief Operating Officer and the Executive Vice President, General Counsel and Secretary meeting with each executive officer’s supervising manager to discuss self-assessments completed by each executive officer, job performance reviews completed by each executive officer’s supervising manager, comparative compensation data provided by management’s compensation consultant and other information relevant to determine whether to recommend any adjustments to such executive officer’s compensation. Based on this process, the President and Chief Operating Officer and the Executive Vice President, General Counsel and Secretary make specific compensation recommendations to the CEO and the Vice Chair. The CEO and the Vice Chair review and approve the compensation recommendations for all executive officers, including the named executive officers, before they are reviewed by the Committee.

Following a review of management’s recommendations, the Committee approves the compensation recommendations for the executive officers with any modifications the Committee deems appropriate. The Committee may also adjust compensation for specific individuals at other times during the fiscal year.

Role of Compensation Consultants and Market Analysis

Management retained Korn Ferry to assist with an overall review of the executive compensation program and to provide general advice and counsel regarding various executive and director compensation matters. During the first quarter of fiscal 2023, Korn Ferry completed a comparative study of the Company’s executive compensation program relative to peer companies and survey data, which was considered by the Committee in connection with its decisions regarding compensation for fiscal 2023 (the “2023 Executive Compensation Review”). In fiscal 2023, a Korn Ferry representative attended the Committee’s meetings and also met in executive session with the Committee.

31

The 13 peer group companies used for the 2023 Executive Compensation Review were all publicly traded companies similar in size to the Company and in the food and beverage industry. The peer group consisted of the following companies:

Company Name	2022 Net Reported Revenues ($ in billions)
Brown-Forman Corporation	$ 4.228
Campbell Soup Company	9.357
Constellation Brands, Inc.	9.453
Flowers Foods, Inc.	4.806
Keurig Dr Pepper Inc.	14.057
Lancaster Colony Corporation	1.823
McCormick & Company, Incorporated	6.351
Molson Coors Beverage Company	10.701
Monster Beverage Corporation	6.311
Post Holdings, Inc.	6.991
Primo Water Corporation	2.215
The Hain Celestial Group, Inc.	1.797
TreeHouse Foods, Inc.	3.454
Coca-Cola Consolidated, Inc.	6.201
Median	6.311
Average	6.273

Management and the Committee used the Korn Ferry study and other publicly available compensation surveys and data as a point of reference to assess whether the compensation for each of the executive officers was within a reasonably competitive range between the 50th and 75th percentiles of companies of similar size and whether any variation above or below the range was appropriate.

Base Salaries

Base salaries are the foundation of the Company’s executive compensation program. They provide a fixed, baseline level of cash compensation based on each executive officer’s position, experience, level of responsibility, individual job performance, contributions to the Company’s corporate performance, job tenure and future potential. Base salary levels also impact amounts paid under other elements of the Company’s executive compensation program, including annual bonuses and long-term performance awards and certain retirement benefits.

The Committee approved the following adjustments to the named executive officers’ base salaries effective March 20, 2023:

Name	2022  Base Salary		2023  Base Salary		% Increase
Mr. Harrison	$	1,271,054	$	1,334,607	5.0%
Mr. Anthony	$	568,125	$	602,213	6.0%
Mr. Katz	$	890,950	$	980,045	10.0%
Mr. Chambless	$	693,248	$	720,978	4.0%
Mr. Fisher	$	621,151	$	652,208	5.0%

The Committee awarded above target merit increases to each of the named executive officers (other than Mr. Chambless, who received a target merit increase) to recognize their increased level of experience in their role and to improve market competitiveness to help with retention.

32

Annual Bonus Plan

All of the named executive officers participate in the Company’s Annual Bonus Plan. The Company’s Annual Bonus Plan provides each executive officer the opportunity to receive an annual cash award based on the achievement of corporate performance goals and individual performance.

The formula for computing annual bonus payouts is as follows:

  Base Salary     x   Target Bonus Percentage
(% of Base Salary)     x   Overall Goal Achievement Factor (%)     x     Individual Performance Factor     =     Bonus Award Earned  

Target Bonus Percentage

In the first quarter of each fiscal year, the Committee approves a target bonus percentage for each executive officer, expressed as a percentage of base salary. Target bonus percentages are determined based on each executive officer’s position and level of responsibility.

The target bonus percentages for the named executive officers for fiscal 2023 were as follows:

Name	2023 Target Bonus Percentage (% of Base Salary)
Mr. Harrison	100%
Mr. Anthony	75%
Mr. Katz	100%
Mr. Chambless	75%
Mr. Fisher	75%

The target bonus percentages for the named executive officers remained unchanged from fiscal 2022 as a percentage of base salary.

Overall Goal Achievement Factor

The overall goal achievement factor is calculated based on the Company’s achievement of annual corporate performance goals determined for each performance measure under the Annual Bonus Plan. The target performance goal for each performance measure was in each case greater than the target performance in the Company’s fiscal 2023 operating plan. The following table summarizes the performance measures and related corporate performance goals approved by the Committee for fiscal 2023:

		Performance Goals
Performance Measure	Weight	Threshold		Target		Maximum
EBIT	40%		$597.0 million		$677.0 million		$717.0 million
Free Cash Flow	40%		$200.0 million		$240.0 million		$280.0 million
Revenue	20%		$ 6.164 billion		$ 6.344 billion		$ 6.404 billion

The Committee selected EBIT, Free Cash Flow and Revenue (each, as defined below) as the performance measures for fiscal 2023 because the Committee believes the Revenue performance measure, together with the profitability performance measures, encourage senior management to grow top-line revenue with a strong emphasis on profitability and generation of free cash flow. While both EBIT and Free Cash Flow measure profitability, EBIT measures the current year’s operating profitability, taking into account all cash and non-cash expenses other than interest and taxes. Free Cash Flow, on the other hand, measures the Company’s ability to generate sufficient profit to fund spending on equipment and assets as well as changes in working capital, which

33

will support the generation of profit in future years. The Committee chose to use both profitability measures to provide a balanced assessment of the Company’s current profitability and its ability to sustain profitability over the longer term. There were no changes from fiscal 2022 to fiscal 2023 in the relative weights assigned to the performance measures.

The performance measures are defined as follows:

• “EBIT”⁽¹⁾ is the acronym for Earnings Before Interest and Taxes and means income from operations determined on a consolidated basis in accordance with U.S. generally accepted accounting principles (“GAAP”), as adjusted;

• “Free Cash Flow”⁽¹⁾ means the change in long-term debt and obligations under financing leases (both current and noncurrent), net of cash and cash equivalents; and

• “Revenue”⁽¹⁾ means net sales revenue determined on a consolidated basis in accordance with GAAP, as adjusted.

⁽¹⁾  “EBIT,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the Annual Bonus Plan for fiscal 2023 (the “2023 Annual Bonus Plan”). Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures.

The Committee also approved the threshold, target and maximum performance goals for each performance measure under the 2023 Annual Bonus Plan. If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals.

The following table summarizes the payout range for each performance goal:

Performance Goal Achievement	Payout Percentage
Less than threshold	0%
Threshold to target	50% - 99%
Target to maximum	100% - 149%
Maximum and greater	150%

In accordance with the terms of the Annual Bonus Plan, in determining the overall goal achievement factor, the Committee may make adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure reflects the Company’s normalized operating performance in the ordinary course of business. See Appendix A for detail on any adjustments made.

The following table reflects the calculation of the overall goal achievement factor for fiscal 2023:

Performance Measure	Weight		Target Performance Goal		Adjusted Goal Achievement(1)		Payout Percentage		Weighted Payout Percentage
EBIT		40%	$	677.0 million	$	836.8 million		150.0%	60.0%
Free Cash Flow		40%	$	240.0 million	$	437.3 million		150.0%	60.0%
Revenue		20%	$	6.344 billion	$	6.300 billion		87.7%	17.5%
Overall Goal Achievement Factor									137.5%

⁽¹⁾ “EBIT,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures. See Appendix A for a reconciliation to GAAP financial measures.

34

Individual Performance Factor

The Committee determines the individual performance factor for each named executive officer during the first quarter of each fiscal year based on its subjective judgment of the named executive officer’s performance for the prior fiscal year, including consideration of the named executive officer’s annual performance evaluation, special projects the executive was assigned during the fiscal year and management’s recommendations. The target individual performance factor is 1.0 and the maximum individual performance factor is 1.5. For fiscal 2023, the Committee assigned an above-target individual performance factor of 1.46 to each of the named executive officers in view of the Committee’s determination that each named executive officer’s outstanding leadership and performance during the fiscal year helped enable the Company to significantly outperform its target levels of EBIT and Free Cash Flow for the fiscal year and resulted in value creation for our stockholders.

Annual Bonus Calculation

Based on the Committee’s determinations as described above, the bonus amounts paid to the named executive officers for fiscal 2023 were calculated as follows:

Name		Base Salary		x	Target Bonus Percentage (% of Base Salary)	x	Overall Goal Achievement Factor	x	Individual Performance Factor	=	Bonus Award Earned
Mr. Harrison		$	1,334,607	x	100%	x	137.5%	x	1.46	=	$	2,679,828
Mr. Anthony		$	602,213	x	75%	x	137.5%	x	1.46	=	$	906,911
Mr. Katz		$	980,045	x	100%	x	137.5%	x	1.46	=	$	1,967,884
Mr. Chambless		$	720,978	x	75%	x	137.5%	x	1.46	=	$	1,085,768
Mr. Fisher		$	652,208	x	75%	x	137.5%	x	1.46	=	$	982,202

Long-Term Performance Plan

The Long-Term Performance Plan delivers a targeted percentage of base salary to each participant based on the achievement of long-term goals of the Company. The Long-Term Performance Plan is offered to the executive officers and other key employees. A three-year performance cycle is generally established each fiscal year for determining compensation under the Long-Term Performance Plan.

The Committee approved the Long-Term Performance Plan to promote retention of executive officers and other key employees, to increase the proportion of their total performance-based compensation and to provide an incentive to achieve the Company’s long-term strategic and financial goals.

The general formula for computing awards under the Long-Term Performance Plan is as follows:

  Target Award    x   Long-Term Performance Factor (%)   =    Award Earned

2023 Long-Term Performance Plan

In the first quarter of fiscal 2023, the Committee established the Long-Term Performance Plan for the fiscal 2023—fiscal 2025 three-year performance period (the “2023 Long-Term Performance Plan”).

The Committee approved target awards under the 2023 Long-Term Performance Plan based on its consideration of each executive officer’s base salary, position and level of responsibility, succession planning considerations, the Company’s historical grant practices and market benchmark data provided by Korn Ferry. Payouts with respect to the target awards will be made in early fiscal 2026 depending on the Company’s achievement of specified corporate performance goals during the three-year performance period.

