Coca-Cola Consolidated, Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

TL;DR

<b>Coca-Cola Consolidated, Inc. has filed its definitive proxy statement for the upcoming 2024 Annual Meeting of Stockholders.</b>

AI Summary

Coca-Cola Consolidated, Inc. (COKE) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Coca-Cola Consolidated, Inc. filed its Definitive Proxy Statement (DEF 14A) on March 25, 2024. The filing pertains to the company's 2024 Annual Meeting of Stockholders scheduled for May 14, 2024. The company's principal executive offices are located at 4100 Coca-Cola Plaza, Charlotte, North Carolina. The filing includes financial data for the fiscal years ending December 31, 2020, 2021, 2022, and 2023. No filing fee was required for this proxy statement.

Why It Matters

For investors and stakeholders tracking Coca-Cola Consolidated, Inc., this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including details about the proposals to be voted on, director nominations, and executive compensation. As a DEF 14A filing, it signifies the final version of the proxy materials being sent to shareholders, indicating that the meeting details and voting procedures are officially set.

Risk Assessment

Risk Level: low — Coca-Cola Consolidated, Inc. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk or actionable insight beyond standard corporate governance.

Analyst Insight

Review the proxy statement to understand voting matters, director elections, and executive compensation details for the upcoming 2024 Annual Meeting.

Key Numbers

• 2024-05-14 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
• 2024-03-25 — Filing Date (DEF 14A filing date)
• 2023-12-31 — Fiscal Year End (Reporting period for financial data)
• 2022-12-31 — Previous Fiscal Year End (Reporting period for financial data)
• 2021-12-31 — Prior Fiscal Year End (Reporting period for financial data)
• 2020-12-31 — Prior Fiscal Year End (Reporting period for financial data)

Key Players & Entities

• Coca-Cola Consolidated, Inc. (company) — Registrant name
• DEF 14A (document) — Filing type
• 2024-03-25 (date) — Filing date
• May 14, 2024 (date) — Annual Meeting date
• 4100 Coca-Cola Plaza (address) — Company business address
• Charlotte, North Carolina (address) — Company business address
• 28211 (postal_code) — Company business address zip code
• 9803928298 (phone_number) — Company business phone

FAQ

Key Dates

• 2024-05-14: Annual Meeting of Stockholders — Date for the company's annual shareholder meeting.
• 2024-03-25: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Key Financial Figures

• $1,000 — rs of record for a fee of approximately $1,000, plus expenses. What are the expected

Filing Documents

• d645509ddef14a.htm (DEF 14A) — 934KB
• g645509g02b38.jpg (GRAPHIC) — 237KB
• g645509g02b39.jpg (GRAPHIC) — 260KB
• g645509g03f11.jpg (GRAPHIC) — 22KB
• g645509g09f73.jpg (GRAPHIC) — 87KB
• g645509g09g74.jpg (GRAPHIC) — 76KB
• g645509g09h75.jpg (GRAPHIC) — 80KB
• g645509g25j66.jpg (GRAPHIC) — 28KB
• g645509g54f10.jpg (GRAPHIC) — 45KB
• 0001193125-24-076556.txt (&nbsp;) — 3530KB
• coke-20231231.xsd (EX-101.SCH) — 4KB
• coke-20231231_def.xml (EX-101.DEF) — 3KB
• coke-20231231_lab.xml (EX-101.LAB) — 3KB
• coke-20231231_pre.xml (EX-101.PRE) — 2KB
• d645509ddef14a_htm.xml (XML) — 101KB

Security Ownership of Directors, Director Nominees and Executive Officers

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

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 Table of Contents 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 Table of Contents 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 requir

Security Ownership of Directors, Director Nominees and Executive Officers

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 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 Table of Contents Principal Stockho

View Full Filing

View this DEF 14A filing on SEC EDGAR