March 6, 2024

Alex Bahn

Wilmer Cutler Pickering Hale and Dorr LLP

Re:

The Coca-Cola Company (the “Company”)

Incoming letter dated December 22, 2023

Dear Alex Bahn:

This letter is in response to your correspondence concerning the shareholder

proposal (the “Proposal”) submitted to the Company by Achmea Investment

Management for inclusion in the Company’s proxy materials for its upcoming annual

meeting of security holders.

The Proposal requests that the Company adopt an enterprise-wide policy to move

toward more healthy products, to be defined in the discretion of the Company and beyond

sugar reduction, including an assessment of the current healthiness of its portfolio.

There appears to be some basis for your view that the Company may exclude the

Proposal under Rule 14a-8(i)(7). In our view, the Proposal relates to ordinary business

matters. Accordingly, we will not recommend enforcement action to the Commission if

the Company omits the Proposal from its proxy materials in reliance on Rule 14a-8(i)(7).

In reaching this position, we have not found it necessary to address the alternative basis

for omission upon which the Company relies.

Copies of all of the correspondence on which this response is based will be made

available on our website at

https://www.sec.gov/corpfin/2023-2024-shareholder-

proposals-no-action

Sincerely,

Rule 14a-8 Review Team

cc:

Frank Wagemans

Achmea Investment Management

Alex Bahn

+1 202 663 6198 (t)

+1 202 663 6363 (f)

alex.bahn@wilmerhale.com

December 22, 2023

Via e-mail to shareholderproposals@sec.gov

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Chief Counsel

100 F Street, NE

Washington, DC 20549

Re:

The Coca-Cola Company

Exclusion of Shareowner Proposal by Achmea Investment Management

Ladies and Gentlemen:

We are writing on behalf of our client, The Coca-Cola Company (the “Company”), to inform

you of the Company’s intention to exclude from its proxy statement and proxy to be filed and

distributed in connection with its 2024 annual meeting of shareowners (the “Proxy Materials”),

the enclosed shareowner proposal and supporting statement (collectively, the “Proposal”)

submitted by Achmea Investment Management (the “Proponent”).

The Company respectfully requests that the staff of the Division of Corporation Finance (the

“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) advise the

Company that it will not recommend any enforcement action to the Commission if the Company

excludes the Proposal from its Proxy Materials pursuant to Rule 14a-8(i)(3) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), on the basis that the Proposal is

inherently vague and indefinite, and subject to multiple interpretations, or, alternatively, Rule

14a-8(i)(7), on the basis that the Proposal relates to the Company’s ordinary business operations.

Pursuant to Exchange Act Rule 14a-8(j) and Staff Legal Bulletin No. 14D (November 7, 2008)

(“SLB 14D”), the Company is submitting electronically to the Commission this letter, and the

Proposal and related correspondence (attached as Exhibit A to this letter), and is concurrently

sending a copy to the Proponent.

Background

The Proposal submitted by the Proponent states as follows:

Resolved:

December 22, 2023

Page 2

Shareholders request that The Coca-Cola Company (“Coca-Cola” or the

“Company”) adopt an enterprise-wide policy to move toward more healthy

products, to be defined in the discretion of the Company and beyond sugar

reduction. The policy should include an assessment of the current healthiness of

its portfolio, targets with timelines and metrics for measuring implementation and

disclosure.

A copy of the Proposal and the supporting statement is attached hereto as Exhibit A.

Bases for Exclusion

The Proposal may be excluded pursuant to Rule 14a-8(i)(3) because the Proposal is inherently

vague

and indefinite, and subject to multiple interpretations.

Rule 14a-8(i)(3) permits a company to exclude a shareowner proposal “if the proposal or

supporting statement is contrary to any of the Commission’s proxy rules, including Rule 14a-9,

which prohibits false or misleading statements in proxy soliciting materials.” The Staff has

determined that shareowner proposals may be excluded pursuant to Rule 14a-8(i)(3) where “the

resolution contained in the proposal is so inherently vague or indefinite that neither the

stockholders voting on the proposal, nor the company in implementing the proposal (if adopted),

would be able to determine with any reasonable certainty exactly what actions or measures the

proposal requires.”

See

Staff Legal Bulletin No. 14B (September 15, 2004) (“SLB No. 14B”).

The Staff has noted that a proposal may be excludable when the “meaning and application of

terms and conditions in the proposal would have to be made without guidance from the proposal

and would be subject to differing interpretations” such that “any action ultimately taken by the

company upon implementation [of the proposal] could be significantly different from the actions

envisioned by the shareholders voting on the proposal.”

See Fuqua Industries, Inc.

(March 12,

1991). The Staff has also noted that a proposal may be excludable under Rule 14a-8(i)(3) to the

extent that the proposal fails to define key terms.

See, e.g., The Boeing Company

(February 23,

2021) (permitting exclusion of a proposal requiring that 60% of the company’s directors “must

have an aerospace/aviation/engineering executive background” where such phrase was

undefined);

Apple Inc.

(December 6, 2019) (permitting exclusion of a proposal seeking to

“improve guiding principles of executive compensation” that did not provide an explanation or

definition of the key term “executive compensation”); and

AT&T Inc.

(February 21, 2014)

(concurring in the exclusion of a proposal requesting a review of policies and procedures related

to the “directors’ moral, ethical and legal fiduciary duties and opportunities,” where such phrase

was undefined).