35

The following table reflects the target awards granted to the named executive officers under the 2023 Long-Term Performance Plan:

	2023 Long-Term Performance Plan Target Awards
Name	% of   Base Salary	$ Amount
Mr. Anthony	75%	$	451,660
Mr. Katz	150%	$	1,470,068
Mr. Chambless	75%	$	540,734
Mr. Fisher	75%	$	489,156

The target award percentages for the named executive officers remained unchanged from fiscal 2022 as a percentage of base salary.

The long-term performance factor is calculated based on the Company’s achievement of corporate performance goals during the three-year performance period. The following table summarizes the corporate performance measures and weights approved by the Committee for the 2023 Long-Term Performance Plan:

Performance Measure	Weight
Free Cash Flow	30%
EBIT	50%
EBIT Margin	20%

The 2023 Long-Term Performance Plan includes three-year aggregate Free Cash Flow, three-year aggregate EBIT and three-year average EBIT Margin (each, as defined below) weighted 30%, 50% and 20%, respectively, as performance measures. The Committee included Free Cash Flow as a performance measure to encourage senior management to focus on the Company’s operating efficiency, cash generation and working capital management. The Committee believes the EBIT and EBIT Margin performance measures focus senior management on enhancing the efficiency and quality of earnings along with the profitability from operations. The Committee believes the achievement of goals with respect to all of these measures is consistent with the long-term interests of the Company’s stockholders.

The three-year performance measures are determined based on the three calendar years in the performance period and are defined as follows:

• “Free Cash Flow”⁽¹⁾ has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 33;

• “EBIT”⁽¹⁾ has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 33; and

• “EBIT Margin”⁽¹⁾ means the percentage determined by dividing EBIT by Revenue (each measure as defined in the above description of the Annual Bonus Plan beginning on page 33).

⁽¹⁾ “Free Cash Flow,” “EBIT” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2023 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures.

The Committee approved the threshold, target and maximum performance goals for each performance measure under the 2023 Long-Term Performance Plan. The target performance goals are set at a level believed by management to be reasonably achievable. The economic and business environment facing the Company remains challenging and therefore the Company’s ability to achieve the target goals under the 2023 Long-Term Performance Plan is uncertain.

36

If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals.

The following table summarizes the payout range for each performance goal:

Performance Goal Achievement	Payout Percentage
Less than threshold	0%
Threshold to target	50% - 99%
Target to maximum	100% - 149%
Maximum and greater	150%

In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee may make adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure reflects the Company’s normalized operating performance in the ordinary course of business. In general, these potential adjustments relate to unplanned or unanticipated events and nonrecurring items. Examples of such adjustments would be mark-to-market adjustments required on the Company’s hedges for certain commodities such as fuel and aluminum, costs related to supply chain optimization efforts and facility purchases.

Awards, if any, under the 2023 Long-Term Performance Plan will be paid in early fiscal 2026 based on the Company’s audited consolidated financial results for fiscal 2023 through fiscal 2025 and any adjustments made by the Committee. Consistent with the Company’s historical practice of compensating executive officers (other than the CEO) in cash, the awards will be paid in cash instead of equity due to the limited number of shares of Coca-Cola Consolidated stock held by stockholders who are not affiliates of the Company and the limited trading volume of Coca-Cola Consolidated Common Stock.

2021 Long-Term Performance Plan

In the first quarter of fiscal 2021, the Committee established the Long-Term Performance Plan for the fiscal 2021—fiscal 2023 three-year performance period (the “2021 Long-Term Performance Plan”). Awards under the 2021 Long-Term Performance Plan were paid in early fiscal 2024 based on the Company’s audited consolidated financial results for fiscal 2021 through fiscal 2023 and the adjustments made by the Committee described below. The awards were calculated as follows:

Name	2021 Long-Term Performance Plan Target Awards		x		Long-Term Performance Factor	=		Award Earned
Mr. Anthony	$	413,684		x	150.0%		=	$	620,526
Mr. Katz	$	1,297,500		x	150.0%		=	$	1,946,250
Mr. Chambless	$	504,792		x	150.0%		=	$	757,188
Mr. Fisher	$	452,294		x	150.0%		=	$	678,441

The following table reflects the calculation of the long-term performance factor under the 2021 Long-Term Performance Plan:

Performance Measure (1)	Weight	Target Performance Goal			Adjusted Goal Achievement(2)			Payout Percentage	Weighted Payout Percentage
EBIT	50%	$	851.0 million		$	1,923.8 million		150.0%	75.0%
Leverage Ratio	30%		1.69			0.38		150.0%	45.0%
EBIT Margin	20%		5.30	%		10.31	%	150.0%	30.0%
Long-Term Performance Factor									150.0%

37

⁽¹⁾  “EBIT,” “Leverage Ratio” and “EBIT Margin” are defined as described in the “2021 Long-Term Performance Plan” section beginning on page 34 of our definitive proxy statement filed with the SEC in connection with our 2022 Annual Meeting of Stockholders. The EBIT performance measure is a cumulative total over the three-year performance period, while the Leverage Ratio and EBIT Margin performance measures are based on three-year averages.

⁽²⁾  “EBIT,” “Leverage Ratio” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2021 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures.

In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee made adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure over the three-year performance period reflected the Company’s normalized operating performance in the ordinary course of business. See Appendix A for detail on the adjustments made.

Long-Term Performance Equity Plan

Mr. Harrison participates in the Long-Term Performance Equity Plan. The Long-Term Performance Equity Plan permits the Committee to design and award incentive compensation to Mr. Harrison based on the Company’s achievement of performance goals that are reflective of the Company’s long-term strategic and financial goals. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment of performance measures specified by the Committee during a performance period. Mr. Harrison may elect to have awards earned under the Long-Term Performance Equity Plan settled in cash, shares of Class B Common Stock or a combination of cash and shares of Class B Common Stock.

In February 2023, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan with a target value of $7,000,000 for the fiscal 2023—fiscal 2025 three-year performance period (the “2023 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2023 Long-Term Performance Equity Plan are identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2023 Long-Term Performance Plan described above. The amount of the incentive award earned will be determined by the Committee and paid to Mr. Harrison in early fiscal 2026 based on the Company’s audited consolidated financial results for fiscal 2023 through fiscal 2025 and any adjustments made by the Committee.

In the first quarter of fiscal 2021, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan for the fiscal 2021—fiscal 2023 three-year performance period (the “2021 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2021 Long-Term Performance Equity Plan were identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2021 Long-Term Performance Plan described above. The amount of the incentive award earned by Mr. Harrison under the 2021 Long-Term Performance Equity Plan was calculated as shown in the table below. Mr. Harrison elected to receive the incentive award in cash.

Name	2021 Long-Term Performance Equity Plan Award		x	Long-Term  Performance  Factor	=	Bonus Award Earned
Mr. Harrison	$	6,700,000	x	150.0%	=	$	10,050,000

Officer Retention and Long-Term Retention Plans

Historically, the Committee has emphasized retention as a key objective of the Company’s executive compensation program. The Company maintains two supplemental retirement plans—the Officer Retention Plan

38

(the “ORP”) and the Long-Term Retention Plan (the “LTRP”)—for the purpose of attracting and retaining executive talent until retirement and promoting a long-term perspective. These plans are also provided in light of the Company’s historical practice of not using equity as a significant component of executive total compensation (except for the CEO). The material terms of the ORP and the LTRP are described beginning on pages 46 and 48, respectively.

Mr. Harrison ceased accruing supplemental retirement benefits under the ORP when he attained age 60. For participants who continue employment past age 60, the ORP does not provide for any interest or actuarial increase of the participant’s fully accrued retirement benefit during the period they continue employment past age 60.

Achievement Recognition Award

In February 2024, the Committee also granted an achievement recognition award to each of the named executive officers and other executives to recognize and reward their contributions to the Company’s outstanding success over the past several years.

During the recent five-fiscal year period ended December 31, 2023, the Company achieved several significant milestones, including: (i) increasing its annual income from operations from $180.8 million in fiscal 2019 to $834.5 million in fiscal 2023, (ii) doubling the Company’s regular dividend as well as paying two special dividends of nearly $180 million in the aggregate and (iii) reducing its total debt net of cash and cash equivalents from over $1 billion as of the end of fiscal 2018 to below $0 at the end of fiscal 2023. During this five-fiscal year period, the Company also invested over $1.05 billion in capital to build new automated distribution centers, improve production facilities and upgrade much of its existing fleet assets. These achievements helped the Company share price increase significantly over the same five-fiscal year period. These milestones were achieved during one of the most challenging times in the history of the business as a result of a global pandemic.

In light of these significant achievements, the Committee approved achievement recognition awards to the named executive officers and other executives in February 2024. These achievement recognition awards for the named executive officers are reflected in the “Bonus” column of the 2023 Summary Compensation Table on page 42. In determining the level of awards, the Committee considered several factors, including the job size of each executive and the level of long-term incentive awards otherwise provided to each executive. The Committee believes these achievement recognition awards are aligned with the Company’s performance over the past five fiscal years, both in terms of the Company’s financial performance and stockholder returns during this period, and also can help the Company retain its senior leaders with the Company in a highly competitive market.

Supplemental Savings Incentive Plan

The Supplemental Savings Incentive Plan (the “SSIP”) allows the executive officers to defer a portion of their annual salary and awards under the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan. The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts.

In connection with his recruitment by the Company and in lieu of any awards under the ORP or the LTRP, the Committee approved annual discretionary contributions to the SSIP account of Mr. Anthony of $100,000 for each of fiscal 2019 through fiscal 2023. In fiscal 2020, the Committee approved additional annual discretionary contributions to the SSIP account of Mr. Anthony of $50,000 for each of fiscal 2020 through fiscal 2023. In fiscal 2023, the Committee approved an annual discretionary contribution to the SSIP account of Mr. Anthony of $250,000 for fiscal 2024. The annual discretionary contributions are subject to his continued employment with the Company.

Prior to 2006, participants could elect to receive a fixed annual return of up to 13% on their account balances. This election provided participants with an above-market rate of return and resulted in a long-term fixed liability for the Company that was not contingent on its corporate performance. For these reasons, the Committee eliminated the option to receive a fixed rate of return for all deferrals and Company contributions made on or

39

after January 1, 2006. The fixed rate of return option was not eliminated for deferrals and Company contributions made before January 1, 2006. The material terms of the SSIP are described beginning on page 47.

Other Benefits and Executive Compensation Policies

Pension Plan

The Company maintained a traditional, tax-qualified defined benefit pension plan (the “Pension Plan”) for certain non-union employees, including certain of the named executive officers. Effective June 30, 2006, no new participants were eligible to participate in the Pension Plan and the benefits under the Pension Plan for existing participants, including the named executive officers, were frozen. Messrs. Anthony, Katz and Fisher did not participate in the Pension Plan because their employment with the Company began after June 30, 2006. The Company terminated the Pension Plan effective May 31, 2022 and distributed the Pension Plan assets in fiscal 2023.

