Independent
Tenure on this board
4.5 yrs
12 nominees · 8 ballot items.
Elect 12 directors; advisory vote to approve executive compensation; ratify Ernst & Young as independent auditors; and vote on five shareowner proposals requesting (4) a sustainability committee by-law amendment, (5) a report evaluating plastics packaging policies, (6) a report on the extent of the Company’s diversity, equity and inclusion efforts, (7) a report on risks related to ingredients, and (8) a report on plans to increase sustainability disclosure.
Elect the 12 Director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Shareowners.
Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This management proposal requests a non-binding advisory vote by shareholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials. Management and the Talent and Compensation Committee are seeking shareholder approval to reaffirm their compensation philosophy and program design — which emphasize pay‑for‑performance, significant performance-based compensation (PSUs and options), and alignment with long‑term shareholder value — and to confirm that the disclosed mix of base salary, annual incentive and long‑term incentives is appropriate. The Company’s compensation program ties annual incentives to defined financial metrics (net operating revenue growth and operating income growth) and ties long‑term incentives primarily to PSUs measured by revenue, EPS and free cash flow with a relative TSR modifier, which the Committee states is intended to align executives’ interests with shareholders. The Board’s recommendation to vote FOR is based on its view that the Committee’s process, use of comparator data, incorporation of shareholder feedback and governance features (clawbacks, double‑trigger change‑in‑control provisions, share ownership and retention policies) produce compensation that rewards performance and mitigates excessive risk. The advisory vote is non‑binding, but the Board will consider the outcome in future compensation decisions and retains discretion over pay programs. In the context of recent years, the Committee highlights above‑target payouts reflecting the Company’s 2025 performance and uses the advisory vote as a governance touchpoint for ongoing shareholder engagement. Potential investor concerns include the degree of discretion in some decisions, the scale of CEO pay relative to median employee pay, and the impact of robust PSU outcomes and TSR modifiers on realized pay; management counters that program design, disclosure and shareholder engagement address these issues. Ultimately, a FOR vote signals shareholder support for the Committee’s pay framework and its alignment with long‑term strategy, whereas a significant vote AGAINST would likely prompt additional engagement and potential design changes by the Committee.
Ratify the appointment of Ernst & Young LLP to serve as the Company’s independent auditors for the 2026 fiscal year.
Request to amend the Company’s By‑laws to require the Corporate Governance and Sustainability Committee to assess sustainability initiatives using NPV and ROI calculations and to report annually to shareholders on its findings.
Request the Board commission and publish (by March 31, 2027) an objective, non-biased report assessing Coca‑Cola’s plastics packaging policies, comparing plastics to alternatives (life‑cycle and economic analyses), and quantifying financial impacts of potential policy changes.
Request that Coca‑Cola issue a public report (at reasonable cost) describing the extent of the Company’s current diversity, equity and inclusion (DEI) efforts and disclosures, citing concerns about insufficient transparency relative to peers.
Request a report describing processes and policies (beyond legal compliance) to assess and manage risks to human health, reputation and financial position associated with chemicals and additives in its food and beverage products.
Request a report describing whether and how the Company will increase inclusion of updated information in sustainability disclosures and whether it will align disclosures with a recognized framework and include a materiality assessment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 6.57% | 282,722,729 | $21.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.52% | 237,452,767 | $18.1B |
| 3 | STATE STREET CORP | 3.89% | 167,222,395 | $12.8B |
| 4 | BlackRock, Inc. | 2.97% | 127,969,923 | $9.7B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.32% | 99,948,626 | $7.6B |
| 6 | BlackRock, Inc. | 1.90% | 81,812,994 | $6.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.87% | 80,634,815 | $6.1B |
| 8 | BERKSHIRE HATHAWAY INC | 1.87% | 80,283,200 | $6.1B |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.77% | 76,338,200 | $5.8B |
| 10 | FMR LLC | 1.46% | 62,907,986 | $4.8B |
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