UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                  )

Filed by the Registrant   x

Filed by a Party other than the Registrant   ¨

Check the appropriate box:

COCA-COLA BOTTLING CO. CONSOLIDATED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COCA-COLA BOTTLING CO. CONSOLIDATED

Notice of Annual Meeting

and

Proxy Statement

20132014 Annual Meeting of Stockholders

May 14, 201313, 2014

Coca-Cola Bottling Co. Consolidated

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

March 27, 201331, 2014

Dear Stockholder:

We are pleased toOn behalf of the Board of Directors and the management of Coca-Cola Bottling Co. Consolidated (the “Company”), I invite you to attend the 20132014 Annual Meeting of Stockholders (the “Annual Meeting”) of Coca-Cola Bottling Co. Consolidated.. The Annual Meeting will be held at 9:00 a.m., Eastern Daylight Time, on Tuesday, May 14, 201313, 2014 at ourthe Company’s Corporate Center in Charlotte, North Carolina. Details regarding admission to the meeting and the business to be conducted are described in the accompanying Notice of Annual Meeting and Proxy Statement. In addition to considering the matters described in the Proxy Statement, we will report on matters of interest to our stockholders.

Whether or not you plan to attend the meeting, weAnnual Meeting in person, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The Proxy Statement explains more about proxy voting, so pleasevoting. Please read it carefully.

We look forward toThank you for your continued support.

Sincerely,

J. Frank Harrison, III

Chairman and Chief Executive Officer

COCA-COLA BOTTLING CO. CONSOLIDATED

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704) 557-4400

Notice of 20132014 Annual Meeting of Stockholders

March 31, 2014

The Board of Directors recommends a vote FOR items 1, 2 and 3. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting.

By Order of the Board of Directors,

Umesh M. Kasbekar

Secretary

March 27,Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 13, 2014.

The Proxy Statement and the 2013 Annual Report to Stockholders

are available atwww.proxyvote.com.

Table of Contents

PROXY STATEMENT

The boardBoard of directorsDirectors (the “Board”) of Coca-Cola Bottling Co. Consolidated (“Coke Consolidated” or the “Company”) is providing these materials to you in connection with Coke Consolidated’s 2013the 2014 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Daylight Time, on Tuesday, May 14, 201313, 2014 at ourCoke Consolidated’s Corporate Center located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

General Information

Why am I receiving these materials?

You have received these proxy materials because our board of directorsthe Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we areCoke Consolidated is required to provide you under the Securities and Exchange Commission (“SEC”rules and regulations (the “SEC rules”) rules and is designed to assist you in voting your shares.

What is a proxy?

Our board of directorsThe Board is asking for your proxy. This means you authorize persons selected by usthe Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted in accordance with the stockholder’s specific voting instructions.

Why did I receive a one-page notice regarding Internet availability of proxy materials instead of a full set of proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, we havethe Company has elected to mail a notice regarding the availability of proxy materials on the Internet, rather than sending a full set of these materials in the mail. The notice, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was mailedsent to stockholders beginning March 27, 2013,31, 2014, and ourthe Company’s proxy materials were posted both on ourthe investor relations portion of the Company’s website,www.cokeconsolidated.com, and on the website referenced in the notice on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by ourthe Company’s stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the notice for requesting copies.

What is included in these materials?

These materials include:

If you requestedreceived printed copies of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

There are twothree proposals scheduled to be voted on at the Annual Meeting:

—

the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as ourthe Company’s independent registered public accounting firm for fiscal year 2013.2014.

The board of directorsBoard is not aware of any other matters to be brought before the meeting.Annual Meeting. If other matters are properly raised at the meeting, the proxy holders may vote any shares represented by proxy in their discretion.

What are the board’sBoard’s voting recommendations?

Our board of directorsThe Board unanimously recommends that you vote your shares:

Who can attend the Annual Meeting?

Admission to the Annual Meeting is limited to:

Admission to the meeting will be on a first-come, first-served basis. Each stockholder may be asked to present valid picturephoto identification, such as a driver’s license or passport, and proof of stock ownership as of the record date.

When is the record date and who is entitled to vote?

The board of directorsBoard set March 18, 201317, 2014 as the record date. As of the record date, there were 7,141,447 shares of common stock outstanding and 2,108,9622,129,862 shares of class B common stock outstanding. Each share of Coke Consolidated common stock outstanding on the record date is entitled to one vote and each share of Coke Consolidated class B common stock outstanding on the record date is entitled to 20 votes on all matters presented at the Annual Meeting.

What is a stockholder of record?

A stockholder of record or registered stockholder is a stockholder whose ownership of Coke Consolidated stock is reflected directly on the books and records of ourthe Company’s transfer agent, American Stock Transfer & Trust Company, LLC. If you hold stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization. WeCoke Consolidated only havehas access to ownership records for the registered shares. If you are not a stockholder of record weand you wish to attend the Annual Meeting, the Company will require additional documentation to evidence your stock ownership as of the record date, such as a copy of your brokerage account statement, a letter from your bank, broker bank or other nominee or a copy of your notice or voting instruction card.form.

How do I vote?

You may vote by any of the following methods:

If you vote by phone or via the Internet, please have your notice or proxy card available. The control number appearing on your notice or proxy card is necessary to process your vote. A phone or Internet vote authorizes the named proxies in the same manner as if you marked, signed and returned a proxy card by mail.

How can I changerevoke my proxy or revokechange my vote?

You may changerevoke your proxy or revokechange your vote as follows:

What happens if I do not give specific voting instructions?

Stockholders of record.  If you are a stockholder of record and you:

you vote by proxy, by phone, via the Internet or by signing, dating and returning a proxy card, without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the board of directorsBoard on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting.

Beneficial owners of shares held in “street name.”  If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on thisthat matter with respect to your shares. This is referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

The election of directors (“Proposal 1”) is a matterand the approval, on an advisory basis, of the Company’s executive compensation (“Proposal 2”) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-routine matters; as a result, there may be broker non-votes on Proposal 1.Proposals 1 and 2.

The ratification of the appointment of PricewaterhouseCoopers LLP as ourthe Company’s independent registered public accounting firm for fiscal year 20132014 (“Proposal 2”3”) is a matter considered routine under applicable rules. A bank, broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to occur in connection with Proposal 2.3.

What is the voting requirement to approve each of the proposals?

What is the quorum for the Annual Meeting? How are withhold votes, abstentions and broker non-votes treated?

The presence, in person or by proxy, of the holders of a majority of the votes eligible to be cast by the holders of Coke Consolidated common stock and class B common stock voting together as a class is necessary for the transaction of business at the Annual Meeting. This is calledYour shares are counted as being present if you vote in person at the Annual Meeting, by telephone, via the Internet, or by submitting a “quorum.”properly executed proxy card or voting instruction form by mail. Abstentions and broker non-votes are counted as present for the purpose of determining a quorum for the Annual Meeting; however, broker non-votes are not counted as present for the purpose of determining a quorum for Proposal 1.

What isIf your shares are held in street name and you do not instruct your broker on a timely basis on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. The election of directors and the voting requirementadvisory vote to approve eachthe Company’s executive compensation are non-routine matters. Consequently, without your voting instructions, your brokerage firm cannot vote your shares on these proposals. These unvoted shares, called “broker non-votes,” refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote on non-routine matters. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the proposals?Company’s independent registered public accounting firm for fiscal 2014 should be considered a routine matter.

The following are the voting requirements for each proposal:

proxy and entitled to vote for them will be elected as directors to serve until the next annual meeting of stockholders. Votes withheld by stockholders will have no effect.

How are withhold authority votes, abstentions and broker non-votes treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. With respect to the election of directors, only “for” and “withhold” votes may be cast and withhold votes, broker non-votes and abstentions will have no effect on the outcome of the proposal relating to the election of directors.proposal.