401(k) Savings Plan

The Company maintains a tax-qualified defined contribution plan (the “401(k) Savings Plan”) with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code for substantially all of its employees who are not part of collective bargaining agreements, including the named executive officers. Employee elective deferral contributions to the 401(k) Savings Plan are made, at the election of the employee, on a pre-tax basis or Roth after-tax basis and are subject to contribution limitations in the Internal Revenue Code. The Company currently matches up to 100% of the first 4% of base salary deferred under the 401(k) Savings Plan. The Company may make an additional discretionary contribution equal to 100% of an additional 1% of base salary deferred under the 401(k) Savings Plan. The Company funded all of the discretionary matching contribution for fiscal 2023.

Severance and Change in Control

The Company’s executive officers, including the named executive officers, do not have employment agreements, but they are entitled to certain payments under the various plans described in this section in connection with a termination of employment or a change in control of the Company. With respect to termination of employment, each executive officer is entitled to certain payments upon termination without cause, voluntary resignation or termination due to death or disability. The terms of the severance provisions are described beginning on page 50.

Change in control benefits are provided to ensure that, in the event of a friendly or hostile change in control, the Company’s executive officers will be able to advise the Board about the potential transaction without being unduly influenced by personal considerations, such as fear of losing their jobs as a result of a change in control.

The Committee does not consider the change in control provisions in determining the forms or amounts of other compensation. The terms of the change in control provisions are described beginning on page 50.

Personal Benefits

The Company provides personal benefits to the named executive officers that management and the Committee believe are reasonable, competitive and consistent with the Company’s overall objective of attracting and retaining executive talent. The Committee believes the value of providing these benefits to the named executive officers outweighs the cost of the benefits. The cost of these benefits to Coca-Cola Consolidated is reflected in the “All Other Compensation” column of the 2023 Summary Compensation Table on page 42.

Each of the named executive officers is provided with an annual executive allowance. Each named executive officer has the flexibility to keep or spend the allowance and is not required to report to the Company how the allowance is spent. The Company provides the annual executive allowance to minimize decisions regarding the types of benefits provided, to provide the named executive officers choice and flexibility and to fix the Company’s expenses with respect to these types of benefits.

40

Each of the named executive officers received an annual executive allowance for fiscal 2023. The amount of the allowance was $45,000 for Mr. Harrison, $25,000 for Messrs. Katz and Chambless and $15,000 for Messrs. Anthony and Fisher. These amounts were determined based on the Company’s average annual costs of providing historical personal benefits that were replaced by the annual executive allowance, including the costs of certain income tax reimbursements.

The Company continues to pay long-term disability and life insurance premiums for the named executive officers. In fiscal 2022, the Company adopted an executive health assessment program for its senior management employees, including the executive officers. The program reimburses participants for the cost of an annual comprehensive physical examination. The Company encourages executive officers to participate in the program because it helps participants evaluate their current health and assists them with the prevention, early detection and management of any medical conditions.

The Board requires the CEO to use the Company’s corporate aircraft whenever reasonable for both business and personal travel. This benefit increases the level of safety and security for Mr. Harrison and his family. Making the aircraft available to Mr. Harrison also allows him to efficiently and securely conduct business during both business and personal flights and eliminates the inefficiencies of commercial travel. The Board believes that the value of making the aircraft available to Mr. Harrison and his family, in terms of convenience, security and saving time, results in an efficient form of compensation for Mr. Harrison.

Other executive officers may use the Company’s corporate aircraft for personal purposes with the CEO’s permission and subject to the oversight of the Committee and the Board. Depending on availability, family members of executive officers may travel on the corporate aircraft to accompany executives on business. There is nominal or no incremental cost to the Company for these passengers.

The Company purchases or otherwise receives tickets to cultural, sporting and other entertainment events for business development and network building purposes and to support these activities in the communities in which we operate. Our employees, including the executive officers, may make personal use of any tickets that are not otherwise being used for business purposes. The Company incurs no or de minimis incremental cost in connection with the executive officers’ personal use of the tickets, and the Committee believes attendance at these events by our employees, including the executive officers, enhances the Company’s profile in the communities in which we operate.

For certain elements of compensation, the Company also pays income and employment tax gross-ups to provide the full benefit of the compensation.

Tax and Accounting Considerations

The Committee considers the tax and accounting effects of compensation elements when designing the Company’s incentive and equity compensation plans. In order to maintain flexibility in compensating executive officers, however, the Committee has not adopted a policy that all compensation must be deductible for federal income tax purposes.

Under Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, the Company may not deduct compensation in excess of $1.0 million paid to “covered individuals” (as defined in Section 162(m) which includes all of the named executive officers). Therefore, compensation in excess of $1.0 million paid to the named executive officers is not deductible by the Company for federal income tax purposes.

41

Executive Compensation Tables

The following tables and related narratives present the compensation for the named executive officers in the format specified by the SEC.

I. 2023 Summary Compensation Table

Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)		All Other Compensation ($) (g)		Total ($) (h)
J. Frank Harrison, III Chairman of the Board and Chief Executive Officer		2023 2022 2021		1,319,941 1,263,042 1,223,631		4,250,000 — —		12,729,828 12,814,543 11,706,365		1,089,198 57,692 289,021		392,033 553,849 326,119		19,781,000 14,689,126 13,545,136
F. Scott Anthony Executive Vice President and Chief Financial Officer		2023 2022 2021		594,347 564,544 548,629		350,000 — —		1,527,437 1,532,146 1,279,183		— — —		214,815 209,466 204,903		2,686,599 2,306,156 2,032,715
David M. Katz President and Chief Operating Officer		2023 2022 2021		959,485 885,333 844,178		1,000,000 — —		3,914,134 3,092,816 2,866,500		235,061 — 156,250		639,551 635,330 618,131		6,748,231 4,613,479 4,485,059
Robert G. Chambless Executive Vice President, Franchise Beverage Operations		2023 2022 2021		714,579 688,878 669,459		350,000 — —		1,842,956 1,869,581 1,705,048		512,491 22,013 210,437		218,693 204,985 204,114		3,638,719 2,792,703 2,789,058
E. Beauregarde Fisher III Executive Vice President, General Counsel and Secretary		2023 2022 2021		645,041 617,235 599,835		350,000 — —		1,660,643 1,675,147 1,527,723		— — —		321,438 316,306 314,126		2,977,122 2,608,688 2,441,684

Salary (Column (c))

The amounts shown in the “Salary” column include amounts deferred by the named executive officers under the 401(k) Savings Plan and the SSIP.

Bonus (Column (d))

The amounts shown in the “Bonus” column include the achievement recognition award paid to the named executive officers as a one-time discretionary bonus.

Non-Equity Incentive Plan Compensation (Column (e))

The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent (i) for Mr. Harrison, the performance-based cash awards earned under the 2023 Annual Bonus Plan and the 2021 Long-Term Performance Equity Plan and (ii) for the other named executive officers, the performance-based cash awards earned under the 2023 Annual Bonus Plan and the 2021 Long-Term Performance Plan, as follows:

Name	2023 Annual Bonus Plan ($)		2021 Long-Term Performance Equity Plan ($)		2021 Long-Term Performance Plan ($)		Total ($)
Mr. Harrison		2,679,828		10,050,000		—		12,729,828
Mr. Anthony		906,911		—		620,526		1,527,437
Mr. Katz		1,967,884		—		1,946,250		3,914,134
Mr. Chambless		1,085,768		—		757,188		1,842,956
Mr. Fisher		982,202		—		678,441		1,660,643

42

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))

The following table breaks out the amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for fiscal 2023:

Name	Pension Plan ($)(1)	Officer Retention Plan ($)		Nonqualified Deferred Compensation Earnings ($)(2)		Total ($)
Mr. Harrison	—		1,089,198		—		1,089,198
Mr. Anthony	—		—		—		—
Mr. Katz	—		235,061		—		235,061
Mr. Chambless	—		490,190		22,301		512,491
Mr. Fisher	—		—		—		—

⁽¹⁾  Additional information regarding each named executive officer’s accumulated benefits under the Pension Plan is presented beginning on page 45.

⁽²⁾ The amount shown in this column reflects the portion of annual earnings on Mr. Chambless’ principal balance under the SSIP that is deemed to be “above-market interest” under the SEC rules. Additional information regarding the SSIP is presented beginning on page 47. The SSIP was amended in 2005 to eliminate the payment of above-market interest on salary deferrals and contributions made after 2005.

All Other Compensation (Column (g))

The table below describes each component of the “All Other Compensation” column for fiscal 2023. The amounts shown reflect the incremental cost to Coca-Cola Consolidated for each of the benefits.

Name	Company Contributions to Defined Contribution Plans ($)		Life Insurance ($)		Tax Gross-Ups ($)		Executive Allowance ($)		Personal Use of Corporate Aircraft ($)		Other ($)		Total ($)
Mr. Harrison		56,098		10,668		54,366		45,000		217,561		8,340		392,033
Mr. Anthony		184,330		9,553		4,147		15,000		—		1,785		214,815
Mr. Katz		584,915		8,938		16,113		25,000		—		4,585		639,551
Mr. Chambless		147,921		13,288		21,793		25,000		—		10,691		218,693
Mr. Fisher		294,191		4,585		2,660		15,000		—		5,002		321,438

The following describes each of the benefits reflected in the above table:

Company Contributions to Defined Contribution Plans. The Company makes matching and discretionary contributions to the named executive officers’ accounts under the SSIP and the 401(k) Savings Plan and to the accounts of the named executive officers (other than Messrs. Harrison and Anthony) under the LTRP. The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts. The Company makes matching contributions to the named executive officers’ accounts under the 401(k) Savings Plan of up to 5% of each named executive officer’s eligible compensation based on the Company’s annual performance. The Company’s matching contribution is comprised of a 4% fixed component and a 1% discretionary component. The Company funded all of the discretionary matching contribution for fiscal 2023. The amount of the Company contribution to a named executive officer’s supplemental benefits account under the LTRP is determined based on the named executive officer’s position and level of responsibility, performance, job tenure and future potential, and is specified in an individual participation agreement with the named executive officer at the time the named executive officer commences participation in the LTRP.

43

Life Insurance. The Company pays excess group life insurance and individual life insurance for the named executive officers.

Tax Gross-Ups. The Company pays income and employment tax gross-ups with respect to certain long-term disability and life insurance premiums, personal use of corporate aircraft and Social Security and Medicare tax gross-ups with respect to the increase in vested benefits in the ORP.

Executive Allowance. The annual executive allowance is intended to establish an equitable distribution among the named executive officers of the monies previously spent on executive perquisites. Each named executive officer has the flexibility to keep or spend the allowance and is not required to report to the Company how the allowance is spent.

Personal Use of Corporate Aircraft. The incremental cost of personal use of the Company’s corporate aircraft is calculated based on the average cost of fuel, crew travel, on-board catering, maintenance, landing fees and trip-related hangar and parking costs and other similar variable costs. Fixed costs that do not change based on usage, such as pilot salaries, home hangar expenses and general taxes and insurance are excluded from the incremental cost calculation. If an aircraft flies empty before picking up or after dropping off a passenger flying for personal reasons, this “deadhead” segment is included in the incremental cost of the personal use.

Other. Other is comprised of premiums for supplemental long-term disability insurance and the cost of any annual comprehensive physical examination.

II. 2023 Grants of Plan-Based Awards

The following table shows grants of plan-based awards made to the named executive officers in February 2023:

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
Name	Plan(1)		Threshold ($)(2)			Target ($)(3)		Maximum ($)(4)
Mr. Harrison		ABP LTPEP		133,461    700,000			1,334,607 7,000,000	3,002,866 10,500,00
Mr. Anthony		ABP LTPP		45,166 45,166			451,660    451,660	1,016,234 677,490
Mr. Katz		ABP LTPP		98,005 147,007			980,045  1,470,068	2,205,101 2,205,101
Mr. Chambless		ABP LTPP		54,073 54,073			540,734    540,734	1,216,651 811,101
Mr. Fisher		ABP LTPP		48,916 48,916			489,156    489,156	1,100,601 733,734

⁽¹⁾  Incentive award opportunities were granted under the following plans in fiscal 2023:

ABP 2023 Annual Bonus Plan

LTPEP 2023 Long-Term Performance Equity Plan

LTPP 2023 Long-Term Performance Plan

The material terms of each plan are described in the “Compensation Discussion and Analysis” section beginning on page 29.

⁽²⁾ The threshold award amounts shown for the ABP, the LTPEP and the LTPP are equal to 50% of the lowest weighted performance measure. The lowest weighted performance measure under the ABP, the LTPEP and the LTPP was 20%.

⁽³⁾  The target award amounts shown for the ABP were computed using an individual performance factor of 1.0.

44

⁽⁴⁾  The maximum award amounts shown for the ABP were computed using an individual performance factor of 1.5 and an overall goal achievement factor of 150.0%. The maximum award amounts shown for the LTPP were computed using a long-term performance factor of 150.0%.

III. Defined Benefit Plans

The Company maintained the Pension Plan, a traditional, tax-qualified defined benefit pension plan for certain non-union employees, including certain of the named executive officers. On June 30, 2006, the Pension Plan stopped accepting new participants and the benefits under the Pension Plan for existing participants, including certain of the named executive officers, were frozen. The Company terminated the Pension Plan effective May 31, 2022 and all Pension Plan assets were distributed in fiscal 2023. The Company also maintains the ORP, a supplemental nonqualified defined benefit plan, for some of the Company’s key executives, including certain of the named executive officers. In March 2014, the Company stopped granting new awards of supplemental retirement benefits under the ORP.

Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)(3)
Mr. Harrison	Pension Plan	30		—		1,325,611
	Officer Retention Plan	27		13,369,478		—
Mr. Anthony	Pension Plan	—		—		—
	Officer Retention Plan	—		—		—
Mr. Katz	Pension Plan	—		—		—
	Officer Retention Plan	10		1,073,967		—
Mr. Chambless	Pension Plan	15		—		268,271
	Officer Retention Plan	17		2,544,750		—
Mr. Fisher	Pension Plan	—		—		—
	Officer Retention Plan	—		—		—

⁽¹⁾  The amounts shown in this column are equal to the number of years of benefit service for which the executive has received credit under the plans. None of the named executive officers has received benefit credit service under the plans for years of service in addition to their actual years of service with the Company which are as follows: Mr. Harrison—46 years, Mr. Anthony—5 years, Mr. Katz—11 years, Mr. Chambless—37 years and Mr. Fisher—6 years.

⁽²⁾  The amounts shown in this column are the present values of each named executive officer’s accumulated benefits under the plans as of December 31, 2023. Each named executive officer’s accumulated benefits under the ORP are determined in accordance with the terms of the ORP, as discussed below.

⁽³⁾  The amounts shown in this column are equal to the amounts distributed to Messrs. Harrison and Chambless in connection with the Pension Plan’s termination.

Pension Plan

The Company terminated the Pension Plan effective May 31, 2022 and all Pension Plan assets were distributed in fiscal 2023.

The Pension Plan was a traditional, tax-qualified defined benefit pension plan. The benefits under the Pension Plan were frozen on June 30, 2006, and since that date no additional employees had become participants in the Pension Plan and no additional benefits had accrued. On June 30, 2006, all participants in the Pension Plan became fully vested in their accrued benefits under the Pension Plan.

Each participant’s accrued benefit was determined based on the participant’s “average compensation” (as defined in the Pension Plan) as of December 31, 2005 and “years of service” (as defined in the Pension Plan) as of June 30, 2006. As a tax-qualified pension plan, the maximum amount of compensation taken into account for each year under the terms of the Pension Plan was limited by the Internal Revenue Code. In 2006, this limit was

45

$220,000. Messrs. Anthony, Katz and Fisher were hired after the benefits under the Pension Plan were frozen, so they were not participants in the Pension Plan.

Participants were eligible to retire at or after age 65 and receive their full benefit under the Pension Plan. Participants who had not reached age 65 but who had reached age 55 and had at least 10 years of service were able to retire and receive a reduced retirement benefit. Reductions for early retirement were 7.75% per year for the first five years and 4.00% per year for each additional year retirement was earlier than age 65. At the time of the Pension Plan’s termination, Mr. Harrison was eligible to retire and receive his full benefit under the Pension Plan.

Benefits were payable as a single life annuity for participants who were single when payment of their Pension Plan benefit commenced or as a 50% joint and survivor annuity over the lives of the participant and spouse for participants who were married when payment of their Pension Plan benefit commenced unless an optional form of payment was elected. Available optional forms of payment were an annuity payable in equal monthly payments over a period of 10 years and thereafter for life, or a 75% or 100% joint and survivor annuity over the lives of the participant and spouse or other beneficiary. Benefits of $50,000 or less could be distributed in a lump sum. If a participant died before the participant began to receive retirement benefits, the surviving spouse would receive the value of a 50% joint and survivor benefit.

Officer Retention Plan

The Internal Revenue Code limits the amounts of compensation that may be considered and the annual benefits that may be provided under the Pension Plan. As such, the Company maintains the ORP, which is a supplemental nonqualified defined benefit plan, to provide some of the Company’s key executives, including certain of the named executive officers, with retirement benefits in excess of Internal Revenue Code limitations as well as additional supplemental retirement benefits. In March 2014, the Company stopped granting new awards of supplemental retirement benefits under the ORP.

Under the ORP, the named executive officers are entitled to the full amount of their accrued benefit under the plan upon reaching age 60, the normal retirement age under the plan. The amount of each participant’s normal retirement benefit is determined based on the participant’s position and level of responsibility, performance and job tenure, and is specified in the participant’s individual agreement under the ORP.

Participants who terminate employment prior to normal retirement age are eligible to receive a benefit based on their accrued retirement benefit if their employment is terminated due to death or total disability or their vested accrued retirement benefit if their employment is terminated other than due to death or total disability. Participants are also eligible to receive a benefit based on the benefit they would have accrued through age 60 if they are employed upon a change in control. The benefits payable upon death, total disability, severance or a change in control are described beginning on page 50.

Generally, plan benefits are paid in the form of equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant upon joining the plan. The monthly installment amounts are computed using an 8% discount rate using simple interest compounded monthly. However, in the event of death, the benefits are payable in a lump sum, and, in the event of a change in control, the benefits become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant.

As of December 31, 2023, the estimated annual retirement benefit payable at retirement for each of the named executive officers was as follows:

Name	Estimated Annual Retirement Benefit ($)		Number of Years Payable (#)
Mr. Harrison		1,624,991	15
Mr. Anthony		—	—
Mr. Katz		359,573	10
Mr. Chambless		294,894	20
Mr. Fisher		—	—

46

Each named executive officer (other than Messrs. Anthony and Fisher who are not eligible to participate in the ORP because they commenced employment with the Company after March 2014) will be entitled to continue participating in the ORP and earn supplemental retirement benefits thereunder until he attains age 60 as described above. However, no new awards of supplemental retirement benefits will be made under the ORP. All new supplemental retirement benefit awards, including to Messrs. Anthony and Fisher, will be made under the LTRP or with discretionary SSIP contributions, the material terms of which are described beginning on pages 48 and 47, respectively.

IV. 2023 Nonqualified Deferred Compensation

Supplemental Savings Incentive Plan

The Company maintains the SSIP, a supplemental nonqualified deferred compensation plan, for its key executives, including the named executive officers. The following table provides information regarding the named executive officers’ accounts and benefits under the SSIP for fiscal 2023:

Name	Executive Contributions in Fiscal 2023 ($)(1)		Company Contributions in Fiscal 2023 ($)(2)		Aggregate Earnings in Fiscal 2023 ($)(3)		Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at December 31, 2023 ($)(4)
Mr. Harrison		79,196		39,598		2,136,701		(2,967	)		15,455,741
Mr. Anthony		59,435		167,830		222,104		—			1,200,257
Mr. Katz		57,569		28,785		92,706		—			811,772
Mr. Chambless		85,749		21,437		1,058,069		—			4,158,164
Mr. Fisher		204,176		19,351		167,467		—			1,055,391

⁽¹⁾  All amounts shown in this column are also reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the 2023 Summary Compensation Table.

⁽²⁾  All amounts shown in this column are also reported in the “All Other Compensation” column of the 2023 Summary Compensation Table.

⁽³⁾  Of the amounts shown in this column, the following amounts are reported as above-market earnings on deferred compensation in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2023 Summary Compensation Table: Mr. Harrison—$0, Mr. Anthony—$0, Mr. Katz—$0, Mr. Chambless—$22,301 and Mr. Fisher—$0.

⁽⁴⁾  Of the amounts shown in this column, the following amounts were reported in the Summary Compensation Tables of the Company’s proxy statements for previous years: Mr. Harrison—$10,130,656, Mr. Anthony—$767,676, Mr. Katz—$564,656, Mr. Chambless—$1,605,430 and Mr. Fisher—$599,190.

The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts.

Participants are immediately vested in all amounts of base salary and bonus deferred by them. The Company’s contributions to participants’ accounts, other than transition contributions, vest in 20% annual increments and become fully vested upon the completion of five years of service. The transition contributions vested in 20% annual increments from December 31, 2006 to December 31, 2010. All contributions made by the Company become fully vested upon retirement, death or a change in control.

