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The following is an excerpt from a DEF 14A SEC Filing, filed by COCA COLA CO on 3/5/2009.
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COCA COLA CO - DEF 14A - 20090305 - PROXY_STATEMENT


PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREOWNERS
TO BE HELD APRIL 22, 2009

        Our Board of Directors (the "Board") is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 2009 Annual Meeting of Shareowners of The Coca-Cola Company (the "Company"). The meeting will be held at the Gwinnett Center, Grand Ballroom, Duluth, Georgia on April 22, 2009, at 9:00 a.m., local time. The proxies also may be voted at any adjournments or postponements of the meeting.

       The mailing address of our principal executive offices is The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. We are first furnishing the proxy materials to shareowners on March 5, 2009.

       All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

       Only owners of record of shares of Common Stock of the Company (the "Common Stock") at the close of business on February 23, 2009, the record date, are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held. On February 23, 2009, the record date, there were 2,314,658,162 shares of Common Stock issued and outstanding.



QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING

1.    What is a proxy?

       It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the 2009 Annual Meeting of Shareowners. These three officers are Gary P. Fayard, Geoffrey J. Kelly and Cynthia P. McCague.

2.    What is a proxy statement?

       It is a document that Securities and Exchange Commission ("SEC") regulations require us to give you when we ask you to sign a proxy card designating Gary P. Fayard, Geoffrey J. Kelly and Cynthia P. McCague as proxies to vote on your behalf.

3.
What is the difference between holding shares as a shareowner of record and as a beneficial shareowner?

       If your shares are registered directly in your name with the Company's registrar and transfer agent, Computershare Trust Company, N.A., you are considered a shareowner of record with respect to those shares.

       If your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.

4.    How do I attend the meeting? What do I need to bring?

       You need to bring documentation showing that you owned Common Stock on the record date of February 23, 2009. If you are a shareowner of record and received your proxy materials by mail, your admission ticket is attached to your proxy card. If you received your proxy materials by e-mail and voted your shares electronically via the Internet, you can print an admission ticket after you have voted by clicking on the link provided.

       If you are a beneficial owner, bring your most recent brokerage statement with you to the meeting. We can use that to verify your ownership of Common Stock and admit you to the meeting; however, you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 5 .

        You also will need to bring a photo ID to gain admission.

       Please note that cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.

5.    How can I vote at the meeting if I am a beneficial owner?

       You will need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy.

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       Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

       If you do not receive the legal proxy in time, you can follow the procedures described in the response to question 4 to gain admission to the meeting. However, you will not be able to vote your shares at the meeting.

6.    What shares are included on the proxy card?

       If you are a shareowner of record you will receive only one proxy card for all the shares of Common Stock you hold:

    in certificate form;

    in book-entry form; and

    in any Company benefit plan.

       If you hold shares of Common Stock in any Company benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plans will not vote your benefit plan shares. To allow sufficient time for voting by the administrators, your voting instructions must be received by April 17, 2009.

7.    How can I view the live webcast of the meeting?

       You can view the live webcast of the meeting by logging on to our website at www.thecoca-colacompany.com  and clicking on "Investors", then clicking on "Investors Webcasts", then clicking on the link to the webcast. An archived copy of the webcast will be available until May 22, 2009.

       We have included the website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

8.    What different methods can I use to vote?

       By Written Proxy.     All shareowners of record can vote by written proxy card. If you are a beneficial owner, you will receive a written proxy card or a vote instruction form from your bank or broker.

       By Telephone or Internet.     All shareowners of record also can vote by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate shareowners' identities, to allow shareowners to vote their shares, and to confirm that their instructions have been recorded properly.

       In Person.     All shareowners of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 5.

9.    What is the record date and what does it mean?

       The record date for the 2009 Annual Meeting of Shareowners is February 23, 2009. The record date is established by the Board as required by the Delaware General Corporation Law ("Delaware

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Law") and the Company's By-Laws. Owners of record of Common Stock at the close of business on the record date are entitled to:

    receive notice of the meeting; and

    vote at the meeting and any adjournments or postponements of the meeting.

10.  What can I do if I change my mind after I vote my shares?

       Shareowners can revoke a proxy prior to the completion of voting at the meeting by:

    giving written notice to the Office of the Secretary of the Company;

    delivering a later-dated proxy; or

    voting in person at the meeting (unless you are a beneficial owner without a legal proxy, as described in the response to question 5).

11.  Are votes confidential? Who counts the votes?

       We will continue our long-standing practice of holding the votes of all shareowners in confidence from Directors, officers and employees except:

    as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;

    in the case of a contested proxy solicitation;

    if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management; or

    to allow the independent inspectors of election to certify the results of the vote.

       We also will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.

12.
What are my voting choices when voting for Director nominees identified in this proxy statement, and what vote is needed to elect Directors?

       In the vote on the election of 14 Director nominees identified in this proxy statement to serve until the 2010 Annual Meeting of Shareowners, shareowners may:

    vote in favor of all nominees;

    vote in favor of specific nominees;

    vote against all nominees;

    vote against specific nominees;

    abstain from voting with respect to all nominees; or

    abstain from voting with respect to specific nominees.

       Directors will be elected by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

       The Board recommends a vote FOR each of the nominees.

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13.
What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as independent auditors, and what vote is needed to ratify their appointment?

       In the vote on the approval of the appointment of Ernst & Young LLP as independent auditors, shareowners may:

    vote in favor of the ratification;

    vote against the ratification; or

    abstain from voting on the ratification.

       The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

       The Board recommends a vote FOR the ratification.

14.
What are my voting choices when voting on each shareowner proposal properly presented at the meeting, and what vote is needed to approve any of the shareowner proposals?

       A separate vote will be held on each of the four shareowner proposals that is properly presented at the meeting. In voting on each of the proposals, shareowners may:

    vote in favor of the proposal;

    vote against the proposal; or

    abstain from voting on the proposal.

       In order to be approved, each shareowner proposal will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

       The Board recommends a vote AGAINST each of the four shareowner proposals.

15.  What if I do not specify a choice for a matter when returning a proxy?

       Shareowners should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

    FOR the election of all Director nominees as set forth in this proxy statement;

    FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors; and

    AGAINST each of the shareowner proposals that is properly presented at the meeting.

16.  How are abstentions and broker non-votes counted?

       Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote.

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17.
Does the Company have a policy about Directors' attendance at the Annual Meeting of Shareowners?

       The Company does not have a policy about Directors' attendance at the Annual Meeting of Shareowners. All persons who were serving as Directors at the time attended the 2008 Annual Meeting of Shareowners.

18.
Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K on the Internet?

       The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2008, are available at www.edocumentview.com/coca-cola . Instead of receiving future copies of our Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K by mail, shareowners of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

       Shareowners of Record.     If you vote on the Internet at www.envisionreports.com/coca-cola , simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly to www.eTree.com/coca-cola and following the enrollment instructions. As a thank you to each shareowner enrolling in electronic delivery, the Company will have a tree planted on the shareowner's behalf at no cost to the shareowner.

       Beneficial owners.     If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

19.  How are proxies solicited and what is the cost?

       We bear all expenses incurred in connection with the solicitation of proxies. We have engaged D.F. King & Co. to assist with the solicitation of proxies for an estimated fee of $26,500 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.

       Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.   
   
    

      
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareowners to be held on April 22, 2009
   

 

 

        The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2008 are available at www.edocumentview.com/coca-cola .

 

 
         

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ELECTION OF DIRECTORS

(Item 1)

Board of Directors

       The Company's By-Laws provide for the annual election of Directors. The Company's By-Laws also provide that the number of Directors shall be determined by the Board, which has set the number at 14 effective at the 2009 Annual Meeting of Shareowners. The Company's By-Laws further provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director is not elected, he or she has agreed that an irrevocable letter of resignation will be submitted to the Board. The Committee on Directors and Corporate Governance will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance and publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation will not participate in the decisions of the Committee on Directors and Corporate Governance or the Board of Directors that concern such resignation.