With respect to Proposals 2 and 3, the advisory vote to approve the Company’s executive compensation and the ratification of the appointment of PricewaterhouseCoopers LLP as ourthe Company’s independent registered public accounting firm for fiscal year 2013,2014, an abstention will be counted as a vote present or represented and entitled to vote on the proposalproposals and will have the same effect as a vote against the proposal,proposals, and a broker non-vote will not be considered entitled to vote on the proposalthese proposals and will therefore have no effect on the outcome of the proposal.their outcome.

Who pays for solicitation of proxies?

We areThe Company is paying the cost of soliciting proxies. We have retained Broadridge Financial Solutions for a cost of $1,000, plus out-of-pocket expenses, to assist in the solicitation. Weproxies and will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. In addition to soliciting the proxies by mail and the Internet, certain of our the Company’s

directors, officers and regular employees, without compensation, may solicit proxies personally or by telephone, facsimile and email. The Company has retained Broadridge Financial Solutions to aid in the solicitation of proxies with respect to shares of stock held by brokers, financial institutions, and other custodians, fiduciaries and holders of record for a fee of approximately $1,000, plus expenses. The Company will reimburse its transfer agent, brokers, financial institutions, and other custodians, fiduciaries and holders of record for their reasonable costs in sending proxy materials to stockholders.

What are the expected voting results?

We expectThe Company expects each of the proposals of the board of directorsBoard to be approved by the stockholders. The board of directorsBoard has been informed that J. Frank Harrison, III intends to vote an aggregate of 2,108,6602,129,560 shares of ourCoke Consolidated’s class B common stock (representing 42,173,20042,591,200 votes and an aggregate of 85.5%85.6% of the total voting power of common stock and class B common stock together as of the record date)“FORFOR”” electing the boardelection of directors’each of the Board’s nominees for director,“FOR” the approval, on an advisory basis, of the Company’s executive compensation and“FORFOR”” the ratification of the appointment of PricewaterhouseCoopers LLP as ourthe Company’s independent registered public accounting firm for fiscal year 2013.2014.

Where can I find the voting results of the Annual Meeting?

Coke ConsolidatedThe Company will announce preliminary or final voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the SECSecurities and Exchange Commission (the “SEC”) within four business days of the completion of the Annual Meeting.meeting.

Security Ownership of Directors and Executive Officers

The following table shows the number of shares of Coke Consolidated common stock and class B common stock beneficially owned on March 17, 2014 by each director, nominee for director, named executive officer and all directors and executive officers as a group. As of March 17, 2014, a total of 7,141,447 shares of common stock and 2,129,862 shares of class B common stock were outstanding. Information about the beneficial ownership of the common stock and class B common stock owned by Mr. Harrison is shown on page 7.

Principal Stockholders

The following table provides information about the beneficial ownership of ourCoke Consolidated common stock and class B common stock as of March 18, 201317, 2014 by each person known to us to be a beneficial owner ofthat owned more than 5% of ourCoke Consolidated common stock or class B common stock as of such date:

Bottling Investments, Inc. on February 25, 2009.April 16, 2013. Such entities have shared power to vote and dispose of 2,482,165 shares of ourCoke Consolidated common stock.

the fundsFunds each has sole power to dispose of the 384,672272,852 shares owned by the funds.Funds. Fidelity SelectCo, LLC (“SelectCo”), a wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act, is the beneficial owner of 84,592 shares of common stock as a result of acting as investment adviser to various investment companies (the “SelectCo Funds” and, together with the Funds, the “Fidelity Funds”) registered under the Investment Company Act. Edward C. Johnson 3d and FMR LLC, through its control of SelectCo, and the SelectCo Funds each has sole power to dispose of the 84,592 shares owned by the SelectCo Funds. Neither FMR LLC nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by the Fidelity funds,Funds, which power resides with the funds’Fidelity Funds’ Boards of Trustees. Fidelity carriesand SelectCo carry out the voting of the shares under written guidelines established by the funds’Fidelity Funds’ Boards of Trustees.

FMR LLC also stated in Amendment No. 34 that Pyramis Global Advisors, LLC (“PGALLC”), an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act, is the beneficial owner of 90,040 shares of common stock as a result of serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under the Investment Company Act of 1940.Act. Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 90,040 shares and sole power to vote or to direct the voting of 90,040 shares of common stock owned by the institutional accounts or funds advised by PGALLC.

Proposal 1: Election of Directors

Our board of directorsThe Board has nominated 12 directors for election at the Annual Meeting to hold office until the next annual meeting of stockholders and the election of their successors. All of the nominees are currently serving as directors and all of the nominees were elected to the board of directorsBoard at last year’s annual meeting.meeting of stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

Although we knowthe Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxiesproxy holders intend to vote your shares for any substitute nominee proposed by the board of directors.Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the 12 nominees named in this Proxy Statement.

The 12 nominees for the Board receiving the highest number of affirmative votes of the shares of ourCoke Consolidated common stock and class B common stock present, in person or represented by proxy, and entitled to vote for them will be elected as directors to serve until the next annual meeting of stockholders. Votes withheld by stockholders, broker non-votes and abstentions will have no effect on the outcome of the director elections.

The board of directorsBoard unanimously recommends a vote “FOR”FOR each of the 12 nominees listed below.

Unless a proxy is marked to give a different direction, the persons named in the proxy will vote“FOR” each of the following nominees.

Nominees for Director

Listed below are the 12 persons nominated for election to the board of directors.Board. The following paragraphs include information about each director nominee’s business background, as furnished to usthe Company by the nominee, and additional experience, qualifications, attributes or skills that led the board of directorsBoard to conclude that the nominee should serve on the board of directors.Board.

J. Frank Harrison, III

Mr. Harrison is the Chairman of the board of directorsBoard and Chief Executive Officer of Coke Consolidated. Mr. Harrison served as Vice Chairman of the board of directorsBoard from November 1987 through his election as Chairman in December 1996 and was appointed as our Chief Executive Officer in May 1994. He was first employed by usthe Company in 1977 and has served as a Division Sales Manager and as a Vice President.

Mr. Harrison brings extensive business, managerial and leadership experience to the board of directors.Company’s Board. With over 35 years of experience with Coke Consolidated, Mr. Harrison provides the board of directorsBoard with a vital understanding and appreciation of ourthe Company’s business. His strong leadership skills have been demonstrated through his service as Chief Executive Officer since 1994 and as the Chairman of the boardBoard since 1996. He is also the controlling stockholder of Coke Consolidated and, as a member of the founding family of Coke Consolidated, maintains a unique position within the Coca-Cola system.

H.W. McKay Belk

Mr. Belk is the Managing Director of HWMB Advisors, LLC, a business consulting firm. Previously, he served as Vice Chairman of Belk, Inc., an operator of retail department stores, from August 2010 until his retirement in January 2012. Prior to that, Mr. Belk served as President and Chief Merchandising Officer of Belk, Inc. from May 2004 until August 2010 and as President, Merchandising, Marketing and Merchandise Planning of Belk, Inc. from May 1998 until May 2004. Mr. Belk served as President and Chief Merchandise Officer of Belk Stores Services, Inc., a provider of services to retail department stores, from March 1997 to April 1998. Mr. Belk served as President, Merchandise and Sales Promotion of Belk Stores Services, Inc. from April 1995 through March 1997. Mr. Belk is also a director of Belk, Inc.

Mr. Belk’s significant business experience, including executive, operational and marketing roles with Belk, Inc. and Belk Stores Services, Inc., and service as a director and executive committee member of Belk, Inc. qualify him for service as a member of the board of directors.Company’s Board. Mr. Belk has been a valuable member and contributor to our board of directorsthe Board since 1994.

Alexander B. Cummings, Jr.