Amounts deferred by participants and contributions made by the Company before January 1, 2006 are deemed invested in either a “fixed benefit account” or a “pre-2006 supplemental account,” at the election of the participant. Balances in fixed benefit accounts earn interest at an annual rate of up to 13% (depending on the event requiring distribution and the participant’s age, years of service and initial year of participation in the SSIP). Mr. Harrison’s balance has earned interest at an annual rate of 6% since the year in which he attained age 60. For Mr. Chambless (the only other named executive officer with a fixed benefit account), the amounts

47

reported in the above table under “Aggregate Earnings in Fiscal 2023” and “Aggregate Balance at December 31, 2023” were calculated assuming the maximum annual return of 13%.

Amounts deferred by participants and contributions made by the Company on or after January 1, 2006 are deemed invested in a “post-2005 supplemental account.” Balances in pre-2006 supplemental accounts and post-2005 supplemental accounts are deemed invested by participants in investment choices that are made available by the Company, which are similar to the choices available under the 401(k) Savings Plan.

Balances in fixed benefit accounts and pre-2006 supplemental accounts become payable, as elected by a participant, either upon “termination of employment” or on a date designated by the participant between the year the participant turns 55 and the year the participant turns 70. Balances in post-2005 supplemental accounts may be distributed, as elected by a participant, either upon “termination of employment” or on a date designated by the participant that is at least two years after the year that a salary deferral or other contribution was made and not later than the year the participant turns 70. A “termination of employment” occurs upon the later of (i) a participant’s severance, retirement or attainment of age 55 while totally disabled and, (ii) at the election of the plan administrator, the date when the participant is no longer receiving severance benefits.

Balances in fixed benefit accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a fixed benefit account is calculated using a discount rate that is equal to the applicable rate of interest on the account, as described above. Balances in pre-2006 supplemental accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a pre-2006 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments. Balances in post-2005 supplemental accounts are payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. The monthly payment amount for a post-2005 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments.

In the event of death or a change in control, all account balances become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. In each case, the account balances and monthly payments are generally computed in the same manner as described above, except participants are deemed fully vested in their account balances, and, in the case of a change in control, the account balances and monthly payments for fixed benefit accounts are computed using the maximum 13% rate of return and 13% discount rate, respectively. Additional information regarding amounts payable to each of the named executive officers upon a termination of employment, death or a change in control is provided in the following section.

Long-Term Retention Plan

The LTRP is a supplemental nonqualified defined contribution plan that provides supplemental retirement benefits to the Company’s key executives. The LTRP was adopted in March 2014 and all new awards of supplemental retirement benefits since that date have been made under the LTRP and not the ORP.

A participant in the LTRP earns a Company contribution to a supplemental benefits account for each year of employment with the Company through age 60, the normal retirement age under the plan. The amount of the Company contribution for each participant is determined based on the participant’s position and level of responsibility, performance, job tenure and future potential, and is specified in the participant’s individual agreement under the LTRP. The amount contributed to a participant’s supplemental benefits account is invested in investment choices that are similar to the choices available under the 401(k) Savings Plan. The balance of a participant’s supplemental benefits account is 50% vested through a participant’s attainment of age 51 while employed by the Company and becomes vested ratably for each year of continued employment thereafter through age 60. The balance of a participant’s supplemental benefits account also becomes vested in the event of the participant’s death or disability or a change in control of the Company. The vested balance of a participant’s supplemental benefits account is payable following termination of employment in either a lump sum or in equal monthly installments over a period of 10, 15 or 20 years, at the election of the participant.

48

The following table provides information regarding the named executive officers’ accounts and benefits under the LTRP for fiscal 2023:

Name	Company Contributions in Fiscal 2023 ($)(1)		Aggregate Earnings in Fiscal 2023 ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at December 31, 2023 ($)
Mr. Katz		539,630		301,603	—		2,617,680
Mr. Chambless		109,984		326,607	—		1,275,755
Mr. Fisher		258,340		282,362	—		1,985,152

⁽¹⁾ All amounts shown in this column are also reported in the “All Other Compensation” column of the 2023 Summary Compensation Table.

49

V. 2023 Potential Payments Upon Termination or Change in Control

The table below shows the estimated benefits payable to each named executive officer in the event of the named executive officer’s termination of employment under various scenarios or a change in control of the Company. The amounts shown assume termination of employment or a change in control on December 31, 2023. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all salaried employees.

Name and Plans	Voluntary Resignation or Termination Without Cause ($)		Termination for Cause ($)		Death ($)		Disability ($)		Retirement ($)(1)		Change in Control ($)
Mr. Harrison
Officer Retention Plan(2)		14,411,990		—		14,411,990		14,411,990		14,411,990		14,411,990
Supplemental Savings Incentive Plan(2)		15,455,741		15,455,741		15,455,741		15,455,741		15,455,741		15,455,741
Annual Bonus Plan(3)		2,679,828		—		2,679,828		2,679,828		2,679,828		2,679,828
Long-Term Performance Equity Plan(4)		16,950,000		—		16,950,000		16,950,000		16,950,000		16,950,000
Total		49,497,559		15,455,741		49,497,559		49,497,559		49,497,559		49,497,559
Mr. Anthony
Supplemental Savings Incentive Plan(2)		1,200,257		1,200,257		1,200,257		1,200,257		1,200,257		1,200,257
Annual Bonus Plan(3)		906,911		—		906,911		906,911		906,911		906,911
Long-Term Performance Plan(4)		1,055,141		—		1,055,141		1,055,141		1,055,141		1,055,141
Total		3,162,309		1,200,257		3,162,309		3,162,309		3,162,309		3,162,309
Mr. Katz
Officer Retention Plan(2)		1,289,063		—		1,718,750		1,718,750		—		2,500,000
Long-Term Retention Plan		1,963,260		—		2,617,680		2,617,680		—		2,617,680
Supplemental Savings Incentive Plan(2)		811,772		811,772		811,772		811,772		—		811,772
Annual Bonus Plan(3)		1,967,884		—		1,967,884		1,967,884		—		1,967,884
Long-Term Performance Plan(4)		1,946,250		—		3,327,223		3,327,223		—		3,327,223
Total		7,978,229		811,772		10,443,309		10,443,309		—		11,224,559
Mr. Chambless
Officer Retention Plan(2)		2,368,929		—		2,632,143		2,632,143		—		3,000,000
Long-Term Retention Plan		1,148,179		—		1,275,755		1,275,755		1,148,179		1,275,755
Supplemental Savings Incentive Plan(2)		4,158,164		4,158,164		4,158,164		4,158,164		4,158,164		4,158,164
Annual Bonus Plan(3)		1,085,768		—		1,085,768		1,085,768		1,085,768		1,085,768
Long-Term Performance Plan(4)		1,284,057		—		1,284,057		1,284,057		1,284,057		1,284,057
Total		10,045,097		4,158,164		10,435,887		10,435,887		7,676,168		10,803,744
Mr. Fisher
Long-Term Retention Plan		1,389,606		—		1,985,152		1,985,152		—		1,985,152
Supplemental Savings Incentive Plan(2)		1,055,391		1,055,391		1,055,391		1,055,391		—		1,055,391
Annual Bonus Plan(3)		982,202		—		982,202		982,202		—		982,202
Long-Term Performance Plan(4)		678,441		—		1,152,068		1,152,068		—		1,152,068
Total		4,105,640		1,055,391		5,174,813		5,174,813		—		5,174,813

⁽¹⁾  Messrs. Harrison, Anthony and Chambless are the only named executive officers who have satisfied the age and/or service eligibility requirements for retirement under the plans.

⁽²⁾  Amounts shown for the ORP and the SSIP for the named executive officers assume payment as a lump sum as of December 31, 2023. Participants in the ORP and the SSIP may elect to receive payments in equal monthly installments over a period of 10, 15 or 20 years. The amounts of the installments are based on the discount rates specified in the plans. Messrs. Katz and Chambless did not meet the definition of retirement under the ORP, but would receive the amounts shown under the “Voluntary Resignation or Termination Without Cause” column.

50

⁽³⁾  Amounts shown for the Annual Bonus Plan were calculated using the actual level of achievement of the performance goals for fiscal 2023.

⁽⁴⁾  Amounts shown in all of the columns for the Long-Term Performance Equity Plan and the Long-Term Performance Plan were calculated using the actual level of achievement of the performance goals for the fiscal 2021—fiscal 2023 performance period and assuming the achievement of target performance goals for the three-year performance periods ending in fiscal 2024 and fiscal 2025. The amounts for the three-year performance periods ending in fiscal 2024 and fiscal 2025 were prorated, when applicable, for the portion of the performance periods the executive was employed prior to the date of the triggering event.

None of the Company’s executive officers, including the named executive officers, has any special employment or severance agreements. The executive officers are entitled, however, to certain payments (as illustrated in the above table) under the terms of the Company’s existing compensation and benefit plans in connection with the termination of their employment or a change in control of the Company. The following narrative describes the terms of those plans as they relate to a termination of employment or a change in control.

Officer Retention Plan

The ORP, the material terms of which are described beginning on page 46, contains special provisions for severance, death, total disability or a change in control.

In the event of death or total disability, each participant becomes fully vested in the amount of the participant’s accrued benefit under the ORP.

Upon termination without cause or voluntary resignation, each participant’s accrued benefit is 50% vested until age 51, with the vesting percentage increasing by 5% each year beginning at age 51 until fully vested at age 60. All rights to any benefits under the ORP are forfeited if a participant is terminated for cause.

In the event of a “change in control” of the Company, each participant is entitled to an amount equal to the normal retirement benefit otherwise payable to the participant at age 60 under the ORP. A “change in control” occurs under the ORP:

(i) when a person or group other than the Harrison Family acquires shares of the Company’s capital stock having the voting power to designate a majority of the Board;

(ii) when a person or group other than the Harrison Family acquires or possesses shares of the Company’s capital stock having power to cast (A) more than 20% of the votes regarding the election of the Board and (B) a greater percentage of the votes regarding the election of the Board than the shares owned by the Harrison Family;

(iii) upon the sale or disposition of all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries outside the ordinary course of business other than to a person or group controlled by the Company or the Harrison Family; or

(iv) upon a merger or consolidation of the Company with another entity where the Company is not the surviving entity.

The death benefit under the ORP is payable in a lump sum. The other severance and change in control benefits are payable in equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant. The amount of each monthly installment is computed using an 8% discount rate using simple interest compounded annually. The change in control benefit is also payable in a lump sum, at the election of the participant.

