Coca-Cola amends bylaws for universal proxy rules and Delaware law updates

COCA COLA CO

Amended and restated bylaws adopted December 7, 2022, effective immediately.
Adds requirement for shareowner director nominations to comply with SEC Rule 14a-19 universal proxy.
Requires notices be updated and supplemented as of record date and ten business days before meeting.
Requires additional disclosures from shareowners requesting special meetings or nominating directors.
Clarifies Board discretion to hold meetings solely by remote communication per DGCL amendments.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

COCA COLA CO: Amended and restated by-laws to clarify and enhance procedural mechanics and disclosure requirements for shareowner-requested special meetings, shareowner proposals, and shareowner-nominated director candidates, including updates related to universal proxy rules and Delaware law (effective 2022-12-07).

Change: bylaw amendment
Effective: 2022-12-07

Exact text from the filing

On December 7, 2022, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards and certain recent changes to the Delaware General Corporation Law, the Board of Directors of The Coca-Cola Company (the “Company”) adopted and approved amended and restated by-laws (the “Amended and Restated By-Laws”), effective December 7, 2022, to clarify and enhance the procedural mechanics and disclosure requirements of the Company’s advance notice procedures for shareowner-requested special meetings, shareowner proposals and shareowner-nominated director candidates.

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Source: SEC EDGAR

accession 0001552781-22-000649

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