Mr. Cummings is Executive Vice President and Chief Administrative Officer of The Coca-Cola Company. Mr. Cummings joined The Coca-Cola Company in 1997 as Deputy Region Manager, Nigeria. In 2000, he was named President of the North & West Africa Division. In March 2001, he became President of the Africa Group, responsible for The Coca-Cola Company’s operations in Africa, and served in this capacity until June 2008. Mr. Cummings was appointed Chief Administrative Officer of The Coca-Cola Company effective July 2008, and was elected Executive Vice President effective October 2008. Mr. Cummings currently serves on the boards of C.A.R.E. and Clark Atlanta University, and he has previously served on the Advisory Board of The African Presidential Archives & Research Center, The Corporate Council on Africa, The African-America Institute and The Center for Global Development’s Commission on U.S. Policy toward Low-Income Poorly Performing States. Mr. Cummings also served on the board of directors of Coca-Cola Hellenic Bottling Co., a publicly traded (Athens and NYSE) bottler of The Coca-Cola Company, from September 2006 to December 2010.

Mr. Cummings’ experience and position with The Coca-Cola Company, deep knowledge of the beverage industry and extensive international background in business and community affairs uniquely qualify him to serve as a member of our board of directors.the Company’s Board.

Sharon A. Decker

Ms. Decker was appointed Secretary of Commerce for the State of North Carolina in January 2013. Prior to that, she had been the Chief Executive Officer of The Tapestry Group, a faith based non-profit organization, since September 2004, and the Chief Executive Officer of North Washington Street Properties, a community redevelopment company, since October 2004. Ms. Decker served as the President of The Tanner Companies, a direct seller of women’s apparel, from August 2002 to September 2004. From August 1999 to July 2002, she was President of Doncaster, a division of The Tanner Companies. Ms. Decker was President and Chief Executive Officer of the Lynnwood Foundation, which created and manages a conference facility and leadership institute, from 1997 until 1999. From 1980 until 1997, she served Duke Energy Corporation in a number of capacities, including as Corporate Vice President and Executive Director of the Duke Power Foundation. She alsoMs. Decker currently serves as a directoron the board of directors of Family Dollar Stores, Inc., a discount retailer, and was a director of SCANA Corporation, a diversified utility company, where she is not a nominee for reelection as a director at that company’s annual meeting to be held in Apriluntil 2013.

Ms. Decker brings to the board of directorsBoard a unique and valuable perspective from the numerous executive and leadership positions she has held across a broad range of fields, including non-profit organizations and large public companies. Ms. Decker’s diverse executive experience and extensive experience serving on multiple boards qualify her to serve as a member of our board of directors.the Company’s Board.

William B. Elmore

Mr. Elmore is the Vice Chairman of the board of directorsBoard of Coke Consolidated, a position he has held since August 2012. Prior to such appointment, Mr. Elmore served as President and Chief Operating Officer from January 2001 to August 2012. He was Vice President, Value Chain from July 1999 to December 2000, Vice President, Business Systems from August 1998 to June 1999, Vice President, Treasurer from June 1996 to July 1998 and Vice President, Regional Manager for the Virginia, West Virginia and Tennessee Divisions from August 1991 to May 1996.

Mr. Elmore has served Coke Consolidated in numerous capacities, including high-level leadership roles, for over 20 years, providing him with an essential understanding of ourthe Company’s business and history as well as significant knowledge of the beverage industry. Mr. Elmore’s industry expertise and his years of business, financial, managerial, executive and board experience with Coke Consolidated make him a valuable member of our board of directors.the Company’s Board.

Morgan H. Everett

Ms. Everett is the Community Relations Director of Coke Consolidated, a position she has held since January 2009. She has been an employee of Coke Consolidated since October 2004. Ms. Everett graduated from Southern Methodist University with a B.A. in Communications in 2003, and she is a member of the founding family of Coke Consolidated.

Ms. Everett’s past service to Coke Consolidated, including experience in the operations of Coke Consolidated, and her education qualify her to serve as a member of our board of directors.the Company’s Board. Ms. Everett’s service on the boardBoard also adds to the diversity of the boardBoard in both demographics and perspective.

Deborah H. Everhart

Ms. Everhart has been an affiliate broker with Real Estate Brokers LLC, a real estate brokerage firm in Chattanooga, Tennessee, since January 2013. Prior to that, she was an affiliate broker with two other real estate brokerage firms located in Chattanooga, Tennessee, Assist2Sell (from September 2009 to December 2012) and Fletcher Bright Company (from February 1997 untilto September 2009).

Ms. Everhart has provided the board of directorsBoard with dedicated service for nine10 years. Her business acumen and board experience make her a valuable addition to our board of directors.the Company’s Board. Ms. Everhart is also a member of the founding family of Coke Consolidated and holds a significant pecuniary interest in the stock of Coke Consolidated.

Henry W. Flint

Mr. Flint is our President and Chief Operating Officer of Coke Consolidated, positions he has held since August 2012. Mr. Flint served as the Vice Chairman of the board of directorsBoard of Coke Consolidated from April 2007 to August 2012. Prior to that, he was Executive Vice President and Assistant to the Chairman from July 2004 to April 2007. Mr. Flint also served as Secretary of Coke Consolidated from March 2000 to August 2012. Mr. Flint was Co-Managing Partner of the law firm of Kennedy Covington Lobdell & Hickman, L.L.P. from January 2000 to July 2004, a firm with which he was associated since 1980. Mr. Flint also served as our Secretaryreceived a Master’s degree in Business Administration from 2000 to August 2012.The University of Virginia Darden School of Business.

Mr. Flint’s long-standing service to Coke Consolidated and his managerial expertise make him a valuable member of our board of directorsthe Company’s Board and qualify him for service on the board.Board. Mr. Flint’s graduate business degree

and legal background providesprovide the board of directorsBoard a valuable perspective on many of the issues that face ourthe Company and makesmake him a valuable addition to a well-rounded board of directors.Board.

William H. Jones

Dr. Jones has served as President of Columbia International University, a university with an enrollment of over 1,250 students, since 2007. Prior to accepting the role of President, Dr. Jones served in senior roles as Provost and Senior Vice President of Columbia International University, where he also taught for 21 years. Since 2007, Dr. Jones has served as a member of the Board of Trustees and Finance Committee of the South Carolina Independent Colleges and Universities. Dr. Jones also serves as chairChair of the International Leadership Team of Crossover Communications International, a missions agency he cofounded that ministers in 1920 countries.

Dr. Jones’ demonstrated leadership skills, board experience, academic credentials and success in managing an academic institution qualify him for service on the board of directors.Company’s Board. Dr. Jones’ strong character and experience in matters of ethics also qualify him for service on the board of directors.Board.

James H. Morgan

Mr. Morgan has served as Chairman of Krispy Kreme Doughnuts, Inc., a leading branded specialty retailer and wholesaler of premium quality sweet treats and complementary products, since January 2005, as Chief Executive Officer since January 2008 and as President since April 2012. Mr. Morgan also previously served as President of Krispy Kreme from January 2008 to November 2011. Mr. Morgan served as Vice Chairman of Krispy Kreme from March 2004 to January 2005. From 2001 to 2008, Mr. Morgan served as Chairman of Covenant Capital, LLC, an investment management firm. Previously, Mr. Morgan served as a consultant for Wachovia Securities, Inc., a securities and investment banking firm, from January 2000 to May 2001. From April 1999 to December 1999, Mr. Morgan was Chairman and Chief Executive Officer of Wachovia Securities, Inc. Mr. Morgan was employed by Interstate/Johnson Lane, an investment banking and brokerage firm, from 1990 to 1999 in various capacities, including as Chairman and Chief Executive Officer.

As the current Chief Executive Officer of Krispy Kreme Doughnuts, Inc. and a former executive at several major public and private companies, Mr. Morgan provides the board of directorsBoard with significant leadership and executive experience. Mr. Morgan’s proven leadership capability and his extensive knowledge of the complex financial and operational issues facing large companies qualify him to serve as a member of our board of directors.the Company’s Board.