The Staff has also consistently permitted exclusion of shareowner proposals under Rule 14a-

8(i)(3) as impermissibly vague and indefinite where the proposal contained an essential term or

December 22, 2023

Page 3

phrase that, in applying the particular proposal to the company, was unclear such that neither the

company nor shareowners would be able to determine with any reasonable certainty what actions

or measures the proposal requires.

See, e.g., Ebay Inc.

(April 10, 2019) (concurring in exclusion

of a proposal requesting that the company “reform the company’s executive compensation

committee” because “neither shareholders nor the Company would be able to determine with any

reasonable certainty the nature of the ‘reform’ the [p]roposal is requesting,” and that, therefore,

“the proposal, taken as a whole, is so vague and indefinite that it is rendered materially

misleading”); and

Cisco Systems, Inc.

(October 7, 2016) (permitting exclusion under Rule 14a-

8(i)(3) of a proposal requesting that the board “not take any action whose primary purpose is to

prevent the effectiveness of shareholder vote without a compelling justification for such action,”

where it was unclear what board actions would “prevent the effectiveness of [a] shareholder

vote” and how the essential terms “primary purpose” and “compelling justification” would apply

to board actions).

The Proposal requests that the Company “adopt an enterprise-wide policy to move toward more

healthy products (emphasis added), to be defined in the discretion of the Company.” The phrase

“move toward more healthy products” is central to the Proposal’s request, yet is inherently vague

and subject to an unknown number of interpretations as to what constitutes “move toward”

and/or “more healthy products” for this purpose.

In addition, the conclusion as to what actions would be required by the Proposal, if adopted,

could vary significantly between the Company and its shareowners, and neither the Company nor

its shareowners would be able to determine with any reasonably certainty what constitutes a

“move toward more healthy products.”

Notably, it is unclear whether the Proposal is focusing on “products” within or outside of the

ready-to-drink beverage industry, because, as noted below, beyond its sugar and calorie

reduction efforts, the Company’s portfolio already produces teas, juices, waters and dairy and

plant-based beverages, some that are enhanced with vitamins and minerals. The Proposal’s

supporting statement references peers “such as Pepsico and Unilever” as companies that use

nutrition models as a comparison to the Company. These peers, however, have significant food

products in their portfolios, making the comparison apples-to-oranges and potentially misleading

shareowners into thinking that the Company has similar product portfolios as those companies or

that the Proposal is asking the Company to branch into different and new product offerings. The

Proposal’s supporting statement also references nutrition profiling models that include fiber,

protein, fat, salt and micronutrients as substances that are crucial to the healthiness of “food and

beverage products,” which also supports the Proponent’s failure to recognize the fact that the

Company is a total beverage company and does not have food products in its portfolio unlike the

peer companies referenced by the Proponent. As a result, shareowners may be misled into

believing that any movement toward “more healthy products” will involve food products where

December 22, 2023

Page 4

substances such as fiber, protein, fat and salt are more pronounced. The Company’s portfolio of

products is already low in fat and salt, and the Company focuses on added sugar because this is

the area where the Company has the most opportunity to make progress.

Further, whether within or outside of the ready-to-drink beverage industry, the phrase “more

healthy products” could implicate an analysis of a number of general health, weight loss,

nutrient-specific, malnutrition, social, economic or other considerations just to name a few. What

“more healthy” could mean in any particular context could differ significantly from product to

product and from person to person, rendering the Proposal entirely vague and indefinite.

Ultimately, given the vagueness of the Proposal and the supporting statement, there is no way for

the Company or shareowners to determine with any reasonable certainty what the Proposal

actually requests.

In addition, we note the Proposal’s supporting statement acknowledges that the Company has

identified health and nutrition as a “Priority Topic,” but argues that the Company has addressed

this topic “solely by focusing on sugar and calorie reduction” (emphasis added). This argument

is objectively false, as the Company’s portfolio includes several widely marketed teas, juices,

waters and dairy and plant-based beverages, some that are enhanced with vitamins and minerals,

as part of the Company’s approach to health and nutrition.

For these reasons, consistent with the precedent described above, the Proposal may be excluded

from the Proxy Materials pursuant to Rule 14a-8(i)(3) on the basis that the Proposal is inherently

vague and indefinite, in violation of Rule 14a-9.

The Proposal may be excluded pursuant to Rule 14a-8(i)(7) because the subject matter of the

Proposal directly concerns the Company’s ordinary business operations.

Rule 14a-8(i)(7) permits a company to exclude a shareowner proposal if the proposal “deals with

a matter relating to the company’s ordinary business operations.” The underlying policy of the

ordinary business exclusion is “to confine the resolution of ordinary business problems to

management and the board of directors, since it is impracticable for shareholders to decide how

to solve such problems at an annual shareholders meeting.”

See Amendments to Rules on

Shareholder Proposals

, Release No. 34-40018 (May 21, 1998) (the “1998 Release”).

Further, framing a proposal in the form of a request for an assessment does not change the nature

of the proposal. The Commission has stated that a proposal requesting the dissemination of a

report may be excludable under Rule 14a-8(i)(7) if the subject matter of the report is within the

ordinary business of the issuer.

See Exchange Act Release No. 20091

(August 16, 1983);

Johnson Controls, Inc.