Under the ORP, each participant has generally agreed not to compete with the Company for three years after termination from employment for any reason. The non-compete provision does not apply to actions occurring after both a termination of employment and a change in control of the Company.

51

Supplemental Savings Incentive Plan and Long-Term Retention Plan

The SSIP and the LTRP also provide for the payment of the named executive officers’ vested account balances upon termination of employment, death or a change in control. A “termination of employment” occurs under the SSIP upon a participant’s severance, retirement or attainment of age 55 while totally disabled. A “termination of employment” occurs under the LTRP upon a participant’s severance other than for cause, retirement or total disability. The definition of a “change in control” is the same definition used for the ORP, as described above. The material terms of the SSIP and the LTRP, including when account balances become vested and the options to receive lump sum or installment payments, are described beginning on pages 47 and 48, respectively.

Annual Bonus Plan

The Annual Bonus Plan, the material terms of which are described beginning on page 33, provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company.

In the event of the total disability, retirement or death of a participant during any fiscal year, the participant (or the participant’s estate) is entitled to a pro-rata bonus based on the portion of the fiscal year completed by the participant and the actual overall goal achievement factor attained for that year.

In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award under the Annual Bonus Plan, based on the portion of the fiscal year completed.

The term “retirement” is defined in the Annual Bonus Plan as a participant’s termination of employment other than on account of death and (i) after attaining age 60, (ii) after attaining age 55 and completing 20 years of service or (iii) as the result of total disability. The definition of a “change in control” is the same definition used for the ORP, as described above.

Long-Term Performance Plan

The Long-Term Performance Plan, the material terms of which are described beginning on page 35, also provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company.

In the event of the total disability, retirement or death of a participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, the participant (or the participant’s estate) is entitled to a pro-rata award based on the portion of the performance period completed by the participant.

In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award for the performance period, based on the portion of the performance period completed.

The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.

Long-Term Performance Equity Plan

The Long-Term Performance Equity Plan, the material terms of which are described on page 38, also provides for certain payments to Mr. Harrison in the event of a termination of his employment or a change in control of the Company.

In the event of Mr. Harrison’s total disability, retirement or death after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to him, Mr. Harrison (or his estate) is entitled to a pro-rata award based on the portion of the performance period completed by him.

52

In the event of a “change in control,” Mr. Harrison is entitled to a pro-rata portion of his target award for the performance period, based on the portion of the performance period completed.

The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.

VI. Pay Ratio Disclosure

The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding Mr. Harrison, the Company’s principal executive officer); (ii) the annual total compensation of Mr. Harrison; and (iii) the ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all employees of the Company (excluding Mr. Harrison).

Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:

Median annual total compensation of all employees (excluding Mr. Harrison)	$	56,035
Annual total compensation of Mr. Harrison	$	19,781,000
Ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all other employees		353:1

The SEC rules permit a company to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that would result in a significant change to its pay ratio disclosure. The Company has selected a new median employee to determine the median annual total compensation of all employees (excluding Mr. Harrison) for fiscal 2023 since the same median employee had been used for fiscal years 2020, 2021 and 2022. To determine the median employee, the Company compiled a list of all employees (excluding Mr. Harrison) as of December 31, 2023, sorted the list of employees by their taxable compensation for federal income tax purposes from the Company’s payroll records for the 12-month period ended December 31, 2023 and selected the employee with the median taxable compensation amount. The Company annualized the taxable compensation of any full-time or part-time employees on the list who were not employed for the full year and did not include the value of non-taxable Company-provided benefits such as retirement plan contributions and medical and life insurance benefits. As of December 31, 2023, the Company had 17,000 employees.

The annual total compensation of Mr. Harrison is the total amount of his compensation presented in the 2023 Summary Compensation Table on page 42. The Company determined the annual total compensation of the median employee shown above using the same rules applicable to the completion of the 2023 Summary Compensation Table for Mr. Harrison and the other named executive officers.

53

VII. Pay Versus Performance

									Value of Initial Fixed $100 Investment Based On:
Year (a)	Summary Compensation Table Total for PEO ($) (b)		Compensation Actually Paid to PEO ($) (c)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d)		Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (e)		Total Shareholder Return ($) (f)		Peer Group Shareholder Return ($) (g)		Net Income (in thousands) ($) (h)		Income from Operations (in thousands) ($) (i)
2023		19,781,000		18,691,802		4,012,668		3,945,317		324.01		128.66		405,139		834,451
2022		14,689,126		14,689,126		3,080,256		3,219,288		176.09		133.82		430,158		641,047
2021		13,545,136		13,512,275		2,937,129		2,982,161		212.37		124.28		189,580		439,171
2020		12,467,192		12,280,332		2,398,616		2,400,346		91.05		107.28		172,493		313,378

Compensation Actually Paid to PEO (Column (c))

The amount reported for each year in column (c) is equal to (i) the amount reported in column (b) for J. Frank Harrison, III, Coca-Cola Consolidated’s principal executive officer (“PEO”) for each of the covered years,

minus

(ii) the aggregate change in the present value of Mr. Harrison’s benefits under the Pension Plan and the ORP during the covered year

plus

(iii) the aggregate value of Mr. Harrison’s benefits under the Pension Plan and the ORP attributable to his service during the covered year. Mr. Harrison fully accrued his benefit under the ORP prior to 2020 and benefit accruals under the Pension Plan were frozen in 2006. Therefore, there were no service costs for benefit accruals by Mr. Harrison under the ORP or the Pension Plan during the covered years. Mr. Harrison did not receive any stock or option awards during the covered years.

The following table provides information regarding the calculation for the Compensation Actually Paid (“CAP”) to Mr. Harrison for fiscal years 2023, 2022, 2021 and 2020:

Year	Summary Compensation Table Total for PEO ($)	Deduct Aggregate Change in Actual Present Value in Pension Plan & ORP ($)		Add Service Costs & Prior Service Costs for ORP ($)	Compensation Actually Paid to PEO ($)
2023	19,781,000		1,089,198	—	18,691,802
2022	14,689,126		—	—	14,689,126
2021	13,545,136		32,861	—	13,512,275
2020	12,467,192		186,860	—	12,280,332

Average Compensation Actually Paid to

Non-PEO

Named Executive Officers (Column (e))

The amount reported for each year in column (e) is equal to (i) the amount reported in column (d) for F. Scott Anthony, David M. Katz, Robert G. Chambless and E. Beauregarde Fisher III, the

non-PEO

named executive officers for each of the covered years,

minus

(ii) the average of the aggregate change in the present values of their benefits under the Pension Plan and the ORP during the covered year

plus

(iii) the average of the aggregate value of their benefits under the Pension Plan and the ORP attributable to their service during the covered year. Benefit accruals under the Pension Plan were frozen in 2006. Therefore, there were no service costs for benefit accruals by the

non-PEO

named executive officers under the Pension Plan during the covered years. None of the

non-PEO

named executive officers received any stock or option awards during the covered years.

54

The following table provides information regarding the calculation for the CAP to the

non-PEO

named executive officers for fiscal years 2023, 2022, 2021 and 2020:

Year	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)		Deduct Average of the Aggregate Change in Actual Present Value in Pension Plan & ORP ($)		Add Average Service Costs & Prior Service Costs for ORP ($)		Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)
2023		4,012,668		181,313		113,962		3,945,317
2022		3,080,256		—		139,032		3,219,288
2021		2,937,129		85,045		130,076		2,982,161
2020		2,398,616		102,672		104,402		2,400,346

Total Shareholder Return (Column (f))

The amounts shown in column (f) assume $100 was invested on December 27, 2019 (the last trading day of the Company’s fiscal year ended December 29, 2019) in Coca-Cola Consolidated Common Stock, and that all dividends were reinvested on a quarterly basis.

Peer Group Shareholder Return (Column (g))

The amounts shown in column (g) assume $100 was invested on December 27, 2019 in each of the companies in a peer group comprised of Keurig Dr Pepper Inc., National Beverage Corp., The Coca-Cola Company, Primo Water Corporation (f/k/a Cott Corporation) and PepsiCo, Inc., and that all dividends were reinvested on a quarterly basis. The returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company.

Income from Operations (Column (i))

Income from operations as reported in the Company’s consolidated statements of operations for fiscal years 2020, 2021, 2022 and 2023.

55

Pay Versus Performance Descriptive Disclosure

Relationship between Compensation Actually Paid and Total Shareholder Return

The graph below reflects the relationship between the PEO and average

non-PEO

named executive officer CAP and the Company’s cumulative indexed total shareholder return (TSR) (assuming an initial fixed investment of $100 on December 27, 2019) for fiscal years 2020, 2021, 2022 and 2023:

56

Relationship between Compensation Actually Paid and Net Income

The graph below reflects the relationship between the PEO and average

non-PEO

named executive officer CAP and the Company’s net income for fiscal years 2020, 2021, 2022 and 2023:

57

Relationship between Compensation Actually Paid and Income from Operations

The graph below reflects the relationship between the PEO and average

non-PEO

named executive officer CAP and the Company’s income from operations for fiscal years 2020, 2021, 2022 and 2023:

Tabular List of Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking PEO and

non-PEO

named executive officer CAP in fiscal 2023 to Company performance. The measures in this table are not ranked.

Most Important Financial Performance Measures

1	Income from Operations
2	EBIT (1)
3	EBIT Margin (1)
4	Free Cash Flow (1)
5	Revenue (1)

(1)  “EBIT,” “EBIT Margin,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures. See Appendix A for a reconciliation to GAAP financial measures.

58

Equity Compensation Plan Information

The following table provides information as of December 31, 2023, concerning the Company’s outstanding equity compensation arrangements as of that date:

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	—	—	300,000(1)
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	300,000(1)

⁽¹⁾  Represents 300,000 shares of Coca-Cola Consolidated Class B Common Stock reserved for issuance pursuant to awards that may be made in the future under the Long-Term Performance Equity Plan.

59

Consideration of Risk Related to Compensation Programs

The Company has considered its compensation policies and practices for all employees and determined that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on Coca-Cola Consolidated. As described in the “Compensation Discussion and Analysis” section beginning on page 29, the Compensation Committee and management have designed Coca-Cola Consolidated’s executive compensation program to achieve a number of goals, including the following:

• Motivating the executive officers to achieve Coca-Cola Consolidated’s annual and long-term strategic and financial goals and rewarding performance based on the attainment of those goals;

• Appropriately balancing risk and reward in the context of the Company’s business environment and long-range business plans;

• Being affordable and appropriately aligned with stockholder interests; and

• Being reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives.

In light of these goals, the Compensation Committee, senior management and human resources personnel considered risk as they designed the various elements of the Company’s compensation programs.