       The terms of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, E. Neville Isdell, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams will expire at the 2009 Annual Meeting of Shareowners. The Board has nominated each of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Muhtar Kent, Donald R. Keough, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams to stand for reelection. E. Neville Isdell is not standing for reelection.

       Since the 2008 Annual Meeting of Shareowners, the Board of Directors, upon recommendation of the Committee on Directors and Corporate Governance, elected Maria Elena Lagomasino as a Director. The Committee on Directors and Corporate Governance recommended Ms. Lagomasino based on the Committee's knowledge of her experience due to her prior service as Director of the Company. The Board has nominated Ms. Lagomasino for election as a Director at the 2009 Annual Meeting of Shareowners.

       If elected, all of these Directors will hold office until the 2010 Annual Meeting of Shareowners and until his or her successor is elected and qualified.

       We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.

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Director not standing for reelection

E. Neville Isdell

GRAPHIC

       E. Neville Isdell joined the Coca-Cola system in 1966. From that time until his initial retirement from the Company in 1998, he held a variety of positions including Senior Vice President of the Company and President of the Greater Europe Group. In June 2004, he answered the call to come out of retirement to lead the Company as its Chairman of the Board and Chief Executive Officer. Under Mr. Isdell's leadership, the Company delivered solid business results. Mr. Isdell also led the Company's corporate social responsibility efforts and improved the Company's leadership structure.

       Mr. Isdell's service as Chief Executive Officer of the Company ended on June 30, 2008 and his current term as Chairman of the Board of Directors of the Company expires at the Annual Meeting of Shareowners. He has chosen to retire from the Company and is not seeking reelection. The Directors, management and employees of the Company would like to express their gratitude to Mr. Isdell for his 30 plus years of stellar service and dedication to the Company.


        The Board of Directors recommends a vote FOR the election of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B. Williams.

 

GRAPHIC

 

HERBERT A. ALLEN                                                              Director since 1982
                                                                                                                    Age 69
  
Mr. Allen is President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm, and has held these positions for more than the past five years. He is a Director of Convera Corporation.
            

 

GRAPHIC

 

RONALD W. ALLEN                                                               Director since 1991
                                                                                                                     Age 67
  
Mr. Allen is an Advisory Director of Delta Air Lines, Inc., a major U.S. air transportation company. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. He retired as Delta's Chairman of the Board, President and Chief Executive Officer in July 1997. He is a Director of Aaron Rents, Inc., Aircastle Limited, Interstate Hotels & Resorts, Inc. and Guided Therapeutics, Inc.
            

 

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GRAPHIC

 

CATHLEEN P. BLACK                                                             Director since 1993
                                                                                                                       Age 64
  
Ms. Black is President, Hearst Magazines, a unit of Hearst Corporation, a major media and communications company, and has held this position since November 1995. Ms. Black has been a Director of Hearst Corporation since January 1996. She served as a Director of the Company from April 1990 to May 1991, and was again elected as a Director in October 1993. Ms. Black is a Director of International Business Machines Corporation.
            

 

GRAPHIC

 

BARRY DILLER                                                                       Director since 2002
                                                                                                                     Age 67
  
Mr. Diller is Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp, an interactive commerce company. He is also Chairman of the Board and Senior Executive of Expedia, Inc., an online travel company. He has held his position with IAC and its predecessors since August 1995. He is a Director of The Washington Post Company and non-executive Chairman of the Board of Ticketmaster Entertainment, Inc.
            

 

GRAPHIC

 

ALEXIS M. HERMAN                                                             Director since 2007
                                                                                                                     Age 61
  
Ms. Herman serves as Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, and has held these positions since 2001. She also serves as Chair of Toyota Motor Corporation's North American Diversity Advisory Board. She also serves as Chair of the Business Advisory Board of Sodexho, Inc., an integrated food and facilities management services company. As chair of the Company's Human Resources Task Force from 2001 to 2006, Ms. Herman worked with the Company to identify ways to improve its human resources policies and practices following the November 2000 settlement of an employment lawsuit. From 1997 to 2001, she served as U.S. Secretary of Labor. She is also a Director of Cummins Inc., Entergy Corporation and MGM Mirage.
    