(October 26, 1999) (“[Where] the subject matter of the additional

disclosure sought in a particular proposal involves a matter of ordinary business . . . it may be

excluded under [R]ule 14a-8(i)(7)”);

See also

Wal-Mart Stores, Inc. (Green Century)

(Mar. 24, 2006) (permitting

exclusion of a proposal that requested that the board of directors issue “a report evaluating

[c]ompany policies and procedures for systematically minimizing customers’ exposure to toxic

substances in products” the company sells under Rule 14a-8(i)(7), noting that the proposal

related to the “sale of particular products”);

Amazon.com, Inc.

(March 11, 2016) (permitting

exclusion of a proposal requesting that the company “issue a report addressing animal cruelty in

the supply chain,” where the supporting statement requested that the report address a number of

concerns relating to the company’s policies and guidelines regarding animal cruelty associated

with products sold on its website, and the Staff noted that “[p]roposals concerning the sale of

particular products and services are generally excludable under [R]ule 14a-8(i)(7)”);

Amazon.com, Inc.

(March 27, 2015) (concurring with the exclusion of a proposal requesting that

December 22, 2023

Page 6

the company disclose the “reputational and financial risks it may face . . . pertaining to the

treatment of animals used to produce products it sells” as relating to “the products and services

offered for sale by the company”);

Papa John’s International Inc.

(February 13, 2015)

(concurring with the exclusion of a proposal requesting that the company include more vegan

offerings in its restaurants, despite asserting the proposal would promote animal welfare, as

related to “the products offered for sale by the company”); and

Wal-Mart Stores, Inc.

(March 20,

2014) (concurring with the exclusion of a proposal requesting board oversight of determinations

as to whether selling certain products that endanger public safety and well-being could impair the

reputation of the company and/or would be offensive to family and community values, on the

basis that the proposal related to “the products and services offered for sale by the company”).

Here, the Proposal seeks to steer the direction of the Company’s product portfolio toward a

vague concept of healthiness.

The Company is committed to providing a wide portfolio of beverage choices, as reflected in the

Company’s 2022 Business and Sustainability Report referenced in the supporting statement,

which report addresses the Company’s commitment to reducing added sugar and increasing low-

and no-calories offerings, as well as producing teas, juices, waters and dairy and plant-based

beverages, some that are enhanced with vitamins and minerals. However, specific decisions

regarding the products the Company sells implicate a myriad of factors that are appropriately

considered by the Company’s Board of Directors and management. Decisions regarding product

safety, the taste and preferences of customers, maintaining product diversity, the products

offered by the Company’s competitors, legal and regulatory requirements where products are

sold, the availability of sufficient quantity and quality of products to meet demand, and the costs

and revenue associated with those sales, are far too complex for consideration by shareowners at

an annual meeting and far exceed the scope of shareowner expertise.

As a result, the Proposal is excludable under Rule 14a-8(i)(7) as its thrust and focus concerns

specific products the Company offers for sale and would require decisions and judgement on

matters that are not appropriate subjects for shareowner action.

The Proposal does not focus on a significant social policy issue that transcends

the Company’s ordinary business operations.

The established precedent set forth above demonstrate that the Proposal squarely addresses

ordinary business matters. An exception to this principle may be made where a proposal focuses

on significant social policy issues that transcend the day-to-day business matters of the company.

See

1998 Release

. The Staff most recently discussed its interpretation of how it will consider

whether a proposal “transcends the day-to-day business matters” of a company in Staff Legal

Bulletin 14L (November 3, 2021) (“SLB 14L”), noting that it is “realign[ing]” its approach to

determining whether a proposal relates to ordinary business with the standards the Commission

December 22, 2023

Page 7

initially articulated in 1976 and reaffirmed in the 1998 Release. Under this realignment, the Staff

will “no longer take a company-specific approach to evaluating the significance of a policy issue

under Rule 14a-8(i)(7)” but rather will consider only “whether the proposal raises issues with a

broad societal impact, such that they transcend the ordinary business of the company.” Staff

precedent has established that proposals that refer to topics that might raise significant social

policy issues, but which do not focus on or have only tangential implications for such issues, are

not transformed from an otherwise ordinary business proposal into one that transcends ordinary

business.

The Proponent seeks to cast the Proposal as relating to a significant policy issue simply by using

the terms “healthy” and “healthiness” and noting in the supporting statement that the Company

“has addressed this topic until now solely by focusing on sugar and calorie reduction,” which the

supporting statement states is “insufficient.” However, the mere reference to a generic term

describing a broad range of health-focused issues does not alter the fundamentally ordinary

business focus of the Proposal. Moreover, the vagueness of the Proposal’s request, as noted

above, further removes the Proposal’s request from any clearly identifiable significant social

policy issue.

The Staff has consistently concurred in exclusion of shareowner proposals under Rule 14a-

8(i)(7) relating to the company’s product offerings, even when they touch upon a policy issue

including health concerns, finding that such proposals did not implicate a significant social

policy matter. For example, in

The Home Depot, Inc.

