Coca-Cola Consolidated, Inc.
For the period ended May 13, 2025. Filed Mar 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2025 · Filed Mar 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of Annual Meeting
and
Proxy Statement
2025 Annual Meeting of Stockholders
May 13, 2025
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
March 24, 2025
Dear Stockholder:
On behalf of the Board of Directors and the management of Coca-Cola Consolidated, Inc., I invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Time, on Tuesday, May 13, 2025. The Annual Meeting will be held exclusively via live audio webcast atwww.virtualshareholdermeeting.com/COKE2025. Details regarding how to participate in the Annual Meeting via live audio webcast and the business to be conducted are described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to participate in the Annual Meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.
Thank you for your continued support.
Sincerely,
J. Frank Harrison, III
Chairman and Chief Executive Officer
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211
(980) 392-8298
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
March 24, 2025
To Stockholders of Coca-Cola Consolidated, Inc.:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Coca-Cola Consolidated, Inc. (“Coca-Cola Consolidated”) will be held at 9:00 a.m., Eastern Time, on Tuesday, May 13, 2025 via live audio webcast atwww.virtualshareholdermeeting.com/COKE2025, for the following purposes:
| 1. | To elect the 12 directors nominated by the Board of Directors; |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2025; |
| 3. | To approve the amendment to Coca-Cola Consolidated’s Restated Certificate of Incorporation to effect a 10-for-1 forward stock split of Coca-Cola Consolidated Common Stock and Class B Common Stock and to proportionately increase the number of authorized shares of Coca-Cola Consolidated Common Stock and Class B Common Stock; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Board of Directors unanimously recommends that you vote “FOR” Items 1, 2 and 3. The proxy holders will use their discretion to vote on other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
Stockholders as of the close of business on March 17, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting by visitingwww.virtualshareholdermeeting.com/COKE2025. To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials provided or the instructions that you received by email.
Coca-Cola Consolidated has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at anin-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the virtual meeting site, www.virtualshareholdermeeting.com/COKE2025, that day. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Online check-in will begin at 8:45 a.m., Eastern Time. Please allow ample time for the online check-in process.
Your vote is important. Whether or not you plan to participate in the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you are a stockholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. If you are a stockholder of record and received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the internet site address listed on your Notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the stockholder of record to vote your shares.
By Order of the Board of Directors,
E. Beauregarde Fisher III
Executive Vice President, General Counsel and Secretary
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders To Be Held on May 13, 2025:
The Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report to Stockholders
are available atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.