Sector: Consumer Staples
COCA-COLA · Meeting: April 29, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
4-year tenure, no overboarding concerns (holds 1 public board seat as alternate), attendance is satisfactory (~99% overall board attendance), and KO's 3-year TSR of +35.6% outperforms the peer group median by +31.4pp, well below the 65pp trigger threshold for strong positive TSR.
Newly nominated director joining the board in connection with his succession to CEO; he has no prior board tenure at KO and is exempt from the TSR trigger as a new director, with deep operational expertise accumulated over 30 years at the Company.
3-year tenure as a sitting CEO of Markel Group with 2 outside public board seats (within the policy limit of 2 for sitting CEOs), attendance satisfactory, and KO's TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold.
9-year tenure as CEO/Chairman, holds 1 outside public board seat (Pfizer) which is within the 2-seat limit for sitting CEOs, and KO's 3-year TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold for strong positive TSR.
1-year tenure, no outside public board seats, attendance satisfactory, and KO's TSR well outperforms the peer median; no policy triggers apply.
8-year tenure, holds 5 public board seats per the filing but 3 of these are investment company directorships under the Investment Company Act which the proxy explicitly notes as a separate category and the company's own overboarding policy treats as within guidelines; KO's TSR outperforms the peer median by +31.4pp, well below the 65pp trigger, and attendance is satisfactory.
Joined the board October 2025 (approximately 5 months tenure), exempt from the TSR trigger under the 24-month new director exemption; holds 1 outside public board seat (Affirm) within limits; brings relevant fintech and technology expertise.
8-year tenure, holds 3 public board seats (within the 4-seat limit for non-executive directors), attendance satisfactory, and KO's TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold.
13-year tenure as a sitting executive (Executive Chair of Banco Santander), holds 2 public board seats including KO, which is within the 2-seat limit for sitting executives under policy; KO's TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold.
4-year tenure, holds 2 outside public board seats (Under Armour and Walt Disney) within the 4-seat limit, attendance satisfactory, and KO's TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold.
3-year tenure, no outside public board seats, serves as Audit Committee Chair with strong financial expertise as a former PwC partner and CPA, and KO's TSR outperforms the peer median well below the 65pp trigger threshold.
11-year tenure as Lead Independent Director with no outside public board seats, attendance satisfactory, and KO's 3-year TSR outperforms the peer median by +31.4pp, well below the 65pp trigger threshold for strong positive TSR.
All 12 director nominees receive a FOR vote. KO's 3-year total shareholder return of +35.6% outperforms the disclosed compensation peer group median by +31.4 percentage points, well below the 65-percentage-point threshold that would trigger votes against directors under the policy's strong-positive-TSR band. No director is overboarded under policy thresholds, attendance across the full board was approximately 99% in 2025, and no independence, familial, or qualifications concerns were identified. Henrique Braun and Max Levchin are exempt from the TSR trigger as directors within 24 months of joining.
CEO
James Quincey
Total Comp
$31,208,165
Prior Support
N/A
CEO James Quincey received total compensation of approximately $31.2 million for 2025, which is a large figure but broadly consistent with expectations for the CEO of a $330 billion global consumer staples company of KO's complexity and scale. KO's 3-year total shareholder return of +35.6% significantly outperforms the company's disclosed peer group median of +4.2% by +31.4 percentage points, meaning any above-benchmark incentive pay is well justified by superior shareholder returns — the pay-for-performance alignment check is clearly satisfied. The company discloses a clawback policy for incentive compensation, and the compensation structure emphasizes variable, performance-based pay (equity awards tied to long-term performance metrics), consistent with the policy's pay mix requirements.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not contain a complete auditor fee table with specific dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio trigger cannot be confirmed to fire; under policy, the tenure trigger requires confirmed data to apply and absence of disclosure defaults to FOR. EY is a Big 4 firm fully appropriate for a company of KO's scale and complexity, no material financial restatements are disclosed, and no other policy triggers are met based on available information.
5 proposals submitted by shareholders
Proposal 4
Coca-Cola already has a Corporate Governance and Sustainability Committee with explicit oversight of the company's sustainability programs, goals, and risks, which is disclosed in detail in the proxy — the governance infrastructure this proposal seeks to mandate appears to already exist in substance. Requiring a separate sustainability committee to be enshrined in the company's by-laws is a more prescriptive structural change than is warranted given the existing oversight framework, and would constrain the board's flexibility to structure its committees as it sees fit. Without evidence that the current oversight is inadequate or that prior-year shareholder support was strong, the proposal does not clear the bar for support.
Proposal 5
Plastics packaging disclosure proposals of this type are typically filed by ESG advocacy organizations whose primary motivation is environmental advocacy rather than shareholder financial interests, and should be voted against under the policy's symmetry rule for ideological filers. The company already integrates packaging and sustainability goals — including packaging circularity — into its publicly disclosed sustainability strategy and board oversight framework, reducing the incremental value of a mandated additional report. Without confirmed filer identity or strong prior-year support signaling a genuine mainstream shareholder concern, the vote is AGAINST.
Proposal 6
A proposal requesting a report on the 'extent' of DEI efforts can be filed from either a conservative or progressive ideological direction — in the current environment such proposals frequently serve advocacy goals rather than genuine shareholder financial interests. Without knowing the filer's identity or seeing meaningful prior-year support, there is no fiduciary basis to override the board's recommendation against this proposal. The company already publicly discloses human capital management practices and the board's Talent and Compensation Committee oversees culture and people strategy, providing existing transparency on this topic.
Proposal 7
The company operates a comprehensive enterprise risk management program that includes product quality and food safety oversight by the Audit Committee, and these risks are disclosed in the annual Form 10-K; a mandated separate ingredient risk report appears duplicative of existing disclosure. Without evidence of strong prior-year shareholder support or a credible mainstream institutional filer driving this proposal, there is insufficient basis to vote against the board's recommendation. The bar for operational-type disclosure proposals is higher, and this proposal does not clearly demonstrate material information gaps that existing disclosure frameworks fail to address.
Proposal 8
Proposals requesting reports on plans to expand sustainability disclosure are typically filed by ESG advocacy organizations and serve advocacy goals rather than core shareholder financial interests, triggering the policy's ideological filer disqualification. The company already publishes sustainability disclosures, has board-level oversight of sustainability through the Corporate Governance and Sustainability Committee and Audit Committee, and references its sustainability goals throughout the proxy — the incremental value of a further report on disclosure plans is unclear. Without confirmed filer identity evidence of mainstream institutional concern, or strong prior-year support, the vote is AGAINST.
The 2026 Coca-Cola annual meeting presents a clean ballot with no material governance concerns: all 12 director nominees receive FOR votes given the company's strong 3-year total shareholder return of +35.6% that significantly outperforms the peer group median, the Say on Pay vote receives a FOR given CEO pay that appears broadly commensurate with a $330 billion company and strong pay-for-performance alignment, and all five shareholder proposals are voted AGAINST due to existing company disclosure and oversight adequacy combined with unclear filer credentials and no evidence of strong prior-year shareholder support.
18 companies disclosed in 2026 proxy filing