(March 4, 2009), a proposal recommended

that the company issue a report “on policy options to reduce consumer exposure and increase

consumer awareness regarding mercury and any other toxins contained in its private label . . .

products.” In its no-action request, the company argued that the proposal did not focus on a

significant policy issue and that the proposal’s intent was “to have the Company’s Board of

Directors evaluate the business policies and practices related to product selection and labeling,

notwithstanding that the [p]roposal refers to environmental concerns.” Further, as the “world’s

largest home improvement retailer,” the company argued, “[d]ecisions concerning product

selection and the packaging and marketing of products” were “ordinary business concerns.” The

Staff concurred with the exclusion of the proposal, noting the proposal “relat[ed] to Home

Depot’s ordinary business operations (i.e., the sale of particular products).” Additionally, in

Amazon.com, Inc.

(March 17, 2016), the Staff concurred with exclusion of a proposal requesting

a report “on the company’s policy options to reduce potential pollution and public health

problems from electronic waste generated as a result of its sales to consumers, and to increase

the safe recycling of such wastes,” noting that the proposal “relates to the company’s products

and services and does not focus on a significant policy issue.”

Here, the Proposal focuses on the ordinary business issue of the Company’s product portfolio

and attempts to cloak the request in a vague concept of “healthy products.” Furthermore, given

that the Company's portfolio of beverages is already low in salt and fat, the focus on offering

January 17, 2024

Via

Shareholder Proposal Portal

Securities and

Exchange

Commission

Office

of the

Chief Counsel

Division

Corporation Finance

100 F

Street,

Washington, DC

20549

Re: Request by The Coca-Cola Company to omit proposal submitted by Stichting Bewaarder

Achmea Beleggingspools (Achmea Investment Management).

Ladies and Gentlemen,

Pursuant

Rule

14a-8

under

the Securities

Exchange

Act of

1934, Achmea Investment

Management

(the “Proponent”) submitted a shareholder

proposal

(the “Proposal”)

The Coca-

Cola Company (“Coca-Cola”

or the

“Company”).

The Proposal

asks Coca-Cola to

adopt an

enterprise-wide policy to move toward more healthy products, to be defined in the discretion of the

Company and beyond sugar reduction. The policy should include an assessment of the current

healthiness of its portfolio, targets with timelines and metrics for measuring implementation and

disclosure

In a letter to the Division dated December 22, 2023

(the “No-Action

Request”),

Coca-Cola

stated

that it intends

omit

the

Proposal from its proxy materials

be distributed

to shareholders

in connection

with the Company's 2024

annual

meeting of

shareholders. Coca-Cola argues that

it is

entitled to exclude

the Proposal in reliance on Rule 14a-8(i)(3), as excessively vague and indefinite;

and Rule 14a-8(i)(7), on the ground that the Proposal deals with Coca-Cola’s ordinary business

operations. As discussed more fully below, both shareholders and the Company can tell from the

Proposal’s language what it asks Coca-Cola to do, and the Proposal addresses the significant policy

issue of the public health impacts of Coca-Cola’s products. Accordingly, Coca-Cola

has not met its

burden of proving its

entitlement to

exclude the Proposal on either basis, and the Proponent

respectfully requests that Coca-Cola’s request for relief be denied.

The Proposal

The Proposal states:

Shareholders request that The Coca-Cola Company (“Coca-Cola” or the “Company”) adopt

an enterprise-wide policy to move toward more healthy products, to be defined in the

discretion of the Company and beyond sugar reduction. The policy should include an

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

assessment of the current healthiness of its portfolio, targets with timelines and metrics for

measuring implementation and disclosure.

Vagueness

Coca-Cola urges that the Proposal is excludable pursuant to Rule 14a-8(i)(3) because it is “

so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the

company in implementing the proposal (if adopted), would be able to determine with any reasonable

certainty exactly what actions or measures the proposal requires.”

Specifically, Coca-Cola argues

that the Proposal’s request

is impermissibly vague because neither the Company nor shareholders

would be able to tell what it means to “move toward” something or what “more healthy products”

are. That claim is meritless.

The Proposal aims to give shareholders an avenue to communicate a directional sentiment to

the Company, that it should shift its portfolio toward healthier products. To avoid being overly

prescriptive, the Proposal gives Coca-Cola discretion to decide the magnitude, rate and nature of any

change, should it decide to implement the Proposal. To capture those decisions and ensure

accountability, the Proposal does request that Coca-Cola set targets with timelines as well as metrics

for assessing progress. It also asks that the Company look beyond just sugar reduction in evaluating

how healthy its product portfolio is and in setting goals. Coca-Cola would be free to consider

“general health, weight loss, nutrient-specific, malnutrition, social, economic or other

considerations,” the aspects of health it references in the No-Action Request,

in doing so.

Shareholders determining how to vote will easily be able to discern that the Proposal gives Coca-

Cola significant latitude.

The Proposal refrains from specifying the kinds of healthy products Coca-Cola should

introduce or emphasize because the Proponent is not a food chemist or product marketer and thus

lacks knowledge of the range of products Coca-Cola could innovate, as well as the potential markets

for those products. Coca-Cola’s own disclosures suggest possible directions for a more healthy

product portfolio. In a recent presentation on marketing and innovation, Chief Technical and

Innovation Officer Nancy Quan reported that they took advantage of “a lot of noise around

‘immunity,’” during the pandemic, which then shifted toward “hydration, well-being, even mood,”

to launch hydration products. Ms. Quan also touted using technology to produce a non-chalky taste

for high-protein beverage Core Power.

Ultimately, Coca-Cola would choose which products to

innovate, reformulate, or expand to more markets based on its expertise and knowledge.