John W. Murrey, III

Mr. Murrey has beenwas an Assistant Professor at Appalachian School of Law in Grundy, Virginia sincefrom August 2003.2003 until May 2013. Mr. Murrey was of counsel to the law firm of Shumacker Witt Gaither & Whitaker, P.C., in Chattanooga, Tennessee until December 2002, a firm with which he was associated since 1970. Mr. Murrey is a director of The Dixie Group, Inc., a carpet manufacturer, and previously was a director of U.S. Xpress Enterprises, Inc. from 2003 until 2007.

Mr. Murrey’s longstanding quality service as a member of our board of directorsthe Company’s Board as well as his significant experience serving on the boards of directors of other companies give him an understanding of the role of thea board of directors and qualify him to serve on our board of directors.the Company’s Board. Mr. Murrey’s legal background also adds to the diversity of the board of directors.Board. Mr. Murrey has been a valuable member and contributor to our board of directorsthe Company’s Board since 1993.

Dennis A. Wicker

Mr. Wicker has been a partner in the law firm of Nelson Mullins Riley & Scarborough LLP in its Raleigh, North Carolina office since November 2009. From April 2008 untilto November 2009, he was a partner in the law firm of SZD Wicker, LPA. From 2001 until 2008, Mr. Wicker was a partner in the Raleigh, North Carolina office of the

law firm of Helms Mulliss & Wicker, PLLC. He served as Lt. Governor of the State of North Carolina from 1993 to 2001. Mr. Wicker also previously served as Chairman of the State Board of Community Colleges and as Chairman of North Carolina’s Technology Council. Mr. Wicker currently serves as a directoron the board of directors of First Bancorp, a bank holding company, and was a director of Air T, Inc., an air transportation services company.company, until 2013.

Mr. Wicker’s leadership skills, years of high quality service on Coke Consolidated’s board of directors,Board, service on the boards of directors of First Bancorp and Air T, Inc. and experience in public service qualify him for service on our board of directors.the Company’s Board.

Coke Consolidated is party to an Amended and Restated Stock Rights and Restrictions Agreement, dated February 19, 2009, with The Coca-Cola Company and J. Frank Harrison, III. Under the agreement, TheCoca-Cola Company has the right to designate one person for nomination to our board of directors,the Company’s Board, and Mr. Harrison and trustees of certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr. have agreed to vote shares of ourCoke Consolidated’s stock that they control for the election of such designee. Mr. Cummings has been The Coca-Cola Company’s designee on our board of directorsthe Company’s Board since March 2010.

J. Frank Harrison, III and Deborah H. Everhart are brother and sister. J. Frank Harrison, III and Morgan H. Everett are father and daughter. Deborah H. Everhart and Morgan H. Everett are aunt and niece. In accordance with the operating agreement of the J. Frank Harrison Family, LLC and certain trusts established for the benefit of certain relatives of the late J. Frank Harrison, Jr., Mr. Harrison intends to vote the shares of ourCoke Consolidated’s stock owned or controlled by such entities for the election of Ms.  Everhart to the board of directors.Board.

Corporate Governance

The Board of Directors

Coke Consolidated is governed by a board of directorsthe Board and its various committees of the board that meet throughout the year.committees. The board of directorsBoard and its committees have general oversight responsibility for the affairs of Coke Consolidated.the Company. In exercising its fiduciary duties, the board of directorsBoard represents and acts on behalf of ourthe Company’s stockholders.

Director Independence

The board of directorsBoard determines the independence of its members based on the standards specified by The NASDAQ Stock Market (“Nasdaq”NASDAQ”). The board of directorsBoard has reviewed the relationships between Coke Consolidated and each director to determine compliance with the NasdaqNASDAQ independence standards. Based on its review, the board of directorsBoard has determined that the following six directors and director nominees, comprising one-half of the Company’s board of directors,Board, are independent: H.W. McKay Belk, Sharon A. Decker, William H. Jones, James H. Morgan, John W. Murrey, III and Dennis A. Wicker. Our board of directorsThe Board is not required to be comprised of a majority of independent directors because Coke Consolidated qualifies as a “controlled company” under NasdaqNASDAQ standards. We qualifyCoke Consolidated qualifies as a controlled company because more than 50% of ourits voting power is controlled by the Chairman and Chief Executive Officer (the “Controlling Stockholder”). NasdaqNASDAQ adopted its “controlled company” rule in recognition of the fact that a majority stockholder may control the selection of directors and certain key decisions of a company through his or her ownership rights.

The board of directorsBoard has determined that each member of the Audit Committee and Compensation Committee (see membership information below under “Board Committees”) is independent.

In conducting its review of director independence, the board of directorsBoard reviewed the following transactions, relationships or arrangements. All matters described below are within the NasdaqNASDAQ independence standards.

The boardBoard did not consider transactions with entities in which a director or immediate family member served only as a trustee or director because the boardBoard believes that the nature of the separate relationships the Company and the director or an immediate family member each have with these organizations would not interfere with the exercise of independent judgment in carrying out the responsibilities of an independent director. The boardBoard also did not consider de minimis amounts of entertainment of directors paid for by employee-directors or executive officers.

The independent directorsmembers of the boardBoard meet at least twice each year in executive session without the other directors.

Board Leadership Structure

Mr. Harrison serves as both the Chairman of the board of directors and the CEO of Coke Consolidated, and Mr. Wicker serves as the Lead Independent Director.

The board of directorsBoard does not have a general policy regarding the separation of the roles of Chairman and Chief Executive Officer, or CEO. Our bylawsThe Company’s Amended and Restated Bylaws permit these positions to be held by the same person, and the board of directorsBoard believes that it is in the best interests of Coke Consolidated to retain flexibility in determining whether to separate or combine the roles of Chairman and CEO based on our circumstances.the Company’s circumstances at a particular time.

Mr. Harrison currently serves as both the Chairman of the Board and the CEO of Coke Consolidated. The boardBoard has determined that it is appropriate for Mr. Harrison to serve as both Chairman and CEO (1)(i) in recognition of Mr. Harrison’s ownership of a controlling equity interest in Coke Consolidated and unique position within ourthe Company and the Coca-Cola system and (2)(ii) because it provides an efficient structure that permits usthe Company to present a unified vision to ourits constituencies.

The board of directorsBoard has electedappointed Mr. Wicker to serve as its Lead Independent Director. The Lead Independent Director (1)(i) presides over all meetings of the independent directors in executive session, (2)(ii) serves as a liaison between the Chairman of the boardBoard and the independent directors, (3)(iii) has authority to call meetings of the independent directors and (4)(iv) serves as a contact person to facilitate communications between employees, stockholders and others with the independent directors.

Board Committees

The board of directorsBoard has a standing Audit Committee, Compensation Committee, Executive Committee, Finance Committee and Employee Benefits Committee. The board of directors may also establish other committees from time to time as it deems necessary. Committee members and committee chairs are appointed by the board of directors.

Board. The members of the board’sthese committees are identified in the following table:

Each committee of the board of directorsBoard functions pursuant to a written charter adopted by the board of directors. We doBoard. The Company does not include the committee charters on ourits corporate website. A copy of the Audit Committee Charter iswas attached to this Proxy Statementthe Company’s proxy statement for its 2013 Annual Meeting of Stockholders as Appendix A. Copies of the Compensation Committee Charter and the Executive Committee Charter were attached to ourthe Company’s proxy statement for ourits 2012 annual meetingAnnual Meeting of stockholdersStockholders as Appendix A and B, respectively.

The following table provides information about the operation and key functions of each boardBoard committee:

Committee		Functions and Additional Information		Number of Meetings in Fiscal 20122013
Executive Committee		Ÿ         Assists the Board in handling matters that need to be addressed before the next scheduled Board meeting. Ÿ         Identifies, evaluates and recommends director candidates to the Board. Ÿ         Reports regularly to the Board.		1
Finance Committee		Ÿ         Reviews and approves policies related to our financial affairs, including policies regarding the management of material financial risks and borrowing transactions. Ÿ         Reviews and approves policies related to cash management, investing activities, loan agreements, hedging activities, leasing transactions and other investment banking transactions and arrangements. Ÿ         Reports to the board,Board, as appropriate.		1
Employee Benefits Committee		Ÿ         Reviews policies related to Coke Consolidated’s general employee benefit and welfare plans. Ÿ         Reviews the investment funding policies, financial status and objectives of the general employee benefit and welfare plans. Ÿ         Reports to the board,Board, as appropriate.		1

The Board may also establish other committees from time to time as it deems necessary.