 

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GRAPHIC

 

MUHTAR KENT                                                                       Director since 2008
                                                                                                                      Age 56
  
Muhtar Kent is President and Chief Executive Officer of the Company and has held these positions since July 1, 2008. From December 2006 through June 2008, Mr. Kent served as President and Chief Operating Officer of the Company. From January 2006 through December 2006, Mr. Kent served as President of Coca-Cola International and from May 2005 through January 2006, he was President and Chief Operating Officer of the Company's North Asia, Eurasia and Middle East Group. Mr. Kent originally joined the Company in 1978 and held a variety of marketing and operations roles until 1995, when he became Managing Director of Coca-Cola Amatil Limited-Europe. From 1999 until his return to the Company in May 2005, he served as President and Chief Executive Officer of the Efes Beverage Group, the majority shareholder of Turkish bottler Coca-Cola Içecek A.S.
            

 

GRAPHIC

 

DONALD R. KEOUGH                                                           Director since 2004
                                                                                                                     Age 82
  
Mr. Keough is non-executive Chairman of the Board of Allen & Company Incorporated, a privately held investment firm, and non-executive Chairman of the Board of Allen & Company LLC, an investment banking firm, and has held these positions for more than the past five years. Mr. Keough retired as President, Chief Operating Officer and a Director of the Company in April 1993, positions he had held since March 1981. He was again elected as a Director in February 2004. He is a Director of Berkshire Hathaway Inc. and IAC/InterActiveCorp.
            

 

GRAPHIC

 

MARIA ELENA LAGOMASINO                                          Director since 2008
                                                                                                                   Age 59
  
Maria Elena Lagomasino is Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., and has held this position since November 2005. From September 2001 to March 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co. Prior to assuming this position, she was managing director of The Chase Manhattan Bank in charge of its Global Private Banking Group. She served as a Director of the Company from April 2003 to April 2006. Ms. Lagomasino is a Director of Avon Products, Inc.
            

 

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GRAPHIC

 

DONALD F. McHENRY                                                          Director since 1981
                                                                                                                     Age 72
  
Mr. McHenry is Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University. He has held this position for more than the past five years. From 1981 to May 2007, he was a principal owner and President of the IRC Group, LLC, a Washington, D.C. consulting firm.
            

 

GRAPHIC

 

SAM NUNN                                                                            Director since 1997
                                                                                                                     Age 70
  
Mr. Nunn is Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a position he has held since 2001. The Nuclear Threat Initiative is a charitable organization working to reduce the global threats from nuclear, biological and chemical weapons. He served as a member of the United States Senate from 1972 through 1996. He is a Director of Chevron Corporation, Dell Inc. and General Electric Company.
            

 

GRAPHIC

 

JAMES D. ROBINSON III                                                      Director since 1975
                                                                                                                    Age 73
  
Mr. Robinson is General Partner of RRE Ventures, a private information technology-focused venture capital firm, and has held this position since 1994. He is also President of JD Robinson, Inc., a strategic advisory firm. From June 2005 until February 2008, he was non-executive Chairman of the Board of Bristol-Myers Squibb Company. He previously served as Chairman and Chief Executive Officer of American Express Company from 1977 to 1993. Mr. Robinson is a Director of Novell,  Inc.
            

 

GRAPHIC

 

PETER V. UEBERROTH                                                        Director since 1986
                                                                                                                   Age 71
  
Mr. Ueberroth is an investor and Chairman of the Contrarian Group, Inc., a business management company, and has held this position since 1989. He is the non-executive Co-Chairman of Pebble Beach Company. Mr. Ueberroth is also a Director of Aircastle Limited.
            

