Coca Cola : 2014 Annual Meeting of Shareowners Preliminary Vote Results

The Coca-Cola Company

2014 Annual Meeting of Shareowners Preliminary Vote Results

23 April 2014

Below are preliminary voting results as announced during the annual meeting of shareowners followed by company statement on each item.  Final results will be certified and then posted on the Company's website and filed with the Securities and Exchange Commission.

Item 1: Election of Directors

All 15 Director nominees were elected by a majority vote(see below for full list)

Item 2: Advisory Vote to Approve Executive Compensation

Approved by 90% of votes cast

Item 3: Approval of The Coca-Cola Company 2014 Equity Plan

Approved by 83% of votes cast

Item 4: Ratification of the Appointment of Ernst & Young LLP as Independent Auditor

Approved by 99% of votes cast

Item 5: Shareowner Proposal Regarding an Independent Board Chairman

Not approved with 32% of votes cast in favor

Statement of The Coca-Cola Company Board of Directors:

Following is a statement provided by the Board of Directors of The Coca-Cola Company today:

"The Coca-Cola Company Board is pleased that our shareowners strongly supported all of the proposals put forth by management at today's Annual Meeting, including the 2014 Equity Plan. The Company's compensation programs are performance-based and the Equity Plan is fair, competitive and consistent with shareowners' interests and our pay for performance philosophy."

Company Statements

Following are Company statements regarding certain items related to votes.

Regarding Advisory Vote on Executive Compensation

The Company has designed its compensation programs to reward employees for producing sustainable growth consistent with the Company's 2020 Vision, to attract and retain world-class talent and to align compensation with the long-term interests of our shareowners.  The compensation policies appropriately tie pay to performance.

Regarding Shareowner Proposal Regarding an Independent Board Chairman

The shareowner proposal regarding an independent board chairman was not approved. We appreciate the support shown by shareowners in the Company's existing leadership structure and the constructive feedback received through our shareowner engagement on this issue.

The leadership of both the Board and the Company by Muhtar Kent is the optimal structure to guide the Company and maintain the focus required to achieve the business goals set forth in the Company's 2020 Vision. The Company's existing leadership structure - a combined Chairman of the Board and Chief Executive Officer, an independent Presiding Director, active and strong non-employee Directors and Board Committees led primarily by independent Directors - is effective and currently serves the business and shareowners well. It is also important to note that all Directors play an active role in overseeing the Company's business both at the Board and committee level.

Regarding Approval of The Coca-Cola Company 2014 Equity Plan

Long-term equity compensation plays an important part of the Company's pay-for-performance philosophy.  Equity awards also help the Company remain competitive in retaining and attracting highly qualified employees.  The 2014 Equity Plan will promote the success and enhance the value of the Company by linking the personal interests of employees of the Company to those of Company shareowners and by providing them with an incentive for outstanding performance. 

The Board fully stands behind the Company's compensation program and believes this plan incorporates performance metrics that link the interests of employees to those of Company shareowners. 

The following are additional facts about our proposed 2014 Equity Plan:  

Actual Dilution is Minimal.  Mr. Winters claims that shareowners will be diluted by 16.6%.  This figure is taken out of context and ignores the factors noted on page 86 of the Proxy that significantly mitigate dilution.  Actual dilution will be significantly less.  In fact, over the last three years, dilution related to equity plans has been less than 1% and is expected to be in this range going forward.

No Changes to Pay Practices.  The 2014 Equity Plan is closely in line with past plans approved by the Board and the shareowners.  The new plan does not change equity granting practices. 

Equity Compensation is Performance-Based.  If the Company does not perform, no compensation is realized.  A recent example of this is the 2011-2013 PSUs which were all forfeited because the Company did not meet economic profit targets. 

Eligibility for the Plan is Not Limited to Senior Management.  The 2014 Equity Plan is not solely for senior management.  There are approximately 6,400 participants in the plan globally. 

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