Coca-Cola appears to understand the meaning of health and healthy products. In its 2022

ESG report, the Company describes an ESG priority mapping exercise it undertook in 2022 in

No-Action Request, at 2 (quoting Staff Legal Bulletin 14B (Sept. 15, 2004))

No-Action Request, at 4.

See

https://d1io3yog0oux5.cloudfront.net/_21d6149dbf6e72c8eefd99c8877fb644/cocacolacompany/files/pages/cocacolac

ompany/db/761/description/The_Coca-Cola_Company_-_Raising_the_Bar_-_Marketing_Innovation_transcript.pdf,

at 6.

https://d1io3yog0oux5.cloudfront.net/_21d6149dbf6e72c8eefd99c8877fb644/cocacolacompany/files/pages/cocacolac

ompany/db/761/description/The_Coca-Cola_Company_-_Raising_the_Bar_-_Marketing_Innovation_transcript.pdf,

at 9.

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

which the topic of “Health & Nutrition,” scored as relatively high in both importance to external

stakeholders and impact to the Company.

In that same report, Coca-Cola touts that it is “[o]ffering

more drinks with

nutrition and wellness benefits

” (emphasis in original).

Coca-Cola argues that shareholders would be confused by the Proposal’s reference to

nutrient profile models that measure fiber, salt, protein and micronutrients into thinking that the

Company sells food products, where those substances “are more pronounced.”

That argument is

puzzling, given that Coca-Cola itself touts its own beverages’ nutritional benefits as including dietary

fiber, immunity support and “protein to help build muscle and replenish, repair and rebuild.”

Coca-

Cola’s product portfolio could also implicate other nutritional measures: For example, fat content

might be relevant to dairy products and plant-based milks, caffeine levels to coffee products, and

alcohol content to alcohol-containing products, all of which Coca-Cola sells. Rather than causing

confusion, listing non-sugar nutritional measures in the supporting statement gives shareholders

information about some dimensions of health Coca-Cola might emphasize should it choose to

implement the Proposal.

Ordinary Business

Rule 14a-8(i)(7) allows exclusion of proposals related to a company’s ordinary business

operations.

Coca-Cola argues that the Proposal relates to the Company’s ordinary business

operations because its subject involves the sale of the Company’s products.

It is true that the Division’s Staff has allowed exclusion of proposals dealing with a

company’s products, as illustrated by the determinations Coca-Cola cites on pages 5-6 of the No-

Action Request. The proposals at issue in those determinations, however, were deemed not to

address a significant social policy issue:

•

The Staff rejected the argument made by the proponent of the Mondelez

proposal, which

sought disclosure on the company’s use of nanomaterials, that it addressed the significant

policy issue of “potential health harms raised by using nano-sized particles in foods.”

•

In each of several determinations Coca-Cola cites--Wal-Mart (2006),

Amazon (2016),

Amazon (2015),

and Wal-Mart (2014)

--the Staff was not persuaded by the proponent’s

argument that the proposal’s topic, which involved the sale of particular products not

manufactured by the company, was a significant social policy issue. The companies’ status as

https://www.coca-colacompany.com/content/dam/company/us/en/reports/coca-cola-business-sustainability-

report-2022.pdf, at 21

https://www.coca-colacompany.com/content/dam/company/us/en/reports/coca-cola-business-sustainability-

report-2022.pdf, executive summary.

No-Action Request, at 3-4.

https://www.coca-colacompany.com/content/dam/company/us/en/reports/coca-cola-business-sustainability-

report-2022.pdf, at 34

In Exchange Act Rel. No. 40018 (May 21, 1998), the Commission stated that a proposal whose subject matter focuses

on “sufficiently significant social policy issues” is not excludable on ordinary business grounds.

Mondelez International (Feb. 23, 2016)

Wal-Mart Stores, Inc. (Green Century) (Mar. 24, 2006)

Amazon.com, Inc. (Mar. 11, 2016)

Amazon.com, Inc. (Mar. 27, 2015)

Wal-Mart Stores, Inc. (Mar. 20, 2014).

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

retailers

likely factored into the analysis, given that the Staff has often allowed exclusion on

ordinary business grounds of proposals on retailers’ sale of particular products, even when

the products are sufficiently controversial or harmful that a proposal submitted to the

manufacturer would qualify as a significant policy issue.

•

In Papa John’s,

the significant policy issues identified by the proponent—“the

environment, animal welfare and human health”—were likely viewed as both too general

and too remote from the proposal’s request that Papa John’s “expand its menu offerings to

include vegan cheeses and vegan meats,” though the Staff did not explain its reasoning in

allowing exclusion.

•

The proponent of the TJX

proposal was unsuccessful in persuading the Staff that an

animal welfare policy applicable to both the company and its suppliers was a significant

social policy issue.

There are many examples of the Staff rejecting arguments like Coca-Cola’s and declining to

allow exclusion of proposals aimed at the sale of particular products when those products implicated

a significant social policy issue. For example, in AmerisourceBergen,

the company unsuccessfully

argued that a proposal on its distribution of opioids was excludable as addressing the sale of

particular products, while the proponent urged that the opioid epidemic was a significant social

policy issue. Proposals submitted to AbbVie,

Eli Lilly,

and Johnson & Johnson

asked the

company to adopt a process requiring consideration of patient access when deciding whether to

apply for secondary patents. The companies claimed that the proposals involved the ordinary

business matter of the sale of products, but the proponents successfully countered that they

addressed the impact of intellectual property protections on drug prices, a significant social policy

issue.

