2020 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF SHAREOWNERS Wednesday, April 22, 2020 | 8:30 a.m. local time | World of Coca-Cola | Atlanta, Georgia Table of Contents 1 NOTICE OF 2020 ANNUAL MEETING OF SHAREOWNERS 3 2 LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER 4 3 LETTER FROM OUR LEAD INDEPENDENT DIRECTOR ON BEHALF OF THE BOARD 6 OF DIRECTORS 4 ABOUT THE COCA-COLA COMPANY 8 5 VOTING ROADMAP 10 6 GOVERNANCE 11 ITEM 1 Election of Directors 11 Director Compensation 35 Board and Committee Governance 22 Director Independence and Related Person Transactions 39 Additional Governance Matters 30 7 SHARE OWNERSHIP 42 Ownership of Equity Securities of the Company 42 Delinquent Section 16(a) Reports 44 8 COMPENSATION 45 ITEM 2 Advisory Vote to Approve 45 Compensation Tables 69 Executive Compensation Payments on Termination or Change in Control 80 Compensation Discussion and Analysis 46 Equity Compensation Plan Information 85 Compensation Committee Report 68 Pay Ratio Disclosure 86 Compensation Committee Interlocks and 68 Insider Participation 9 AUDIT MATTERS 87 Report of the Audit Committee 87 ITEM 3 Ratification of the Appointment of 90 Ernst & Young LLP as Independent Auditors 10 SHAREOWNER PROPOSAL 93 ITEM 4 Shareowner Proposal on Sugar and 93 Public Health 11 ANNEXES 96 ANNEX A — Questions and Answers 96 ANNEX B — Summary of Plans 104 Proxy Materials and Voting Information 96 ANNEX C — Reconciliation of GAAP and 107 Non-GAAP Financial Measures Meeting Information 100 Company Documents, Communications, 102 ANNEX D — Cautionary Note Regarding 109 Shareowner Proposals and Director Nominees Forward-Looking Statements QUESTIONS AND ANSWERS Please see Questions and Answers in Annex A beginning on page 96 for important information about the proxy materials, voting, the 2020 Annual Meeting of Shareowners, Company documents, communications and the deadlines to submit shareowner proposals and Director nominees for the 2021 Annual Meeting of Shareowners. Additional questions may be directed to Shareowner Services at (404) 676-2777 or [email protected]. Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”). 2 The Coca-Cola Company THE COCA-COLA COMPANY ONE COCA-COLA PLAZA ATLANTA, GEORGIA 30313 Notice of 2020 Annual Meeting 1 of Shareowners 1 Meeting information Items of Business Our Board’s Recommendation WHEN COMPANY PROPOSALS Wednesday, April 22, 2020 8:30 a.m. local time Elect as Directors the 12 Director nominees named in the FOR each 1 attached Proxy Statement to serve until the 2021 Annual Director 11 Meeting of Shareowners. Nominee WHERE Conduct an advisory vote to approve FOR 45 World of Coca-Cola 2 executive compensation. 121 Baker Street NW Atlanta, Georgia 30313 Ratify the appointment of Ernst & Young LLP as 3 Independent Auditors of the Company to serve for the FOR 90 2020 fiscal year. RECORD DATE SHAREOWNER PROPOSAL Holders of record of our Vote on a shareowner proposal on sugar and public health, if AGAINST 93 Common Stock as of 4 properly presented at the meeting. February 24, 2020 are entitled to notice of, and to Shareowners will also transact such other business as may properly come before the meeting vote at, the meeting. and at any adjournments or postponements of the meeting. Advance Voting Methods AUDIOCAST OF THE Please vote using one of the following advance voting methods. Make sure to have your proxy MEETING card or voting instruction form in hand and follow the instructions. Access links to vote, listen to a live audiocast of the SHAREOWNERS OF RECORD meeting, submit questions (your shares are registered on the books of the Company via Computershare) and learn more about our Internet Telephone Mail Company at www.investorvote. Call 1-800-652-VOTE or the telephone Sign, date and return www.coca-colacompany. com/coca-cola number on your proxy card your proxy card com/annual-meeting-of- shareowners. BENEFICIAL OWNERS (your shares are held through your bank or brokerage account) Internet Telephone Mail www.proxyvote.com Call 1-800-454-8683 or the telephone Sign, date and ATTENDING THE MEETING number on your voting instruction form return your voting If you plan to attend the instruction form 2020 Annual Meeting of Shareowners in person, you Not all beneficial owners may vote at the web address and phone number provided above. If must register in advance. your control number is not recognized, please refer to your voting instruction form for specific voting instructions. See page 100 for details. IMPORTANT NOTICE REGARDING IT IS VERY IMPORTANT THAT YOU VOTE to play March 5, 2020 THE AVAILABILITY OF PROXY a part in the future of the Company. Please carefully By Order of the Board MATERIALS FOR THE 2020 ANNUAL review the proxy materials for the 2020 Annual of Directors MEETING OF SHAREOWNERS TO BE Meeting of Shareowners and follow the instructions HELD ON APRIL 22, 2020. above to cast your vote on all of the voting matters. Jennifer D. Manning The Notice of Annual Meeting, We are making this Proxy Statement and the form of Associate General Counsel Proxy Statement and Annual Report proxy first available on or about March 5, 2020. and Corporate Secretary on Form 10-K for the year ended December 31, 2019 are available at www.edocumentview.com/coca-cola. 2020 Proxy Statement 3 Letter from our Chairman 2 and Chief Executive Officer To my fellow shareowners: On behalf of the Board of Directors and the leadership of The Coca-Cola Company, I want to thank you for your investment. It is my privilege to serve as Chairman and Chief Executive Officer, and I appreciate the responsibility and trust involved in helping shape this great business for continued success in the future. In the 134 years since Coca-Cola was invented, the brand has grown and the Company has evolved enormously. Today, we offer more than 500 brands and more than 4,700 products, including reduced-sugar drinks and smaller packages. The speed of change we see today is, arguably, faster than ever. We’ve been on a continuous journey to evolve as a total beverage company – and I’d emphasize the word journey, because it is something that never ends. While our portfolio has grown and diversified, especially in recent years, Trademark Coca-Cola remains at our core. This brand is one part of the consistency that has made us a great Company for so long. REFRESH THE WORLD, MAKE A DIFFERENCE The core purpose of The Coca-Cola Company is important to reiterate – we exist to refresh the world and make a difference. By operating this way, we’ve been James Quincey successful as a system for more than a century and, along the way, we’ve continually Chairman and Chief Executive Officer created value for a broad and diverse group of stakeholders. This forms the foundation that allows us to generate strong returns for you, our shareowners. We’ve spent a considerable amount of time lately reflecting on the purpose of our Company, especially in light of the rapid changes in the world around us. What we’ve learned is that the Company’s purpose remains unique. It’s why we exist, and it’s Our purpose is needed now, more than ever. supported by a vision Our purpose is supported by a vision to craft brands that people love – brands that to craft brands that refresh them in body and spirit. We do this in ways that create a more sustainable people love – brands business and a better shared future that makes a difference in people’s lives, that refresh them communities and our planet. in body and spirit. We’re playing our part in seeking solutions to some of the world’s key challenges, We do this in ways including water and packaging waste. And we invest in people’s lives, from our employees to all those who touch our business system. that create a more sustainable business OUR PROGRESS IN 2019 and a better shared When I reflect on the work of the Company leaders who came before us, I’m struck future that makes a by how forward-thinking they were. Their long-term vision for the business was vital. difference in people’s We, too, are shaping The Coca-Cola Company not just for the quarters ahead but lives, communities for years and decades down the road. and our planet. At the same time, we’re working to make progress every day. As I think back on 2019, it was a meaningful year in the evolution of our Company. 4 The Coca-Cola Company LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER 2 Importantly, it was a period of revenue growth and value share gains across the world. Sparkling soft drinks remained critical to our business. Our ability to grow revenue for these brands helped fuel and enable new innovations and investments. People love Trademark Coca-Cola, and we’re doing more with the trademark than ever before. Coca-Cola Zero Sugar continued to grow in the double digits globally. 2019 Business Coca-Cola Orange Vanilla was our first new Trademark Coca-Cola flavor in 12 years. Highlights We expanded Coca-Cola with Coffee across more than 35 additional markets. 2 ● Continued to gain value We also introduced Coca-Cola Energy in more than 45 markets. Our approach share in total nonalcoholic with Coca-Cola Energy – to be fast, nimble and ready to make changes – stands ready-to-drink beverages out as an example of what we want to see from people across our Company.