COCA COLA CONSOLIDATED INC (COKE)
Sector: Consumer Staples
2026 Annual Meeting Analysis
COCA COLA CONSOLIDATED INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Everett is the daughter of CEO J. Frank Harrison, III, which under policy is a direct familial relationship to senior management — specifically the CEO — warranting a No vote regardless of other qualifications; the policy treats such proximity to the CEO as a governance concern independent of the director's performance or tenure.
Glenn is the son-in-law of CEO J. Frank Harrison, III, which constitutes a direct familial relationship to the CEO under policy; while Glenn is a new nominee (Board service commences at this meeting) and would otherwise be exempt from the TSR trigger, the familial-relationship policy trigger applies independently and warrants a No vote.
For Analysis
Harrison has served as CEO and Chairman since the 1990s and is the controlling stockholder; TSR massively outperforms both the company-disclosed peer group (+297.6pp over 3 years vs. the 50pp threshold) and the XLP benchmark, so the TSR trigger does not apply; familial relationships with Everett and Glenn are disclosed and noted but Harrison's controlling ownership position is well understood by shareholders.
Decker is an independent director with extensive executive and board experience across large public companies; TSR trigger does not apply given COKE's exceptional 3-year outperformance of its peer group by +297.6pp against a 50pp threshold; no overboarding, attendance, or qualifications concerns identified.
Helvey is independent, serves as Lead Independent Director, has strong finance and investment credentials, and chairs the Audit Committee with documented financial expertise; TSR trigger does not apply given COKE's exceptional peer outperformance.
Hickey is an independent director who joined in 2024, making him exempt from the TSR trigger under the 24-month new-director exemption; he brings relevant CEO and healthcare executive experience and no overboarding or attendance concerns are noted.
Jones is independent with a long tenure on the board and demonstrated leadership experience; TSR trigger does not apply given COKE's 3-year peer outperformance of +297.6pp far exceeding the 50pp threshold; no attendance, overboarding, or qualifications concerns identified.
Katz is President and COO of the company with deep operational expertise in the beverage industry; TSR trigger does not apply given COKE's exceptional peer outperformance; no overboarding or attendance concerns identified.
Morgan is an independent director with extensive CEO and board experience at major companies, serves as an audit committee financial expert, and the TSR trigger does not apply given COKE's exceptional 3-year peer outperformance; no attendance or overboarding concerns identified.
Wicker is an independent director with legal, governance, and public service expertise and long tenure on the board; TSR trigger does not apply given COKE's exceptional peer outperformance; no attendance, overboarding, or qualifications concerns identified.
Williams is an independent director with extensive executive and community leadership experience; TSR trigger does not apply given COKE's 3-year peer outperformance of +297.6pp against the 50pp threshold; no overboarding or attendance concerns identified.
Voting FOR 9 of 11 director nominees. Two nominees are voted AGAINST under the policy's familial-relationship rule: Morgan H. Everett (daughter of CEO J. Frank Harrison, III) and Ellison C. Glenn (son-in-law of CEO J. Frank Harrison, III). The TSR trigger does not apply to any director — COKE's 3-year total shareholder return of +273.8% outperforms the company-disclosed compensation peer group median by +297.6 percentage points, far exceeding the 50pp trigger threshold applicable to companies with strong positive absolute returns. All other directors pass the attendance, overboarding, independence, and qualifications screens.
Say on Pay
✓ FORCEO
J. Frank Harrison, III
Total Comp
$16,712,541
Prior Support
N/A
CEO J. Frank Harrison, III received total compensation of $16.7 million in fiscal 2025, which is elevated for the Consumer Defensive sector but is substantially composed of variable, performance-based pay — specifically $10.5 million paid out under the three-year Long-Term Performance Equity Plan and $2.4 million under the annual bonus plan, both tied to objective financial targets (EBIT, Free Cash Flow, EBIT Margin, Revenue) that were demonstrably exceeded. The company's 3-year total shareholder return of +273.8% massively outperforms the disclosed compensation peer group median of -23.8%, meaning the above-benchmark incentive payouts are clearly justified by exceptional shareholder outcomes — the core test of pay-for-performance alignment is met. The pay mix is heavily weighted toward variable compensation (the Long-Term Performance Equity Plan payout alone represents roughly 63% of CEO total pay), the plan uses multi-year performance metrics favored by this policy, and a clawback policy is in place as required for listed companies, supporting a FOR determination.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,880,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent only 0.1% of audit fees of $1,880,000, far below the 50% threshold that would raise independence concerns; PricewaterhouseCoopers is a Big 4 firm appropriate for a company of COKE's $12.4B market cap; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and the absence of disclosed tenure is noted as a minor negative factor but does not change the vote determination; no material restatements were identified.
Overall Assessment
The 2026 COKE annual meeting ballot contains three standard proposals: director elections, an advisory vote on executive pay, and auditor ratification. Votes are FOR on Say on Pay and auditor ratification with no meaningful concerns; two of eleven director nominees — both members of the founding Harrison family with direct familial ties to the CEO — receive AGAINST votes under the policy's familial-relationship governance rule, while the remaining nine directors receive FOR votes given COKE's exceptional stock performance record that far exceeds all TSR benchmarks.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing