Coca-Cola Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$KO
Beverages (Production/Distribution)
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2025 (April 30, 2025 )
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (404) 676-2121
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
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Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)The 2025 Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”) was held on Wednesday, April 30, 2025. The results of the matters submitted to a vote of the shareowners at the meeting are set forth below. Pursuant to Delaware law and 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, to serve until the 2026 Annual Meeting of Shareowners, as follows:
| FOR | % FOR | AGAINST | % AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||
| Herb Allen | 2,772,830,425 | 91.96 | 242,548,256 | 8.04 | 9,569,604 | 468,948,446 | ||||||||||||||
| Bela Bajaria | 3,001,968,213 | 99.42 | 17,552,096 | 0.58 | 5,428,376 | 468,948,446 | ||||||||||||||
| Ana Botín | 2,950,210,607 | 97.71 | 69,190,811 | 2.29 | 5,547,267 | 468,948,446 | ||||||||||||||
| Christopher C. Davis | 2,891,569,752 | 95.78 | 127,297,994 | 4.22 | 6,080,939 | 468,948,446 | ||||||||||||||
| Carolyn Everson | 2,955,192,695 | 97.87 | 64,285,508 | 2.13 | 5,470,482 | 468,948,446 | ||||||||||||||
| Thomas S. Gayner | 2,324,087,601 | 76.98 | 694,800,586 | 23.02 | 6,060,498 | 468,948,446 | ||||||||||||||
| Maria Elena Lagomasino | 2,917,331,221 | 96.62 | 102,040,961 | 3.38 | 5,576,091 | 468,948,446 | ||||||||||||||
| Amity Millhiser | 2,974,104,842 | 98.51 | 45,002,386 | 1.49 | 5,841,457 | 468,948,446 | ||||||||||||||
| James Quincey | 2,848,369,604 | 94.36 | 170,359,116 | 5.64 | 6,219,766 | 468,948,446 | ||||||||||||||
| Caroline J. Tsay | 2,985,149,292 | 98.89 | 33,610,907 | 1.11 | 6,188,484 | 468,948,446 | ||||||||||||||
| David B. Weinberg | 2,942,878,744 | 97.48 | 76,178,175 | 2.52 | 5,891,158 | 468,948,446 | ||||||||||||||
Item 2. Advisory Vote to Approve Executive Compensation. Votes regarding this advisory proposal were as follows:
| Votes Cast For: | 2,767,288,785 | 91.83 | % | |||||
| Votes Cast Against: | 246,186,644 | 8.17 | % | |||||
| Abstentions: | 11,472,537 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 3. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors. Votes regarding this proposal were as follows:
| Votes Cast For: | 3,268,034,924 | 93.73 | % | |||||
| Votes Cast Against: | 218,550,855 | 6.27 | % | |||||
| Abstentions: | 7,311,352 | |||||||
| Broker Non-Votes: | N/A | |||||||
Item 4. Shareowner Proposal Regarding an Assessment of Non-Sugar Sweeteners. Votes regarding this proposal were as follows:
| Votes Cast For: | 339,274,116 | 11.34 | % | |||||
| Votes Cast Against: | 2,653,295,506 | 88.66 | % | |||||
| Abstentions: | 32,378,489 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 5. Shareowner Proposal Regarding a Report on Food Waste. Votes regarding this proposal were as follows:
| Votes Cast For: | 374,840,479 | 12.47 | % | |||||
| Votes Cast Against: | 2,630,753,596 | 87.53 | % | |||||
| Abstentions: | 19,354,036 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 6. Shareowner Proposal Regarding Creation of an Improper Influence Board Committee. Votes regarding this proposal were as follows:
| Votes Cast For: | 25,287,604 | 0.84 | % | |||||
| Votes Cast Against: | 2,976,110,387 | 99.16 | % | |||||
| Abstentions: | 23,550,120 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 7. Shareowner Proposal Regarding DEI Goals in Executive Pay. Votes regarding this proposal were as follows:
| Votes Cast For: | 33,011,861 | 1.10 | % | |||||
| Votes Cast Against: | 2,979,057,601 | 98.90 | % | |||||
| Abstentions: | 12,875,035 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 8. Shareowner Proposal Regarding a Report on Brand Image Impacts. Votes regarding this proposal were as follows:
| Votes Cast For: | 139,431,378 | 4.66 | % | |||||
| Votes Cast Against: | 2,851,063,155 | 95.34 | % | |||||
| Abstentions: | 34,454,139 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 9. Shareowner Proposal Regarding a Report on Civil Liberties in Advertising Services. Votes regarding this proposal were as follows:
| Votes Cast For: | 22,736,381 | 0.76 | % | |||||
| Votes Cast Against: | 2,978,182,926 | 99.24 | % | |||||
| Abstentions: | 24,029,378 | |||||||
| Broker Non-Votes: | 468,948,446 | |||||||
Item 9.01(d). Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit No. | Description | ||||
| Exhibit 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE COCA-COLA COMPANY (REGISTRANT) | ||||||||
| Date: May 2, 2025 | By: | /s/ Monica Howard Douglas | ||||||
| Monica Howard Douglas Executive Vice President and Global General Counsel | ||||||||