Likewise, in Denny’s,

the Staff did not concur with the company’s claim that a proposal

asking it to sell at least 10% cage-free eggs by volume was excludable as implicating the sale of

particular products, siding with the proponent’s characterization of the proposal’s subject as the

significant policy issue of “[r]educing cruel confinement conditions for egg-laying hens” (i.e., animal

cruelty). And the Staff did not find persuasive Johnson & Johnson’s

claim that a proposal asking

the company to establish and implement standards of response to the HIV/AIDS pandemic in

developing countries could be excluded in reliance on the ordinary business exclusion because it

addressed product development, research and testing. The proponent had urged that the proposal’s

subject was the significant policy issue of the HIV/AIDS pandemic.

See Rite Aid Corp. (Mar. 26, 2009) (allowing exclusion of a proposal requesting a report on how the company is

responding to rising regulatory, competitive and public pressures to stop selling tobacco products, reasoning that the

proposal concerned the “sale of a particular product”); Cabela’s Inc. (Apr. 7, 2016) (concurring that the company could

exclude a proposal requesting that the company adopt a policy not to sell certain kinds of weapons on same reasoning

that); but see Walgreens Boots Alliance Inc. (Nov. 20, 2018) (declining to concur that the “sale of products” basis

allowed the company to a proposal on the sale of opioid medications).

Papa John’s International (Feb. 13, 2015).

The TJX Companies, Inc. (Apr. 16, 2018)

AmerisourceBergen Corporation (Sisters of St. Francis of Philadelphia) (Jan. 11, 2018)

AbbVie Inc. (Mar. 7, 2023)

Eli Lilly and Company (Mar. 10, 2023)

Johnson & Johnson (Mar. 2, 2023)

Denny’s Inc. (Mar. 17, 2009)

Johnson & Johnson (Feb. 7, 2003)

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

The Staff found that a proposal to Coca-Cola with a subject matter much like the Proposal’s

addressed a significant social policy issue, transcending ordinary business. In Coca-Cola,

the

proposal asked the company to issue a report on the impact of sugar on public health. In response

to Coca-Cola’s contention that the proposal was excludable on ordinary business grounds, the

proponent described the health impact of sugar as an “emerging risk” for Coca-Cola, though it

characterized the significant social policy issue only as the general “public health risks.” The Staff did

not grant relief.

The outcome of a challenge to a proposal about CVS’s food business is distinguishable

based on the proponent’s framing of the significant social policy issue. There, the proposal asked

CVS

to commission and disclose a report on the external public health costs of the company’s

food business and the way in which such costs affect the vast majority of the company’s

shareholders who really on overall market returns. In response to the company’s ordinary business

argument, the proponent did not argue that the public health impacts of unhealthy foods sold by

CVS were a significant policy issue, but instead framed the significant social policy issue as “the

urgent need to address the business practices that provide corporate financial returns to

shareholders but harm other stakeholders.” The Staff disagreed and granted relief. The CVS

determination is thus inapplicable here, where the public health impacts of Coca-Cola’s products are

the significant policy issue.

A focus on societal impact like that shown by the Proposal’s request to shift Coca-Cola’s

product portfolio in a healthier direction is consistent with the Staff’s most recent articulation of the

standard for analyzing claims that a proposal addresses a significant social policy issue. SLB 14L,

issued in November 2021, emphasized that the analytical focus should be whether an otherwise

excludable proposal “raises issues with a broad societal impact” even if the proponent does not

demonstrate the issue’s significance to the specific company. The public health impacts of Coca-

Cola’s product portfolio, and the Proposal’s request to shift that portfolio in a healthier direction,

clearly qualifies as an issue with broad societal impact, especially given Coca-Cola’s size and reach:

Its most recent 10-K discloses that the Company sells “

five of the world’s top six nonalcoholic

sparkling soft drink brands.”

Coca-Cola’s claim that the Proposal merely “touch[es] on” a significant policy issue

involving public health—as opposed that issue being the central focus of the Proposal—finds no

support in the Proposal’s language. The core request of the Proposal seeks a shift toward a healthier

product portfolio, and the entire supporting statement discusses health and nutrition. Indeed, no

other subject is discussed.

The determinations Coca-Cola cites in support of this argument are inapposite. Home

Depot

involved a proposal asking the company to “reduce consumer exposure and increase

consumer awareness regarding mercury and any other toxins” contained in a certain brand of

The Coca-Cola Company (Feb. 21, 2019)

CVS Health Corporation (Mar. 22, 2021) (no determination issued; outcome available in chart:

https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/shareholder-proposal-no-action-responses-2020-2021.htm)

Staff Legal Bulletin 14L (Nov. 3, 2021).

The Coca-Cola Company, Report on Form 10-K filed Feb. 21, 2023, at 2.

The Home Depot, Inc. (Mar. 4, 2009).