 

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GRAPHIC

 

JACOB WALLENBERG                                                           Director since 2008
                                                                                                                      Age 53
  
Mr. Wallenberg is Chairman of the Board of Investor AB, a Swedish industrial holding company, and has held this position since April 2005. Mr. Wallenberg is also Vice Chairman of Skandinaviska Enskilda Banken AB, a North European financial group, having served as its Chief Executive Officer from 1997 to 1998 and as its Chairman of the Board from April 1998 to April 2005. Mr. Wallenberg also serves as Vice Chairman of Atlas Copco AB and SAS AB, both Swedish companies. Since January 2008, Mr. Wallenberg is a Senior Advisor to Foundation Asset Management Sweden AB. From January 2006 until December 2007, he was a Senior Advisor to Thisbe AB. He was acting Chairman of W Capital Management AB from January 2002 to December 2005. He is a Director of ABB Ltd.
            

 

GRAPHIC

 

JAMES B. WILLIAMS                                                              Director since 1979
                                                                                                                      Age 75
  
Mr. Williams retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, which positions he had held for more than five years. He is a Director of Marine Products Corporation, Rollins, Inc. and RPC, Inc.
            

 

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Ownership of Equity Securities of the Company

       The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the Summary Compensation Table on page 51 (the "Named Executive Officers"), and our Directors and Executive Officers as a group, all as of February 23, 2009.

Name   Aggregate Number
of Shares
Beneficially Owned
  Percent of
Outstanding
Shares 19
 
Herbert A. Allen     8,853,320 1   *  
Ronald W. Allen     12,000 2   *  
Cathleen P. Black     10,200 3   *  
Barry Diller     1,000 4   *  
Alexis M. Herman     1,000 5   *  
Donald R. Keough     5,040,938 6   *  
Maria Elena Lagomasino     2,000     *  
Donald F. McHenry     33,201 7   *  
Sam Nunn     1,000 8   *  
James D. Robinson III     63,827 9   *  
Peter V. Ueberroth     61,000 10   *  
Jacob Wallenberg     1,000     *  
James B. Williams     100,678,970 11   4.35%  
E. Neville Isdell     3,204,318 12   *  
Muhtar Kent     611,448 13   *  
Alexander B. Cummings, Jr.     836,215 14   *  
Gary P. Fayard     1,434,528 15   *  
Irial Finan     661,887 16   *  
José Octavio Reyes     909,930 17   *  
All Directors and Executive Officers as a Group (27 Persons)     125,022,927 18   5.38%  

       * Less than 1% of issued and outstanding shares of Common Stock.

        1 Includes 2,847,920 shares held by Allen & Company Incorporated ("ACI") and 5,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 14,943 share units deferred under The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the "Directors' Plan"), which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Compensation Plan for Non-Employee Directors of The Coca-Cola Company in effect until December 31, 2008 (the "Prior Directors' Plan"), which are subject to the achievement of performance goals.

        2 Includes 2,000 shares held by Mr. Allen's wife. Mr. Allen has disclaimed beneficial ownership of such shares. Does not include 13,768 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include

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6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        3 Includes 10,200 shares jointly held with Ms. Black's husband. Does not include 32,260 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        4 Does not include 16,349 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        5 Does not include 782 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        6 Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 216,600 shares held by a limited liability company in which Mr. Keough's children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 216,600 shares except to the extent of his pecuniary interest therein. Does not include 8,407 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        7 Includes 7,300 shares over which Mr. McHenry has shared investment control as one of three guardians and 504 shares held by Mr. McHenry's grandchildren. Does not include 16,484 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        8 Does not include 26,979 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        9 Includes 31,600 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,580,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 26,756 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

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        10 Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 40,270 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        11 Includes 84,842,270 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 49,845 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

        12 Includes 5,475 shares credited to Mr. Isdell's accounts under The Coca-Cola Company Thrift & Investment Plan (the "Thrift Plan"), 589,610 shares of restricted stock and 2,413,478 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 16,959 share units credited to his account under The Coca-Cola Company Supplemental Thrift Plan (the "Supplemental Thrift Plan"), which are settled in cash after retirement.

