COCA COLA CONSOLIDATED INC (COKE)
Sector: Consumer Staples
2026 Annual Meeting Analysis
COCA COLA CONSOLIDATED INC · Meeting: May 12, 2026
Directors FOR
8
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Harrison is the CEO and controlling shareholder who also serves as Chairman, and his daughter (Morgan Everett) and son-in-law (Ellison Glenn) are both on the Board — this concentration of family relationships at the top of the governance structure is a direct policy trigger for a No vote on familial relationship grounds; TSR performance is outstanding and does not trigger any concern.
Ms. Everett is the daughter of the CEO and controlling shareholder J. Frank Harrison III, which is a direct policy trigger — a director with a familial relationship to the CEO warrants a No vote regardless of her operational contributions to the company.
Mr. Glenn is the son-in-law of the CEO and controlling shareholder J. Frank Harrison III, which triggers the familial relationship policy flag; while he is a new nominee (not yet seated) and would normally receive a 24-month grace period on TSR, the familial relationship concern stands independently and warrants a No vote.
For Analysis
Ms. Decker is classified as independent, has no overboarding issues, attended all meetings in fiscal 2025, and COKE's 3-year TSR of +190% dramatically outperforms the peer group median, so no TSR trigger applies.
Mr. Helvey is classified as independent, serves as Lead Independent Director, has demonstrated financial expertise qualifying him as an audit committee financial expert, has no overboarding issues, and COKE's outstanding TSR performance does not trigger any director TSR concern.
Dr. Hickey is classified as independent, joined the Board in 2024 (within the 24-month new-director exemption window), has relevant leadership experience as CEO of a large health insurance organization, and no policy flags are triggered.
Dr. Jones is classified as independent, has no overboarding issues, met the 75% attendance threshold, and COKE's exceptional 3-year TSR of +190% versus the peer median of -34% means no TSR trigger applies.
Mr. Katz is the President and COO with deep operational expertise in the beverage industry, has no overboarding issues, and COKE's strong outperformance versus peers means the TSR trigger does not apply; no other policy flags are present.
Mr. Morgan is classified as independent, has demonstrated financial expertise qualifying him as an audit committee financial expert, has no overboarding issues, and COKE's TSR performance far exceeds peers so no performance-based concern applies.
Mr. Wicker is classified as independent, brings legal and governance expertise, has no overboarding issues, met attendance requirements, and COKE's outstanding stock performance means no TSR trigger is relevant.
Mr. Williams is classified as independent, has broad executive leadership experience, has no overboarding issues, met attendance requirements, and COKE's 3-year TSR of +190% versus a peer median of -34% is far above any threshold that would trigger a concern.
The slate of 11 directors is largely supportable, but three nominees warrant Against votes: CEO J. Frank Harrison III (concentrated family and control governance concerns), his daughter Morgan Everett (familial relationship to the CEO), and his son-in-law Ellison Glenn (familial relationship to the CEO). The remaining eight directors, all of whom are either independent or long-tenured operating executives without familial ties, receive For votes. COKE's 3-year TSR of +190% outperforms the peer group median by +224 percentage points, which is far above the 65-point threshold needed to trigger a performance-based concern, so no director faces a TSR-related vote against.
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 approximately $16.7 million at a company with an $11.9 billion market cap in the Consumer Staples sector, which is within a reasonable range for a CEO of a large-cap consumer staples company given the company's exceptional financial performance. The pay structure is heavily performance-based: Mr. Harrison earned $10.5 million from the long-term performance equity plan and $2.4 million from the annual bonus plan, both tied to measurable three-year financial goals (EBIT, free cash flow, and EBIT margin) that the company significantly exceeded, which reflects strong pay-for-performance alignment. COKE's 3-year stock price return of +190% dramatically outperforms the peer group median of -34%, confirming that shareholders have benefited substantially during the same period when executives received above-target incentive pay — the incentive structure is working as intended.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,880,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 (a software license fee for a disclosure checklist tool) represent less than 0.1% of audit fees of $1,880,000, which is far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of COKE's $11.9B market cap; auditor tenure is not disclosed in the filing so that trigger cannot fire per policy; no material restatements were identified.
Actual Vote Results
Meeting held May 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jason D. (J.D.) Hickey | 99.8% | 235.2M | 568,553 | ✓ Elected |
| Richard T. Williams | 99.8% | 235.2M | 581,587 | ✓ Elected |
| William H. Jones | 99.6% | 234.9M | 857,108 | ✓ Elected |
| Ellison C. Glenn | 99.6% | 234.8M | 970,323 | ✓ Elected |
| James R. Helvey, III | 98.8% | 233.0M | 2.8M | ✓ Elected |
| Sharon A. Decker | 98.4% | 232.0M | 3.8M | ✓ Elected |
| James H. Morgan | 92.0% | 216.9M | 18.9M | ✓ Elected |
| Dennis A. Wicker | 91.3% | 215.4M | 20.4M | ✓ Elected |
| Morgan H. Everett | 91.3% | 215.2M | 20.5M | ✓ Elected |
| David M. Katz | 91.3% | 215.2M | 20.5M | ✓ Elected |
| J. Frank Harrison, III | 90.8% | 214.0M | 21.8M | ✓ Elected |
Say on Pay
For 234.4M · Against 1.3M · Abstain 109,174
Auditor Ratification
For 242.9M · Against 752,186 · Abstain 89,266
Overall Assessment
The 2026 COKE annual meeting presents three standard proposals: director elections, Say on Pay, and auditor ratification. The Say on Pay and auditor ratification proposals both receive For votes given strong pay-for-performance alignment and a clean fee structure; however, three of the eleven director nominees — CEO J. Frank Harrison III, his daughter Morgan Everett, and his son-in-law Ellison Glenn — receive Against votes due to the concentration of family relationships at the top of the governance structure, which is a direct policy trigger regardless of the company's outstanding stock performance.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing