THE COCA-COLA COMPANY Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 26, 2022 , the Talent and Compensation Committee of the Board of
Directors (the "Compensation Committee") of The Coca-Cola Company (the
"Company") adopted an amendment and restatement of the Annual Incentive Plan of
The Coca-Cola Company (the "Annual Incentive Plan"), effective as of January 1,
2022 . The Annual Incentive Plan, formerly the "Performance Incentive Plan,"
contains certain administrative and technical changes, as well as providing for
the pro rata payment of certain awards to certain plan participants who
terminate employment with the Company after attaining specified age
requirements.
The foregoing description is qualified in its entirety by reference to the Annual Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareowners of the Company was held on Tuesday,
shareowners at the meeting are set forth below. Pursuant to
the Company's By-Laws, abstentions and broker non-votes are not considered
votes cast and do not affect the outcome of the votes. Therefore, only votes
for and against each matter are included in the percentages below.
(b) Item 1. Election of Directors. Shareowners elected each of the persons named
below as Directors for a term expiring in 2023 as follows:
FOR % FOR AGAINST % AGAINST ABSTENTIONS BROKER NON-VOTES
Herb Allen 3,177,003,101 99.65 11,210,040 0.35 5,034,225 491,276,951
Marc Bolland 3,107,195,292 97.47 80,804,088 2.53 5,247,986 491,276,951
Ana Botín 3,160,712,522 99.12 27,901,883 0.88 4,632,961 491,276,951
Christopher C. Davis 3,053,128,568 95.77 134,822,484 4.23 5,296,314 491,276,951
Barry Diller 2,647,572,007 83.05 540,282,098 16.95 5,392,653 491,276,951
Helene D. Gayle 2,836,219,718 88.99 350,840,906 11.01 6,186,741 491,276,951
Alexis M. Herman 2,993,514,806 93.90 194,629,684 6.10 5,102,876 491,276,951
Maria Elena Lagomasino 2,896,131,779 91.54 267,690,556 8.46 29,424,831 491,276,951
James Quincey 2,941,766,325 92.57 236,225,212 7.43 15,255,306 491,276,951
Caroline J. Tsay 3,167,447,352 99.34 20,914,710 0.66 4,885,182 491,276,951
David B. Weinberg 3,151,105,991 98.92 34,514,445 1.08 7,626,929 491,276,951
Item 2. Advisory Vote to Approve Executive Compensation. Votes regarding this advisory proposal were as follows:
Votes Cast For: 1,604,624,117 50.54% Votes Cast Against: 1,570,285,371 49.46% Abstentions: 18,337,892 Broker Non-Votes: 491,276,951
Item 3. Ratification of the Appointment of
Votes Cast For: 3,535,824,494 96.12% Votes Cast Against: 142,595,837 3.88% Abstentions: 6,104,000 Broker Non-Votes: N/A
Item 4. Shareowner Proposal Regarding an External Public Health Impact Disclosure. Votes regarding this proposal were as follows:
Votes Cast For: 357,920,155 11.33% Votes Cast Against: 2,799,863,902 88.67% Abstentions: 35,462,549 Broker Non-Votes: 491,276,951
Item 5. Shareowner Proposal Regarding a Global Transparency Report. Votes regarding this proposal were as follows:
Votes Cast For: 403,288,299 12.69% Votes Cast Against: 2,775,001,795 87.31% Abstentions: 14,952,882 Broker Non-Votes: 491,276,951
Item 6. Shareowner Proposal Regarding an Independent Board Chair Policy. Votes regarding this proposal were as follows:
Votes Cast For: 846,251,251 27.79% Votes Cast Against: 2,198,917,223 72.21% Abstentions: 148,078,904 Broker Non-Votes: 491,276,951
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Annual Incentive Plan ofThe Coca-Cola Company , as
amended and restated
as of January 1, 2022 .
104 Cover Page Interactive Data File (the cover page XBRL tagsare embedded
within the iXBRL document).
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