        13 Includes 28,170 shares credited to Mr. Kent's accounts under the Thrift Plan, 52,500 shares of restricted stock, 50,000 shares that are subject to performance criteria and 436,378 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 5,183 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

        14 Includes 6,049 shares credited to Mr. Cummings' accounts under the Thrift Plan, 52,500 shares of restricted stock, and 763,555 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 57,935 restricted stock units and 5,782 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

        15 Includes 7,279 shares credited to Mr. Fayard's accounts under the Thrift Plan, 137,369 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 1,195,239 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 8,598 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

        16 Includes 112,500 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 485,062 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 4,188 share units credited to Mr. Finan's account under The Coca-Cola Export Corporation International Thrift Plan (the "International Thrift Plan"), which are settled in cash after retirement.

        17 Includes 64,510 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 845,420 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 105,000 restricted stock units, which will be settled in shares upon vesting, and 796 share units credited to Mr. Reyes' account under the International Thrift Plan, which are settled in cash after retirement.

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        18 Includes 1,134,850 shares of restricted stock, 190,000 shares that are subject to performance criteria, 8,365,780 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009 and 75,638 shares credited to accounts under the Thrift Plan. Does not include 246,061 share units deferred under the Directors' Plan, 70,362 share units credited under the Prior Directors' Plan which are subject to the achievement of performance goals, 302,381 restricted stock units, which will be settled in shares upon vesting, 17,361 share units credited to accounts under the International Thrift Plan and 52,149 share units credited to accounts under the Supplemental Thrift Plan.

        19 Share units credited under the Directors' Plan, the Prior Directors' Plan, the International Thrift Plan and the Supplemental Thrift Plan are not included as outstanding shares in calculating these percentages. Restricted stock units, which will be settled in shares upon vesting, also are not included.

Principal Shareowners

       Set forth in the table below is information about the number of shares held as of December 31, 2008 by persons we know to be the beneficial owners of more than five percent of the issued and outstanding Common Stock. The percentage ownership is stated as of February 23, 2009.

Name and Address
  Number of Shares
Beneficially Owned
  Percent of Class
as of
February 23, 2009
 
Berkshire Hathaway Inc. 1
1440 Kiewit Plaza
Omaha, Nebraska 68131
    200,000,000         8.64%
 

        1 Berkshire Hathaway Inc. ("Berkshire Hathaway"), a diversified holding company, has informed the Company that, as of December 31, 2008, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

       Executive Officers, Directors and certain persons who own more than ten percent of the outstanding shares of Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and related regulations:

    to file reports of their ownership of Common Stock with the SEC and the New York Stock Exchange (the "NYSE"); and

    to furnish us with copies of the reports.

       We received written representations from each such person who did not file an annual statement on Form 5 with the SEC that no Form 5 was due. Based on our review of the reports and representations, we believe that all required Section 16(a) reports were timely filed in 2008.

Information About the Board of Directors and Corporate Governance

       The Board is elected by the shareowners to oversee their interest in the long-term health and the overall success of the business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareowners. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

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       The Committee on Directors and Corporate Governance periodically reviews and assesses the Company's corporate governance policies. The Board engaged Ram Charan, a noted author and expert on corporate governance and business matters, as a consultant on corporate governance issues during 2008.

       The Chairman of the Committee on Directors and Corporate Governance, James D. Robinson III, presides at all meetings of non-management Directors, as well as all meetings of independent Directors. These meetings of non-management Directors are held on a regular basis and include the meeting at which the evaluation of the Chief Executive Officer is conducted. The Committee on Directors and Corporate Governance leads the Board's process of Board and Committee evaluations and carefully examines the performance and qualifications of each incumbent Director or nominee for Director before deciding whether to recommend him or her to the Board for renomination or nomination, as the case may be.

    Independence Determinations

       In making independence determinations, the Board observes all criteria for independence established by the SEC, the NYSE and other governing laws and regulations. The Board considers all relevant facts and circumstances in making an independence determination. To be considered independent:

    the Director must meet the bright-line independence tests under the listing standards of the NYSE; and

    the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company.

       The Board has adopted categorical standards as part of the Company's Corporate Governance Guidelines, which provide that the following will not be considered material relationships that would impact a Director's independence:

    1.
    The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more;

    2.
    The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more;

    3.
    The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company's outside auditing firm) that does business with, or receives donations from, the Company;

    4.
    The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company; or

    5.
    The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a

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      single fiscal year of less than $1 million or 2% of that organization's consolidated gross revenues, whichever is more.