Director Meeting Attendance

The board of directorsBoard held fourfive meetings during fiscal year 2012.2013. With the exception of Alexander B. Cummings, Jr., each incumbent director attended at least 75% or more of the aggregate number of meetings of the boardBoard and committees of the boardBoard on which the director served during fiscal year 2012.2013. Absent extenuating circumstances, each director is required to attend the Company’s annual meeting of stockholders in person. Eleven of the Company’s twelve directors attended the 2012 annual meeting2013 Annual Meeting of stockholders.Stockholders. The independent directors held twothree executive sessions in fiscal year 2012.2013.

Director Nomination Process

The board of directorsBoard does not have a standing Nominating Committee comprised solely of independent directors. The board of directorsBoard is not required to have such a committee because Coke Consolidated qualifies as a “controlled company” under Nasdaqthe NASDAQ standards as further described under “Director Independence” beginning on page 11.13.

The board of directorsBoard has delegated to itsthe Executive Committee the responsibility for identifying, evaluating and recommending director candidates to the board of directors,Board, subject to the final approval of the Controlling Stockholder who is also a member of the Executive Committee. Because we areCoke Consolidated is a controlled company and all director candidates must be acceptable to the Controlling Stockholder, the board of directorsBoard has approved the following nomination and appointment process to provide ourthe Company’s constituencies with a voice in the identification of candidates for nomination and appointment.

In identifying potential director candidates, the Executive Committee may seek input from other directors, executive officers, employees, community leaders, business contacts, third-party search firms and any other sources deemed appropriate by the Executive Committee. The Executive Committee will also consider director candidates appropriately recommended by stockholders.

In evaluating director candidates, the Executive Committee does not set specific minimum qualifications that must be met by a director candidate. Rather, the Executive Committee considers the following factors in addition to any other factors deemed appropriate by the Executive Committee:

—

whether the candidate is eligible to serve on the Audit Committee or other boardBoard committees under the applicable NasdaqNASDAQ listing standards and other applicable laws, rules or regulations;

Diversity is one of the various factors the Executive Committee may consider in identifying director nominees, but the Executive Committee does not have a formal policy regarding board diversity.

All director candidates, including candidates appropriately recommended by stockholders, are evaluated in accordance with the process described above. The Executive Committee will not recommend any potential director candidate that is not acceptable to the Controlling Stockholder.

Stockholder Recommendations of Director Candidates

Stockholders who wish to recommend director candidates for consideration by the Executive Committee may do so by submitting a written recommendation to the Chairman of the Executive Committee c/o our Secretary atCoca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. Such recommendation must include sufficient biographical information concerning the director candidate, including a statement regarding the director candidate’s qualifications. The Executive Committee may require further information and obtain further assurances concerning the director candidate as it deems reasonably necessary for considering the candidate.

Recommendations by stockholders for director candidates to be considered for inclusion in the proxy statement and form of proxy relating to the 2014 annual meeting2015 Annual Meeting of stockholdersStockholders must be received no later than November 27, 2013.December 1, 2014. Appropriate submission of a recommendation by a stockholder does not guarantee the selection of the stockholder’s candidate or the inclusion of the candidate in ourthe Company’s proxy statement; however, the Executive Committee will consider any such candidate in accordance with the director nomination process described above.

Policy for Review of Related Person Transactions

OurCoke Consolidated’s Code of Business Conduct includes ourthe Company’s policy regarding the review and approval of certain related person transactions. In accordance with the Code of Business Conduct, all material transactions or conflicts of interest involving members of the board of directorsBoard or ourthe Company’s executive officers must be reported to and approved by the Audit Committee. Under the Code of Business Conduct, a material conflict of interest does not include any employment relationship involving a director, executive officer or immediate family member of a director or executive officer and any related compensation solely resulting from that employment

relationship if the relationship and the related compensation have been approved by the Compensation Committee of the board of directorsBoard and all of such Committee’s members are independent based on the standards specified by Nasdaq.NASDAQ.

For purposes of ourthe Code of Business Conduct, any related person transaction that is required to be reported in ourthe Company’s proxy statements under SEC rules is deemed to be a “material transaction” and must be reported to and approved by the Audit Committee. Management determines whether a transaction is a material transaction that requires approval by the Audit Committee. The Audit Committee has approved each of the related person transactions described beginning on page 41.below under “Related Person Transactions.”

The board of directorsBoard also forms special committees from time to time for the purpose of approving certain related person transactions.

Related Person Transactions

Transactions with The Coca-Cola Company

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverage products of The Coca-Cola Company, which is the sole owner of the secret formulas for the concentrates or syrups used to make these products. Accordingly, the Company engages in various transactions with The Coca-Cola Company. The Coca-Cola Company owned 34.8% of Coke Consolidated’s outstanding common stock, which represented 5.0% of the total voting power of Coke Consolidated’s common stock and class B common stock voting together, as of March 17, 2014. As of March 17, 2014, The Coca-Cola Company owned 26.8% of Coke Consolidated’s total outstanding common stock and class B common stock on a combined basis.

Concentrates and Syrups; Marketing Programs

Coke Consolidated has entered into various agreements with The Coca-Cola Company that entitle the Company to produce, market and distribute in its exclusive territory The Coca-Cola Company’s nonalcoholic beverages in bottles, cans and five gallon pressurized pre-mix containers. These agreements with The Coca-Cola Company generally entitle the Company to purchase concentrates and syrups at prices, on terms of payment, and on other terms and conditions of supply as determined from time to time by The Coca-Cola Company in its sole discretion. Coke Consolidated has also entered into supplemental agreements with The Coca-Cola Company generally providing that The Coca-Cola Company will sell syrups and concentrates to the Company at prices no greater than those charged to other bottlers party to agreements substantially similar to those between the Company and The Coca-Cola Company.

Since 2008, the Company has been purchasing concentrate from The Coca-Cola Company for all sparkling beverages for which the Company purchases concentrate from The Coca-Cola Company under an incidence-based pricing arrangement and has not purchased concentrates at standard concentrate prices as was the Company’s practice in prior years. During the term of a new incidence-based pricing agreement that the Company entered into with The Coca-Cola Company in December 2013 for a two-year term beginning on January 1, 2014 and ending on December 31, 2015, the pricing of such concentrate will continue to be governed by the incidence-based pricing model rather than the other agreements that the Company has with The Coca-Cola Company. Under the incidence-based pricing model, the concentrate price The Coca-Cola Company charges is impacted by a number of factors, including the incidence rate in effect, the Company’s pricing and sales of finished products, the channels in which the finished products are sold and package mix.

Coke Consolidated’s agreements with The Coca-Cola Company generally require the Company to use all approved means and spend such funds on advertising and other forms of marketing as may be reasonably required to satisfy demand for The Coca-Cola Company’s beverage products in the Company’s territories. Coke Consolidated is required to meet annually with The Coca-Cola Company to present its marketing, management and advertising plans for the upcoming year, including financial plans showing that Coke Consolidated has the financial capacity to perform its duties and obligations to The Coca-Cola Company.

Coke Consolidated relies extensively on advertising and sales promotion in the marketing of its products. The Coca-Cola Company and other beverage companies that supply concentrates, syrups and finished products to the Company have historically made substantial marketing and advertising expenditures to promote sales in the local territories served by the Company. Coke Consolidated also benefits from national advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements.