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

product it sold. The proponent was not successful in convincing the Staff that the proposal’s focus

on reducing toxic exposures was a significant policy issue, perhaps due in some measure to the

Staff’s demonstrated reluctance (discussed above) to treat retailers of potentially harmful products

on par with their manufacturers. Similarly, the Staff was not persuaded by the proponent’s

characterization of the Amazon

proposal’s topic as addressing the significant social policy issue of

“preventing pollution.” Like the Home Depot proposal, the proposal to Amazon, which asked for a

report with “policy options to reduce potential pollution and public health problems from electronic

waste generated as a result of its sales to consumers,” may have foundered on Amazon’s status as a

retailer rather than a manufacturer of polluting products. This aspect of the Home Depot and

Amazon determinations is not present here, as Coca-Cola makes the products in its portfolio.

In sum, Coca-Cola has failed to meet its burden of establishing that it is entitled to exclude

the Proposal in reliance on either Rule 14a-8(i)(3) or 14a-8(i)(7). The Proposal clearly communicates

its request that Coca-Cola shift its product portfolio in a healthier direction—with the magnitude,

pace and nature of that shift to be determined in the Company’s discretion. Its references to

nutritional measures such as fiber, salt, protein, and micronutrients would not confuse consumers,

given that these are dimensions of health Coca-Cola touts in its own reporting. Finally, the Proposal

focuses on the significant policy issue of health impacts of Coca-Cola’s products. a subject that

transcends ordinary business.

* * *

The Proponent

appreciates the

opportunity to be

assistance in this matter. If you have

any

questions

or need additional information, please contact Frank Wagemans at

Frank.Wagemans@achmea.nl

or 0031-622087929.

Sincerely,

cc:

Alex Bahn

alex.bahn@wilmerhale.com

Amazon.com, Inc. (Mar. 17, 2016)

DocuSign Envelope ID: 8456BF61-9276-4206-8766-59C378DD690F

17/1/2024 | 20:03 CET

17/1/2024 | 14:35 CET

Alex Bahn

+1 202 663 6198 (t)

+1 202 663 6363 (f)

alex.bahn@wilmerhale.com

January 24, 2024

Via Online Shareholder Proposal Form

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Chief Counsel

100 F Street, NE

Washington, DC 20549

Re:

The Coca-Cola Company

Exclusion of Shareowner Proposal by Achmea Investment Management

Ladies and Gentlemen:

We are writing on behalf of our client, The Coca-Cola Company (the “Company”), to respond to

correspondence from Achmea Investment Management (the “Proponent”) dated January 17,

2024 (the “Reply Letter”), in response to no-action request (the “No-Action Request”) submitted

by the Company on December 22, 2023. The Company continues to believe, both for the reasons

below and the reasons provided in the No-Action Request, that the Proposal may be excluded

from the Company’s Proxy Materials. Capitalized terms used but not defined in this letter shall

have the meanings provided in the No-Action Request. In accordance with Rule 14a-8(j), a copy

of this supplemental letter is being sent to the Proponent.

The Proposal may be excluded pursuant to Rule 14a-8(i)(3) because the Proposal is inherently

vague

and indefinite, and subject to multiple interpretations.

The Proposal requests that the Company “adopt an enterprise-wide policy to move toward more

healthy products (emphasis added), to be defined in the discretion of the Company.”

The Reply Letter argues that rather than being “overly prescriptive”, it is designed “to

communicate a directional sentiment.” A “directional sentiment” is an extremely broad guide

that cannot save the Proposal from the inherent vagueness in what it means to “move toward

more healthy products.” Moreover, the Reply Letter acknowledges that the Company has

launched hydration products, improved high-protein beverage offerings and touted that it is

offering more beverages with nutrition and wellness benefits, which highlights the tension

between the Proposal’s aim to provide the Company “discretion to decide the magnitude, rate

and nature of any change,” and the implication that none of the Company’s efforts to date to

“move toward more healthy products” are sufficient. This inconsistency only further highlights

how the Proposal could be subject to multiple interpretations, and thus inherently vague and

indefinite, in violation of Rule 14a-9.

January 24, 2024

Page 2

The Proposal may be excluded pursuant to Rule 14a-8(i)(7) because the subject matter of the

perations.

The Staff has consistently concurred in exclusion under Rule 14a-8(i)(7) of shareholder

ordinary business operations.

shareholder proposals at issue in

Mondelez, Wal-Mart (2006), Wal-Mart (2014), Amazon (2015),

Amazon (2016), Papa Johns and TJX

is irrelevant and unpersuasive. As in these and the other

no-action letter precedent cited in the No-Action Request, the Proposal seeks to steer the general

direction of t

particular significant social policy issue that transcends the day-to-day business matters of the

company.

posals that have been

determined to implicate or not a significant social policy issue. However, as noted in the No-

Action Letter, the Proposal relies on a

, which is not a

clearly identifiable significant social policy issue. As a result, it is not a matter that transcends

Conclusion

For the foregoing reasons and the reasons set out in the No-Action Request, and consistent with

-action letters, we respectfully request that the Staff concur that it will take no

action if the Company excludes the Proposal from its Proxy Materials.

If the Staff has any questions with respect to the foregoing, or if for any reason the Staff does not

agree that the Company may exclude the Proposal from its Proxy Materials, please do not

hesitate to contact me at alex.bahn@wilmerhale.com or (202) 663-6198. In addition, should the

Proponent choose to submit any response or other correspondence to the Commission, we

request that the Proponent concurrently submit that response or other correspondence to the

Company, as required pursuant to Rule 14a-8(k) and SLB 14D, and copy the undersigned.