The Company notes the following factors with respect to the determination that any risks arising from the compensation policies and practices are not reasonably likely to have a material adverse effect on Coca-Cola Consolidated:

• The belief that the Company’s compensation programs are reasonably balanced across types of compensation and the various objectives they are designed to reward;

• While Coca-Cola Consolidated does not engage in compensation benchmarking, the Company does retain a compensation consultant to conduct comparative studies of the Company’s executive compensation relative to peer companies and survey data;

• The Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan provide for payouts based on the achievement of key financial goals under Coca-Cola Consolidated’s annual and long-range strategic plan and provide for increased payout as financial performance increases and less or no payout as financial performance decreases. Awards under these plans do not provide for payouts based on individual transactions that could transfer liability to Coca-Cola Consolidated beyond the award date;

• The specific corporate performance goals for the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan are initially developed based on the Company’s annual budget. The Executive Vice President and Chief Financial Officer and the Executive Vice President, General Counsel and Secretary of Coca-Cola Consolidated then use financial models to determine the appropriate award criteria and target goals for each plan. The financial models and plan goals are reviewed with and approved by the Chairman and Chief Executive Officer and the President and Chief Operating Officer of Coca-Cola Consolidated before being presented to, reviewed with and approved by the Compensation Committee;

• Performance goals are generally based on corporate and individual performance and are not based on other goals that may create increased risk such as the performance of individual business units or the accomplishment of particular tasks where the income and risk from the tasks extend over a significantly longer period of time; and

• The Company adopted the Coca-Cola Consolidated, Inc. Incentive-Based Compensation Recovery Policy, effective August 1, 2023, to enable recovery of performance-based compensation awarded to or earned by executive officers if the Company is required to restate its financial results, regardless of the executive officers’ fault. The Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Nasdaq Listing Rule 5608.

60

Compensation Committee Interlocks and Insider Participation

Sharon A. Decker, James H. Morgan, Dennis A. Wicker and Richard T. Williams served on the Compensation Committee in fiscal 2023. None of the directors who served on the Compensation Committee in fiscal 2023 has ever served as one of the Company’s officers or employees or had any relationship with the Company or any of its subsidiaries since the beginning of fiscal 2023 pursuant to which disclosure would be required under the SEC rules pertaining to the disclosure of transactions with related persons. During fiscal 2023, none of the Company’s executive officers served as a director or a member of the compensation committee (or other committee performing equivalent functions) of any other entity of which an executive officer of such other entity served on the Board or its Compensation Committee.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section included in this Proxy Statement with management and, based on such review and discussions, recommended to the Board that the “Compensation Discussion and Analysis” section be included in this Proxy Statement and in Coca-Cola Consolidated’s Annual Report on Form 10-K for fiscal 2023.

Submitted by the Compensation Committee of the Board.

Dennis A. Wicker, Chairman

Sharon A. Decker

James H. Morgan

Richard T. Williams

61

Audit Committee Report

The primary purpose of the Audit Committee is to assist the Board in its oversight of all material aspects of the accounting and financial reporting processes, internal controls and internal audit function of the Company, including its compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Management has primary responsibility for the Company’s consolidated financial statements and reporting processes, including its internal controls and disclosure controls and procedures. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing independent audits of the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board and expressing opinions on the conformity of the Company’s consolidated financial statements with GAAP and the effectiveness of the Company’s internal control over financial reporting based upon those audits.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2023. This review included a discussion of the quality and acceptability of the Company’s financial reporting and internal controls. During the past fiscal year, the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee also received during the past fiscal year the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the reviews, discussions and disclosures referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company for fiscal 2023 be included in its Annual Report on Form 10-K for such fiscal year.

Submitted by the Audit Committee of the Board.

James H. Morgan, Chairman

Sharon A. Decker

James R. Helvey, III

William H. Jones

Dennis A. Wicker

62

Proposal 2: Ratification of the Appointment of

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024. The Audit Committee reviewed and discussed the performance of PricewaterhouseCoopers LLP for fiscal 2023 prior to its appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024.

The Company expects that representatives of PricewaterhouseCoopers LLP will participate in the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that representatives of PricewaterhouseCoopers LLP will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024 is not required by the By-laws or otherwise. Nevertheless, the Board is submitting the appointment of PricewaterhouseCoopers LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the Company’s stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of PricewaterhouseCoopers LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024. Unless otherwise specified, proxies will be voted “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2024.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s consolidated financial statements for fiscal 2023 and fiscal 2022 and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods:

	Fiscal 2023 ($)		Fiscal 2022 ($)
Audit Fees(1)		1,833,481		1,818,243
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total		1,833,481		1,818,243

⁽¹⁾ Audit Fees consist of the aggregate fees billed for the respective fiscal year for professional services rendered by the independent registered public accounting firm for the audit of the Company’s annual consolidated financial statements and the review of the Company’s interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q. Audit Fees also consist of the aggregate fees billed for the respective fiscal year for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

63

Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services to be performed by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All such services provided in fiscal 2023 were pre-approved by the Audit Committee. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

The Audit Committee has delegated pre-approval authority to its Chairman when necessary due to timing considerations. Any services pre-approved by such Chairman must be reported to the full Audit Committee at its next scheduled meeting.

64

Proposal 3: Stockholder Proposal

Coca-Cola Consolidated has been notified that the Nathan Cummings Foundation (the “Proponent”) intends to present the proposal set forth below for consideration at the Annual Meeting. The address and number of shares of Coca-Cola Consolidated Common Stock held by the Proponent will be promptly provided upon oral or written request made to the Company’s Secretary. The Company is not responsible for the content of the stockholder proposal, which is printed below exactly as it was submitted.

RESOLVED: Shareholders request the Board of Directors oversee the preparation of an annual public report describing and quantifying the effectiveness and outcomes of Coca-Cola Consolidated’s efforts to prevent harassment and discrimination against its protected classes of employees. At its discretion, the Board may wish to consider including disclosures such as the:

• total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment, or discrimination in the previous three years;

• total number of pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration, or litigation;

• retention rates of employees who raise harassment or discrimination concerns, relative to total workforce retention;

• aggregate dollar amount associated with the enforcement of arbitration clauses;

• number of enforceable contracts for current or past employees which include concealment clauses, such as non-disclosure agreements or arbitration requirements, that restrict discussions of harassment or discrimination; and

• aggregate dollar amount associated with such agreements containing concealment clauses.

This report should not include the names of accusers or details of their settlements without their consent and should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations.

SUPPORTING STATEMENT

Numerous studies have pointed to the benefits of a diverse workforce. Their findings include:

• BlackRock found that companies with more gender-balanced workforces meaningfully outperformed their peers between 2013 and 2022.¹

• Companies with the strongest executive ethnic diversity were 33 percent more likely to have financial returns above their industry medians than those in the bottom quartile for executive ethnic diversity.²

• A review of the workforce diversity of over 1,500 companies found a positive relationship between manager diversity and several financial performance indicators, including return on equity and return on invested capital.³

Findings from The Wall Street Journal, Harvard Business Review, Credit Suisse, and others have also pointed to the benefits of a diverse workforce.⁴

Coca-Cola Consolidated has approximately 17,000 employees⁵, but limited public reporting that would allow investors to assess the health of its workplace culture.

¹  https://www.ft.com/content/f8b902b9-ca9a-42db-a3cd-97fe2cc13863

²  https://www.mckinsey.com/business-functions/people-and-organizational-performance/our-insights/delivering-through-diversity

³  https://www.asyousow.org/reports/2023-capturing-the-diversity-benefit

⁴  https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance

⁵  https://stockanalysis.com/stocks/coke/employees/

65

It is unknown to what extent Coca-Cola Consolidated uses non-disclosure agreements and mandatory arbitration, which conceal from external audiences internal culture challenges. Given this, the extent to which harassment and discrimination exist within the company is unknown.

There have been several high-profile derivative suits settled, including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their shareholders.

Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs, costs related to absenteeism, reduced productivity, challenges recruiting, and distraction of leadership. A company’s failure to properly manage its workforce can have significant ramifications, jeopardizing relationships with customers and other partners.

A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce management.

Board of Directors’ Statement in Opposition to the Proposal

The Board of Directors unanimously recommends that you vote “AGAINST” this stockholder proposal. The Board believes that adopting this proposal would not be in the best interests of Coca-Cola Consolidated or its stockholders and opposes it for the reasons discussed below.

The Board of Directors and Coca-Cola Consolidated’s senior management believe that a strong workplace culture and a commitment from the top of the organization to foster an inclusive and respectful workplace are critical to the long-term success of the Company and are essential parts of an effective anti-harassment and anti-discrimination program. At Coca-Cola Consolidated, the foundation of our workplace culture is a focus on our Purpose, which is to honor God in all we do, to serve others, to pursue excellence and to grow profitably. Our Purpose Statement also recognizes certain values, such as respectfulness and supportiveness, that we aspire to as an organization and also includes a call to act in ways to support, encourage and respect our fellow employees and to value and cultivate a diverse workforce. We strive to be an organization that promotes and encourages the development of all of our employees, both personally and professionally. We believe that this focus on our Purpose, values and culture is at the core of creating and maintaining an inclusive and respectful workplace where employees want to work, learn and grow and an effective anti-harassment and anti-discrimination program.

Coca-Cola Consolidated maintains policies and procedures that prohibit harassment, discrimination and retaliation and encourage reporting of any suspected workplace misconduct. Specifically, the Company’s Code of Business Conduct, which applies to all directors, officers and employees of the Company and its subsidiaries, expressly prohibits discrimination on the basis of sex, race, color, religion, national origin, age, disability, genetic information or any other factor prohibited by applicable law. The Company’s Code of Business Conduct states that the Company’s policies and practices strive to assure equal opportunity in the workplace, including hiring, promotion and assignment of applicants and fellow employees. Additionally, the Company’s Code of Business Conduct provides that the workplace should reflect appropriate, respectful conduct, characterized by mutual trust and the absence of intimidation, oppression and exploitation. As stated in the Company’s Code of Business Conduct, the Company is fully committed to ensuring that no employee is subjected to unlawful harassment or discrimination, and verbal or physical threats or intimidation, unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature are strictly prohibited. Coca-Cola Consolidated has defined additional workplace conduct rules and expectations in the Company’s policies and procedures that all employees are expected to know and follow, including Anti-Harassment, Anti-Discrimination and Workplace Conduct Policies that expressly prohibit harassment, discrimination and retaliation in all aspects of employment. Coca-Cola Consolidated provides multiple channels for employees to raise concerns, including anonymously or confidentially, and the Company will not permit any form of retaliation against any person who, in good faith, reports suspected violations of the Company’s Code of Business Conduct or any workplace conduct policy.