While The Coca-Cola Company has provided Coke Consolidated with marketing funding support in the past, the Company’s bottling agreements generally do not obligate The Coca-Cola Company to do so. Coke Consolidated has however entered into agreements with The Coca-Cola Company generally providing that The Coca-Cola Company will offer marketing funding to the Company in a manner consistent with its dealing with comparable bottlers. A more detailed discussion of Coke Consolidated’s beverage agreements with The Coca-Cola Company can be found beginning on page 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2013.

The following table summarizes the significant transactions between Coke Consolidated and The Coca-Cola Company during fiscal 2013:

Coke Consolidated has a production arrangement with Coca-Cola Refreshments USA, Inc. (formerly, Coca-Cola Enterprises, Inc.), a wholly-owned subsidiary of The Coca-Cola Company (“Refreshments”), to buy and sell finished products at cost. Sales to Refreshments under this arrangement were $60.2 million in fiscal 2013. Purchases from Refreshments were $46.7 million in fiscal 2013. In addition, Refreshments began distributing one of Coke Consolidated’s own brands in the first quarter of 2010. Total sales to Refreshments for this brand were $23.8 million in fiscal 2013.

Piedmont Coca-Cola Bottling Partnership

In 1993, Piedmont Coca-Cola Bottling Partnership (the “Partnership”) was formed by one of Coke Consolidated’s wholly-owned subsidiaries and a wholly-owned subsidiary of The Coca-Cola Company to distribute and market finished bottle, can and fountain beverage products under trademarks of The Coca-Cola Company and other third-party licensors in portions of North Carolina, South Carolina, Virginia and Georgia. Coke Consolidated owns a 77.3% interest in the Partnership and The Coca-Cola Company owns a 22.7% interest in the Partnership. The initial term of the Partnership is through 2018, but the Partnership can be terminated earlier under certain circumstances. Each partner’s interest is subject to limitations on transfer, rights of first refusal and other purchase rights in the case of specified events.

Coke Consolidated manufactures and packages products and manages the Partnership pursuant to a management agreement. Coke Consolidated receives a fee based on total case sales, reimbursement for out-of-pocket expenses and reimbursement for sales branch, divisional and other expenses. The term of the management agreement is through 2018, but can be terminated earlier in the event of certain change of control events, a termination of the Partnership or a material default by either party. During fiscal 2013, Coke Consolidated received management fees of $31.9 million from the Partnership. Coke Consolidated sells product at cost to the Partnership. These sales amounted to $118.0 million in fiscal 2013. Coke Consolidated subleases various fleet and vending equipment to the Partnership at cost. These sublease rentals amounted to $3.5 million in fiscal 2013.

Coke Consolidated has agreed to provide up to $100.0 million in revolving credit loans to the Partnership under an agreement that expires December 31, 2015. The Partnership pays Coke Consolidated interest on the loans at a rate equal to the Company’s average cost of funds plus 0.50% (6.65% at December 29, 2013). There were no amounts outstanding under this agreement at December 29, 2013.

The Partnership has agreed to provide up to $100.0 million in revolving credit loans to Coke Consolidated under an agreement that expires in December 2017. Coke Consolidated pays the Partnership interest on the loans based on monthly average rates for A1/P1-rated commercial paper, which was 0.16% at December 29, 2013. There was $17.8 million outstanding under this agreement at December 29, 2013.

Amended and Restated Stock Rights and Restrictions Agreement

On January 27, 1989, Coke Consolidated entered into a Stock Rights and Restrictions Agreement (the “Rights and Restrictions Agreement”) with The Coca-Cola Company, under which The Coca-Cola Company agreed (i) not to acquire additional shares of common stock or class B common stock except in certain circumstances and (ii) not to sell or otherwise dispose of shares of class B common stock without first converting them into common stock except in certain circumstances.

On February 19, 2009, Coke Consolidated entered into an Amended and Restated Stock Rights and Restrictions Agreement (the “Amended Rights and Restrictions Agreement”) with The Coca-Cola Company and Mr. Harrison. In connection with entering into the Amended Rights and Restrictions Agreement, The Coca-Cola Company converted all of its 497,670 shares of Coke Consolidated class B common stock into an equivalent number of shares of Coke Consolidated common stock. The material terms of the Amended Rights and Restrictions Agreement include the following:

The Amended Rights and Restrictions Agreement also provides The Coca-Cola Company the option to exchange its 497,670 shares of common stock for an equivalent number of shares of class B common stock in the event any person or group acquires control of more of Coke Consolidated’s voting power than is controlled by the Harrison Family.

The Amended Rights and Restrictions Agreement eliminates certain provisions of the prior Rights and Restrictions Agreement, including The Coca-Cola Company’s option and obligation to maintain equity and voting percentages in the Company and its preemptive right to acquire shares of Coke Consolidated stock.

Alexander B. Cummings, Jr. is The Coca-Cola Company’s designee on the Company’s Board. Mr. Cummings is Executive Vice President and Chief Administrative Officer of The Coca-Cola Company.

Termination of Voting Agreement and Irrevocable Proxy

The Coca-Cola Company and Mr. Harrison were also parties to a Voting Agreement dated January 27, 1989 (the “Voting Agreement”), pursuant to which Mr. Harrison agreed to vote his shares of common stock and class B common stock for a designee of The Coca-Cola Company for election as a director on Coke Consolidated’s Board. In connection with the Voting Agreement, The Coca-Cola Company also granted to Mr. Harrison an irrevocable proxy with respect to all shares of class B common stock and common stock owned by TheCoca-Cola Company covering all matters on which the holders of such shares were entitled to vote other than certain mergers, consolidations, asset sales and other fundamental corporate transactions. In connection with entering into the Amended Rights and Restrictions Agreement, as described above, the parties terminated the Voting Agreement and irrevocable proxy effective February 19, 2009.

Proposed Expansion of the Company’s Franchised Territory

In April 2013, the Company announced that it had signed a non-binding letter of intent (the “LOI”) with The Coca-Cola Company to expand the Company’s franchised territory to include distribution rights in parts of Tennessee and Kentucky that are currently served by Refreshments. The parties are continuing to negotiate definitive agreements for the proposed transactions described in the LOI (the “Definitive Agreements”) and the Company expects to execute the Definitive Agreements in the second quarter of 2014. Assuming execution of the Definitive Agreements occurs, the Company expects the parties would then complete a series of closings by early 2015 to effect the proposed transactions. There is no assurance, however, that the parties will enter into the Definitive Agreements in such time frame or at all or that any of the anticipated closings will occur in such time frame or at all.

Under the LOI, Refreshments would grant the Company exclusive distribution rights for brands owned by The Coca-Cola Company for most of the proposed expanded territory by entering into a sub-bottling arrangement at each of the closings with Refreshments pursuant to a comprehensive beverage agreement (the “CBA”) that would require the Company to make quarterly sub-bottling payments on an ongoing basis to Refreshments. Refreshments would also transfer to the Company pursuant to the Definitive Agreements its rights to distribute the brands currently distributed by Refreshments in the proposed expanded territory that are not owned by The Coca-Cola Company (the “cross-licensed brands”), subject to the consent of the applicable third-party brand owners. The Company would also acquire from Refreshments substantially all the assets of Refreshments related to the distribution, promotion, marketing and sale of The Coca-Cola Company brands and cross-licensed brands in the expanded territory.

As proposed in the LOI, the Company would not acquire any production assets from Refreshments and would not have production rights in the part of the expanded territory to be serviced under the CBA; instead, the Company expects to enter into a finished goods supply agreement with Refreshments pursuant to which the Company would purchase from Refreshments substantially all the Company’s requirements to serve that portion of the expanded territory. The Company expects that the consummation of the transactions proposed in the LOI will also involve the Company exchanging with Refreshments certain assets and franchised territories the Company currently serves in western Tennessee for portions of the expanded territory. The Company expects to service the portion of the expanded territory acquired in the exchange under existing agreements with The Coca-Cola Company rather than under the CBA.