January 24, 2024

Page 3

Best regards,

Alex Bahn

cc:

Anita Jane Kamenz, The Coca-Cola Company

Jennifer Manning, The Coca-Cola Company

Mark Preisinger, The Coca-Cola Company

Frank Wagemans, Achmea Investment Management

January 30, 2024

Via Shareholder Proposal Portal

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Chief Counsel

100 F Street, NE

Washington, DC 20549

Re: Request by The Coca-Cola Company to omit proposal submitted by Stichting Bewaarder

Achmea Beleggingspools (Achmea Investment Management). Response to the letter from The

Coca-Cola Company/WilmerHale, dated January 24.

Dear Ladies and Gentlemen:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, Achmea Investment

Management (the “Proponent”) submitted a shareholder proposal (the “Proposal”) to The Coca-

Cola Company (“Coca-Cola” or the “Company”). The Proposal asks Coca-Cola to adopt an

enterprise-wide policy to move toward more healthy products, to be defined in the discretion of

the Company and beyond sugar reduction. The policy should include an assessment of the

current healthiness of its portfolio, targets with timelines and metrics for measuring

implementation and disclosure.

In a letter to the Division dated December 22, 2023 (the “No-Action Request”), Coca-Cola

stated that it intends to omit the Proposal from its proxy materials to be distributed to

shareholders in connection with the Company's 2024 annual meeting of shareholders. Achmea

Investment Management responded with a letter on the 17

of January,

On January 24, 2024, WilmerHale, on behalf of the company, filed an additional response to the

SEC. We respectfully submit this letter as a response to that letter, in addition to our letter

submitted on January 17, to articulate our stance on why the resolution should be included in the

Company's Proxy Materials.

1. Clarity and Scope of Proposal:

Contrary to the arguments presented by the Company, represented by WilmerHale, in their letter

from January 24

, our proposal is not inherently vague or indefinite. The central issue to this

proposal is that the Company’s peers have defined, clearly and concisely, what healthy nutrition

means to them

1,2,3.

. In addition, the Access to Nutrition Initiative found that 10 out of 11

companies from the US index have adopted a nutrient profiling model to define and determine

how healthy their product profile is. The Coca Cola Company was the only one that has not done

. That means investors cannot assess how The Coca Cola Company defines its own priority

theme “Health & Nutrition”, that came out third in its materiality assessment

. The Coca-Cola

Company states that it launched hydration products, but to shareholders it is not clear which

percentage of these products are healthy and how the company has defined healthy for a) these

products, b) its overall portfolio and c) what it aims to achieve with regard to health & nutrition.

The Proposal is not prescriptive as it allows the Company to define the specifics within a broader

framework. This will create transparency and accountability to its shareholders on how the

Company addresses its “Priority Theme Health & Nutrition”.

2. Significance of Social Policy Issue:

The Reply Letter contends that our Proposal does not address a clearly identifiable significant

social policy issue. We respectfully disagree. Avoiding adverse public health impacts of unhealthy

foods and beverages is undeniably a significant social policy issue in the US and other countries

in which the company is active and it is also clear that consumer preferences as well as regulation

is evolving

6,7,8,910,11,12,13.14,15.

Companies that proactively respond to these changes stand to benefit

in terms of both protecting reputation and avoiding additional governmental regulation.

In light of the above, we respectfully request the Staff's consideration to include our Proposal in

The Coca-Cola Company's Proxy Materials. Should you have any questions or require additional

information, please do not hesitate to contact me at Frank.Wagemans@achmea.nl or 0031-

6622087929. We appreciate your attention to this matter.

Sincerely.

R.M Krens

CIO

cc:

Alex Bahn

alex.bahn@wilmerhale.com

pepsico-nutrition-criteria.pdf

Kraft-Heinz-Global-Nutrition-Guidelines.pdf (kraftheinzcompany.com)

https://www.keurigdrpepper.com/content/dam/keurig-brand-sites/kdp/files/KDP-CR-Report-2022.pdf.html

(page 30)

221012-ATNI-_-US-Index-Executive-Summary-FINAL.pdf (accesstonutrition.org)

The Coca-Cola Company 2022 Business & Sustainability Report

FACT SHEET: The Biden-Harris Administration Announces More Than $8 Billion in New Commitments as Part of Call to

Action for White House Conference on Hunger, Nutrition, and Health | The White House

Dietary Guidelines for Americans, 2020-2025

The time is ripe for ESG + Nutrition: evidence-based nutrition metrics for Environmental, Social, and Governance (ESG)

investing | European Journal of Clinical Nutrition (nature.com)

GAO-21-593, CHRONIC HEALTH CONDITIONS: Federal Strategy Needed to Coordinate Diet-Related Efforts

Role of government policy in nutrition—barriers to and opportunities for healthier eating | The BMJ

About Nutrition | Nutrition | CDC

Front-of-pack nutrition labelling to promote healthier diets: current practice and opportunities to strengthen regulation

worldwide | BMJ Global Health

Nutri-Score | RIVM

Consumer willingness to pay for healthier food products: A systematic review - Alsubhi - 2023 - Obesity Reviews - Wiley

Online Library

Restricting promotions of products high in fat, sugar or salt by location and by volume price: implementation guidance -

GOV.UK (www.gov.uk)

Coca Cola Proposal

Prompt to Clone This Coca Cola Proposal

Apply this example's core structure, strategic pacing, and structural hierarchy directly to your own topic.

What are you generating today?