66

The Company’s commitment to an inclusive and respectful workplace is reinforced and communicated through training and prevention. Upon election to the Board or employment and on at least an annual basis thereafter, each director, officer and employee is required to provide an electronic “acknowledgment” as to receipt and understanding of the Company’s Code of Business Conduct. Each recipient also has a responsibility to report any noncompliance with the Company’s Code of Business Conduct by such recipient or any other person. The Company also assigns all employees workplace training programs that include specific training on identifying, preventing and responding to allegations of harassment, discrimination and retaliation.

Coca-Cola Consolidated takes allegations of harassment, discrimination and retaliation very seriously and the Company’s policies and procedures require that we promptly, thoroughly and objectively investigate all allegations made and take appropriate action, up to and including termination of employment or Board membership for anyone found to have engaged in inappropriate conduct. In addition, the Audit Committee of the Board, which is comprised solely of independent directors, is responsible for reviewing with the Company’s Vice President, Internal Audit (Consolidated Audit & Advisory Services) the results of internal auditing’s review of the Company’s compliance with its Code of Business Conduct, other codes of ethics and other Company compliance programs and policies covering risks material to the Company.

For non-union employees hired by the Company in the first half of 2024 or later, unresolved employment disputes will be handled through arbitration, which we believe is a less complicated, quicker and usually less expensive process than litigation for resolving employee claims. No employee who participates in arbitration is restricted from filing a claim with the Equal Employment Opportunity Commission or appropriate state agency. Further, federal law prohibits mandatory arbitration of sexual assault and harassment claims.

For the reasons described above, the Board believes that issuing the requested report is unnecessary and would not provide meaningful information to the Company’s stockholders to allow them to assess the Company’s efforts to prevent harassment and discrimination. In addition, the requested report could potentially expose the Company to increased litigation and reputational risk by requiring disclosure that is not common practice that could be evaluated without the appropriate context or basis for comparison. Accordingly, the Board has determined that preparing the requested report would not be a prudent use of the Company’s resources or in the best interests of the Company or its stockholders.

The Board of Directors unanimously recommends that you vote “AGAINST” this stockholder proposal. Unless otherwise specified, proxies will be voted “AGAINST” this stockholder proposal.

67

Additional Information

Stockholder Proposals for the 2025 Annual Meeting of Stockholders

Any stockholder proposal intended to be included in Coca-Cola Consolidated’s proxy statement and form of proxy relating to the 2025 Annual Meeting of Stockholders must be in writing and received by the Company not later than November 25, 2024. Any such stockholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to the attention of the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. Pursuant to the SEC rules, submitting a proposal will not guarantee that it will be included in the Company’s proxy materials.

In addition, any stockholder proposal intended to be presented at the 2025 Annual Meeting of Stockholders, but that will not be included in Coca-Cola Consolidated’s proxy statement and form of proxy relating to the 2025 Annual Meeting of Stockholders, must be in writing and received by the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211 not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the Annual Meeting. As a result, any proposals submitted by a stockholder pursuant to the provisions of the By-laws (other than proposals submitted pursuant to Rule 14a-8 of the Exchange Act) must be received not earlier than the close of business on January 14, 2025 and not later than the close of business on February 13, 2025. However, in the event that the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 14, 2025, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholder proposals must include the specified information concerning the proposal and the stockholder submitting the proposal as set forth in the By-laws. A copy of the By-laws may be obtained by writing to the Company’s Secretary at Coca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

2023 Annual Report to Stockholders

This Proxy Statement is accompanied by the 2023 Annual Report to Stockholders, and these materials are also available at www.proxyvote.com and the investor relations portion of the Company’s website, www.cokeconsolidated.com. The 2023 Annual Report to Stockholders, which contains the audited consolidated financial statements and other information about the Company, is not incorporated in this Proxy Statement and is not to be deemed a part of the proxy soliciting material.

Annual Report on Form 10-K

The Company will provide without charge to each person solicited pursuant to this Proxy Statement, upon the written request of any such person, a copy of the Company’s Annual Report on Form 10-K for fiscal 2023, including the financial statements and the financial statement schedules, required to be filed with the SEC, or any exhibit thereto. Requests should be in writing and addressed to the attention of F. Scott Anthony, the Company’s Executive Vice President and Chief Financial Officer, at Coca-Cola Consolidated, Inc., P.O. Box 31487, Charlotte, North Carolina 28231.

Householding

The SEC has adopted rules permitting companies to mail one proxy statement and annual report, or notice of internet availability of proxy materials, as applicable, in one envelope to all stockholders residing at the same address if certain conditions are met. This is called “householding” and can result in significant savings of paper and mailing costs. The Company has not implemented householding with respect to its stockholders of record; however, a number of brokerage firms have instituted householding that may impact certain beneficial owners of

68

shares held in street name. If members of your household have multiple accounts through which they hold Coca-Cola Consolidated stock, you may have received a householding notification from the stockholder of record (e.g., your bank, broker or other nominee).

Please contact the stockholder of record directly if you have any questions or wish to revoke your decision to household or to receive an additional copy of this Proxy Statement, the 2023 Annual Report to Stockholders or the Notice of Internet Availability for members of your household.

69

Appendix A:

Reconciliation of Non-GAAP Financial Performance Measures

This proxy statement includes non-GAAP financial measures, including “EBIT,” “EBIT Margin,” “Leverage Ratio,” “Revenue” and “Free Cash Flow” that are defined in the “Compensation Discussion and Analysis” section beginning on page 29 and are adjusted for the purpose of determining incentive compensation for our executive officers. The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP):

	EBIT
Description of Adjustment (in thousands)	Fiscal 2021			Fiscal 2022		Fiscal 2023
Reported results (GAAP)	$	439,171		$	641,047	$	834,451
Fair value adjustments for commodity derivative instruments	$	(5,241	)	$	2,906	$	1,061
Supply chain and asset optimization expenses	$	8,489		$	606	$	1,296
Total Impact of Adjustments	$	3,248		$	3,512	$	2,357
Adjusted EBIT Results	$	442,419		$	644,559	$	836,808
Three-Year Cumulative Total	$	1,923,786

	EBIT Margin
Description of Adjustment (in thousands)	Fiscal 2021			Fiscal 2022			Fiscal 2023
Reported Net Sales	$	5,562,714		$	6,200,957		$	6,653,858
Adjusted EBIT	$	442,419		$	644,559		$	836,808
Adjusted EBIT Margin		7.95	%		10.39	%		12.58	%
Three-Year Average		10.31	%

A-1

	Leverage Ratio
Description of Adjustment (in thousands)	Fiscal 2021			Fiscal 2022			Fiscal 2023
Adjusted EBIT	$	442,419		$	644,559		$	836,808
Depreciation & Amortization	$	180,565		$	171,590		$	176,966
Adjusted EBITDA	$	622,984		$	816,149		$	1,013,774
Reported Net Debt
Long-Term Debt (as reported)	$	723,443		$	598,817		$	599,159
Cash & Cash Equivalents (as reported)	$	(142,314	)	$	(197,648	)	$	(635,269	)
Net Debt	$	581,129		$	401,169		$	(36,110	)
Net Debt Adjustments
Business Acquisitions & Distribution Rights Purchases	$	(7,000	)	$	(37,649	)	$	(37,649	)
Snyder Production Center Acquisition	$	—		$	(60,000	)	$	(60,000	)
Special Dividend	$	—		$	—		$	(28,121	)
Total Net Debt Adjustments	$	(7,000	)	$	(97,649	)	$	(125,770	)
Normalized Net Debt	$	574,129		$	303,520		$	(161,880	)
Adjusted Leverage Ratio		0.92			0.37			(0.16	)
Three-Year Average		0.38

	Net Sales
Description of Adjustment (in thousands)	Fiscal 2023
Reported Results (GAAP)	$	6,653,858
Non-trade sales in 2023 (excluded from ABP)	$	(353,819	)
Total Impact of Adjustments	$	(353,819	)
Adjusted Revenue Results	$	6,300,039

	Free Cash Flow
(in thousands)	Fiscal 2022		Fiscal 2023		Favorable/ (Unfavorable)
Long-Term Debt (as reported)	$	598,817	$	599,159	$	(342	)
Cash & Cash Equivalents (as reported)	$	197,648	$	635,269	$	437,621
Free Cash Flow					$	437,279

A-2

SCAN TO
VIEW MATERIALS & VOTE w
COCA-COLA CONSOLIDATED, INC.
VOTE BY INTERNET
4100 COCA-COLA PLAZA Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
CHARLOTTE, NC 28211-3481 Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 13, 2024. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting—Go to www.virtualshareholdermeeting.com/COKE2024
You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and then follow the instructions.
VOTE BY PHONE—1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 13, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Coca-Cola Consolidated, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V31078-P02252 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
COCA-COLA CONSOLIDATED, INC. For All Withhold All Except For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the Coca-Cola Consolidated’s Board of Directors recommends number(s) of the nominee(s) on the line below. that you vote “FOR ALL” of the nominees named in Proposal 1: ! ! !
1. Election of Directors
Nominees:
01) J. Frank Harrison, III 07) William H. Jones 02) Elaine Bowers Coventry 08) Umesh M. Kasbekar 03) Sharon A. Decker 09) David M. Katz 04) Morgan H. Everett 10) James H. Morgan 05) James R. Helvey, III 11) Dennis A. Wicker 06) Jason D. (J.D.) Hickey 12) Richard T. Williams
Coca-Cola Consolidated’s Board of Directors recommends that you vote “FOR” Proposal 2 and “AGAINST” Proposal 3: For Against Abstain
2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for ! ! ! fiscal 2024.
3. Stockholder proposal requesting an annual public report on Coca-Cola Consolidated’s efforts to prevent harassment and discrimination in the workplace. ! ! !
NOTE: In their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. EACH OF PROPOSALS 1 AND 2 HAS BEEN PROPOSED BY COCA-COLA CONSOLIDATED, INC.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting and Proxy Statement and the 2023 Annual Report to Stockholders are available at www.proxyvote.com.
V31079-P02252
COCA-COLA CONSOLIDATED, INC. 2024 Annual Meeting of Stockholders May 14, 2024
This proxy is solicited on behalf of Coca-Cola Consolidated’s Board of Directors.
The undersigned hereby appoint(s) J. Frank Harrison, III, David M. Katz and E. Beauregarde Fisher III, and each of them, as attorneys-in-fact, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of Common Stock and Class B Common Stock of Coca-Cola Consolidated, Inc. that the undersigned is/are entitled to vote at the 2024 Annual Meeting of Stockholders to be held at 9:00 a.m., Eastern Time, on Tuesday, May 14, 2024 via live audio webcast at www.virtualshareholdermeeting.com/COKE2024, and any adjournment or postponement thereof. The proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof, exercising their discretion as set forth in the Notice of Annual Meeting and Proxy Statement.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSAL 2, “AGAINST” PROPOSAL 3, AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE, OR FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR PHONE.
Continued and to be signed on reverse side