In addition to the negotiation and execution of the Definitive Agreements, the LOI sets forth certain customary conditions to closing as well as a number of other conditions that the Company and The Coca-Cola Company currently intend to be satisfied prior to one or more of the closings and/or to be addressed in the Definitive Agreements. These other conditions include the parties engaging in various pre-closing planning activities related to governance, product supply, information technology and shared services and also entering into such service

arrangements and product supply agreements at each closing as would be necessary to allow the Company to operate the expanded territory after such closing and to assure the smooth transition of the expanded territory to the Company by Refreshments. These conditions also include the Company and The Coca-Cola Company having agreed to (i) the Company’s options to participate economically in the U.S. national food service and warehouse juice businesses and in future non-direct store delivery products and/or business models of The Coca-Cola Company, (ii) an arrangement for the provision of logistics and transportation services to Refreshments by the Company’s ancillary business Red Classic Services, and (iii) the terms of the future purchase by The Coca-Cola Company of BYB Brands, Inc., a wholly-owned subsidiary of the Company that develops, sells and markets certain branded products of the Company.

If the Definitive Agreements are executed, which there can be no assurances will occur, the Company will file a Current Report on Form 8-K describing the material terms and conditions of the Definitive Agreements (the “8-K Report”). It is possible that the Company may file the 8-K Report between the date this proxy statement is first made available to the Company’s stockholders and the date of the Company’s Annual Meeting. In such event, the foregoing descriptions of the proposed terms and conditions of the Definitive Agreements, which are only brief summaries thereof, shall be deemed to be qualified in their entirety (i) by reference to the description of the terms and conditions of the Definitive Agreements that will be included in the 8-K Report and (ii) by reference to the full text of those Definitive Agreements which would be filed as exhibits to the 8-K Report or the Company’s next Quarterly Report on Form 10-Q.

Other Related Person Transactions

Along with all other Coca-Cola bottlers in the United States, Coke Consolidated is a member of Coca-Cola Bottlers’ Sales & Services Company LLC (the “Sales and Services Company”), which was formed in 2003 to facilitate various procurement functions and the distribution of beverage products of The Coca-Cola Company and to enhance the efficiency and competitiveness of the Coca-Cola bottling system in the United States. The Sales and Services Company negotiated the procurement for the majority of the Company’s raw materials (excluding concentrate) in fiscal 2013. Coke Consolidated paid $0.5 million in fiscal 2013 to the Sales and Services Company for its share of the Sales and Services Company’s administrative costs. Amounts due from the Sales and Services Company for rebates on raw material purchases were $5.1 million on December 29, 2013. Refreshments is also a member of the Sales and Services Company.

Coke Consolidated leases the Snyder Production Center and an adjacent sales facility, which are located in Charlotte, North Carolina, from Harrison Limited Partnership One (“HLP”) pursuant to a lease with a 10-year term extending through December 31, 2020. HLP is directly and indirectly owned by trusts of which Mr. Harrison and Ms. Everhart are trustees and beneficiaries. Ms. Everett is a permissible, discretionary beneficiary of the trusts that directly or indirectly own HLP. The base rent under the lease agreement will increase by 3% for each 12-month period. Total payments under the lease agreement were $3.6 million in fiscal 2013. The principal balance outstanding under this capital lease as of December 29, 2013 was $22.2 million. The lease agreement was negotiated under the supervision of a special committee of the Board, comprised of independent directors with no interest in the transaction.

Coke Consolidated also leases its corporate headquarters and an adjacent office building from Beacon Investment Corporation (“Beacon”), of which Mr. Harrison is the majority stockholder and Ms. Everett is a minority stockholder. The annual base rent the Company is obligated to pay under this lease is subject to adjustment for increases in the Consumer Price Index. The lease expires on December 31, 2021. Total payments under this lease were $4.1 million in fiscal 2013. The principal balance outstanding under this capital lease as of December 29, 2013 was $22.9 million.

Ms. Everett, Coke Consolidated’s Community Relations Director and a member of the Company’s Board, is the daughter of Mr. Harrison, the Company’s Chairman and Chief Executive Officer. For fiscal 2013, Ms. Everett received total compensation of approximately $126,399. Her compensation was established by the Company in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. The Compensation Committee of the Board,

which is comprised entirely of independent directors, has reviewed and approved the compensation paid to her. Ms. Everett’s father, Mr. Harrison, does not have a material interest in the Company’s employment relationship with her, nor does he share a home with her.

Certain trusts of which Mr. Harrison and Ms. Everhart are trustees and beneficiaries and Ms. Everett is a permissible, discretionary beneficiary have the right to acquire 292,386 shares of class B common stock from Coke Consolidated in exchange for an equal number of shares of common stock. In the event of such an exchange, Mr. Harrison would have sole voting and investment power over the shares of class B common stock acquired. The trusts do not own any shares of common stock with which to make the exchange, and any purchase of common stock would require approval by the trustees of the trusts.

The Board’s Role in Risk Oversight

Management is responsible for managing the risks that Coke Consolidated faces. The board of directorsBoard is responsible for overseeing management’s approach to risk management. The involvement of the full board of directorsBoard in reviewing ourthe Company’s strategic objectives and plans is a key part of the board’sBoard’s assessment of management’s approach and tolerance to risk. While the board of directorsBoard has ultimate oversight responsibility for overseeing management’s risk management process, various committees of the boardBoard assist it in fulfilling that responsibility.

The Audit Committee assists the boardBoard in its oversight of risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The Finance Committee assists the boardBoard in its oversight of the management of material financial risks, including risks related to borrowing and hedging transactions. The Compensation Committee assists the boardBoard in its oversight of the evaluation and management of risks related to Coke Consolidated’s compensation policies and practices.

The board of directorsBoard believes that this division of responsibilities is the most effective risk management approach and that our boardthe Company’s Board leadership structure supports this approach. With his in-depth knowledge and understanding of Coke Consolidated’s business gained from his over 30 years of employment with the Company and his position as the Controlling Stockholder and a member of the founding family of Coke Consolidated, Mr. Harrison is uniquely positioned to lead the boardBoard particularly as it focuses on identifying and managing the key strategic risks facing the Company.

Communications with the Board of Directors

Stockholders wishing to communicate with our board of directors,the Board, or any of ourthe individual directors, may do so by sending a written communication to a director c/o our Secretary at Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. All communications received in accordance with these procedures will be reviewed by the Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Secretary, to be improper for submission to the intended recipient, such as communications unrelated to ourthe Company’s business, advertisements or frivolous communications.

Director Compensation

The following table shows the compensation paid to each non-employee director who served on our board of directorsthe Board in 2012:fiscal 2013:

20122013 Director Compensation Table

The elements of compensation for ourthe Company’s non-employee directors are as follows:

The Compensation Committee reviews and approves compensation of the members of the board of directors.Board. In approving annual director compensation, the Compensation Committee considers recommendations of management and approves the recommendations with such modifications as the Committee deems appropriate. The Compensation Committee approved an increase in each element of non-employee director compensation effective July 1, 2012, except for the award for each committee meeting attended. The award for each board of directorsBoard meeting attended was eliminated. These increases to director compensation were recommended by management and approved by the Compensation Committee based on advice received from Hay Group regarding trends and developments in compensation of directors.

Under ourthe Company’s Director Deferral Plan, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees until they no longer serve on the board of directors.Board. Deferred fees are deemed to be invested in mutual funds selected by the directors from a predetermined list of funds. When a director retires or resigns, the director is entitled to receive a cash payment based upon the amount of fees deferred and the investment return on the selected investment.

Employee directors (currently Mr. Harrison, Mr. Flint,Elmore, Mr. ElmoreFlint and Ms. Everett) receive no compensation for their service as directors.

Compensation Discussion and Analysis

This section explains ourCoke Consolidated’s executive compensation program as it relates to the following “named executive officers” of Coke Consolidated:the Company:

This discussion includes statements regarding financial and operating performance targets in the limited context of ourthe Company’s executive compensation program. Investors should not evaluate these statements in any other context. These are not statements of management’s expectations of future results or guidance.