       The Board did not consider transactions with entities in which the Director or an immediate family member served only as a director or trustee. Nor did the Board consider transactions of less than $120,000 or transactions with entities in which the Director or an immediate family member had a less than 10% interest.

       The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director may have with the Company. As a result of its annual review, the Board has determined that none of the following Directors has a material relationship with the Company and, as a result, such Directors are independent: Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B. Williams. None of the Directors who were determined to be independent had any relationships that were outside the categorical standards identified above.

       The Board examined the Company's relationship with Hearst Corporation and its subsidiaries. Cathleen P. Black, one of our Directors, is Senior Vice President and a director of Hearst Corporation. She is also Senior Vice President and a director of Hearst Communications, Inc. and President of its Hearst Magazines unit. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Hearst Corporation, (ii) the payments were for print and media advertising in the ordinary course of business, and (iii) the Company has had a relationship with Hearst Corporation for many years prior to Ms. Black's relationship with either the Company or Hearst Corporation. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Ms. Black's status as an independent Director.

       The Board examined payments made by the Company to IAC/InterActiveCorp and its subsidiaries ("IAC") where Barry Diller, one of our Directors, is Chairman of the Board and Chief Executive Officer. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and IAC, (ii) the payments were for on-line advertising in the ordinary course of business, and (iii) the Company has had a relationship with the predecessors of IAC for many years prior to Mr. Diller's service as a Director of the Company. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Diller's status as an independent Director.

       The Board examined the Company's charitable donations and sponsorships to Points of Light Institute, where a daughter of Sam Nunn, one of our Directors, serves as President, Chief Executive Officer and a Director. The Board determined that this relationship was not material since (i) the amounts involved were a small percentage of the revenues or donations received by Points of Light Institute and a small percentage of the Company's overall charitable donations and sponsorships, and (ii) the donations and sponsorships were within the Company's philosophy of supporting local and civic organizations in the communities where we operate. This relationship is within the rules of the NYSE and falls within categorical standard number 5 above. The relationship is consistent with Mr. Nunn's status as an independent Director.

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       The indirect relationship between the Company and James D. Robinson III, one of our Directors, is described on page 25. The Board determined that this relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Delaware North Companies, Inc. ("Delaware North"), (ii) the interest is indirect, and (iii) the Company has had a business relationship with Delaware North for over 75 years. This relationship is in the Company's ordinary course of business and is within the rules of the NYSE. This relationship falls within categorical standard number 1 above. The relationship is consistent with Mr. Robinson's status as an independent Director.

       A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the National Basketball Association (the "NBA") with which the Company has a contractual relationship. The relationship is described on page 25. The Board determined that this indirect relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and the NBA, and (ii) the Company's relationship with the NBA has been in existence since the late 1980's, long before Mr. Ueberroth's daughter served as an executive officer of that organization. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth's status as an independent Director.

       In addition, a brother of Mr. Ueberroth is an executive officer, director, and majority owner of Preferred Hotel Group, Inc. ("Preferred Hotel Group") with which the Company has a beverage marketing agreement. The relationship is described on page 25. The Board determined that this indirect relationship is not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Preferred Hotel Group, (ii) the payments were for beverage marketing in the ordinary course of business, and (iii) Mr. Ueberroth has not had any direct or indirect beneficial interest in, or involvement as an officer or director of Preferred Hotel Group. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth's status as an independent Director.

       The independent Directors, who constitute a majority of the Board of Directors, are identified by an asterisk on the next table. Even though he is not currently determined to be independent, Herbert A. Allen has contributed greatly to the Board of Directors and the Company through his wealth of experience, expertise and judgment.

    The Board and Board Committees

       In 2008, the Board of Directors held six meetings and Committees of the Board of Directors held a total of 34 meetings. Overall attendance at such meetings was approximately 96%. Each Director attended 75% or more of the aggregate of all meetings of the Board of Directors and the Committees on which he or she served during 2008.

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