Executive Summary

The goals for ourthe Company’s executive compensation program are to provide compensation that is:

—

reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives;

We seekThe Compensation Committee of the Board (the “Committee”) seeks to accomplish these goals in a way that is consistent with the purpose and core values of Coke Consolidated and the long-term interests of ourthe Company and its stockholders and employees.

In making decisions about executive compensation, we relythe Committee relies primarily on ourits general experience and subjective considerations of various factors, including individual and corporate performance, ourthe Company’s strategic business goals and compensation survey data. We doThe Committee does not set specific benchmarks for overall compensation or for allocations between different elements and types of compensation.

The Compensation Committee of the board of directors (the “Committee”) oversees the compensation program for ourthe Company’s executive officers with the assistance of senior management. The Committee reviews, approves and determines all elements of compensation for each executive officer.

The following table lists the key elements of our 2012the Company’s 2013 executive compensation program:

Key Elements of Executive Compensation

Determining Executive Compensation

Discretion and Subjective Judgment of Committee

The Committee reviews and determines all compensation for the executive officers.

In determining base salaries, annual and long-term incentive targets and all other matters related to executive compensation, the Committee relies on its general experience and subjective considerations of various factors, including ourthe Company’s strategic business goals, compensation survey data and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to ourthe Company’s corporate performance, job tenure and future potential.

The Committee does not set specific targets or benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cashnoncash compensation or short-term and long-term compensation.

Annual Compensation Reviews

The Committee conducts an annual review of executive officer compensation to determine if changes are appropriate. As part of this review, management submits recommendations to the Committee.Committee for review and approval.

Management’s recommendations are determined based on an annual compensation review process conducted by senior management, including the named executive officers. This process includes reviewing self-assessments completed by each executive officer, job performance reviews completed by each executive officer’s supervising manager and comparative compensation data provided by management’s compensation consultant. Based on this process, the Senior Vice President, Planning and Administration and the President and Chief Operating Officer make specific recommendations to the CEO. The CEO reviews and approves compensation recommendations for all executive officers, including the named executive officers, before they are submitted to the Committee.

Following a review of management’s recommendations, the Committee approves the compensation recommendations for the executive officers with any modifications the Committee deems appropriate. The Committee may also adjust compensation for specific individuals at other times during the year.

Role of Compensation Consultants and Market Analysis

Management retained Hay Group to assist with an overall review of the compensation program and to provide general advice and counsel regarding various executive and director compensation matters.

During 2012,2013, management retained Hay Group to complete a comparative study of ourthe Company’s executive compensation program relative to peer companies, which was considered by the Committee in connection with its decisions regarding compensation for 20122013 (the “2012“2013 Executive Compensation Review”). A Hay Group representative attended the 20122013 Committee meetings and also met in executive session with the Committee.

The 17 peer group companies used for the 20122013 Executive Compensation Review were all publicly-traded companies similar in size and in the same industry as the Company. The peer group consisted of the following companies:

Management and the Committee have used the studies by Hay Group and other publicly available compensation surveys and data as a point of reference to assess whether the compensation for each of the executive officers is within a reasonably competitive range. We haveThe Committee has not, however, relied exclusively on the compensation studies or set compensation components to meet specific benchmarks, such as targeting salaries or total compensation “above the median” or “at the 75^th percentile.”

Hay Group does not provide any services to the Company other than executive and director compensation consulting services.

Base Salaries

Base salaries are the foundation of ourthe Company’s compensation program. They provide a fixed, baseline level of cash compensation based on each executive officer’s position, responsibilities, individual performance, job tenure and future potential. Base salary levels also impact amounts paid under other elements of ourthe Company’s executive compensation program, including annual bonuses, long-term performance awards and retirement benefits.

The Committee approved the following market-based adjustment of executive officer base salaries effective April 1, 2012:2013:

The base salary adjustments in 2012 averaged 3.4%2013 for all executive officers.officers, excluding Mr. Chambless’Elmore, averaged 2.0%. Mr. Flint received a larger than average increase and Mr. Elmore’s base salary was increased by more than 3.0% based on the market study described above and the Committee’s review of the duties and responsibilities of his position, his tenure with the Company and his performance. The Committee increased Mr. Flint’s base salary to $600,000 effective September 1, 2012decreased in connection with his electionthe continued transition of Mr. Flint to the position of President and Chief Operating Officer and Mr. Elmore to the position of the Company.Vice Chairman.

The Committee believes the named executive officers’ base salaries for 20122013 were within a reasonable range of base salaries for comparable executive talent.

Annual Bonus Plan

The Annual Bonus Plan provides each executive officer the opportunity to receive an annual cash award based on the achievement of corporate performance goals and individual performance.

The formula for computing annual bonus payouts is as follows:

Target Bonus Percentage

In the first quarter of each year, the Committee approves a target bonus percentage for each executive officer, expressed as a percentage of base salary. Target bonus percentages are determined based on each executive officer’s position and level of responsibility.

The target bonus percentages for the named executive officers for 20122013 were as follows:

The target bonus percentages for the named executive officers, other than Mr. Flint,Elmore, remained unchanged from 20112012 as a percent of base salary.

The Committee increased Mr. Flint’s targetElmore’s bonus percentage was reduced from 85%100% for 2012 to 100% effective September 1, 201275% for 2013 in connection with the ongoing transition of some of his electionduties to Mr. Flint who was elected to succeed Mr. Elmore as President and Chief Operating Officer of the Company. Mr. Flint’s bonus percentage for 2012 was prorated based upon his target bonus percentage of 100% for his current position and 85% for his prior position and the number of days in 2012 he held the positions.effective September 2, 2012.

Overall Goal Achievement Factor

The overall goal achievement factor is calculated based on ourthe Company’s achievement of annual corporate performance goals determined for each performance measure under the Annual Bonus Plan. The target performance goal for each performance measure was in each case equal to or greater than the target performance in the Company’s 20122013 operating plan. The following table summarizes the performance measures and related corporate performance goals approved by the Committee for 2012:2013:

The Committee selected Earnings Before Interest and Taxes, Net Debt Reduction and Revenue as the performance measures for 20122013 because the Committee believes the achievement of these goals is consistent with the long-term interests of ourthe Company’s stockholders. There were no changes from 20112012 to 20122013 in the respective weights assigned to the performance measures.

The performance measures are defined as follows:

The Committee also approves the threshold, target and maximum performance goals for each performance measure under the Annual Bonus Plan. If the threshold goal is not achieved for a given measure, there is no payout on that measure. Increasingly larger payouts are awarded for levels of achievement between the threshold and maximum performance goals.

The following table summarizes the payout range for each performance goal.

In accordance with the terms of the Annual Bonus Plan, in determining the overall goal achievement factor, the Committee makes adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure reflects ourthe Company’s normalized operating performance in the ordinary course of business. In general, these adjustments relate to unplanned or unanticipated events. An example of such adjustments would be the mark-to-market adjustments required on the Company’s hedges for certain commodities such as fuel and aluminum.

The following table reflects the calculation of the overall goal achievement factor for 2012:2013:

Individual Performance Factor

The Committee sets the individual performance factor for each named executive officer during the first quarter of each fiscal year based on its subjective judgment of the executive officer’s performance for the year, including consideration of the executive officer’s annual performance evaluation, special projects the executive may be assigned during the year and management’s recommendations. The target individual performance factor is 1.0; the maximum individual performance factor is 1.5.

In the first quarter of 2013, Mr. Harrison’s, Mr. Flint’s and Mr. Elmore’s individual performance factors were set at 1.0 and Mr. Harris’ and Mr. Chambless’ performance factors were set at 1.1529.

Annual Bonus Calculation

Based on the Committee’s determinations as described above, the bonus amounts paid to the named executive officers for 20122013 were calculated as follows:

Long-Term Performance Plan

The Long-Term Performance Plan delivers a targeted percentage of base salary to each participant based on the achievement of long-term goals of the Company. The Long-Term Performance Plan is offered to the executive officers and other key employees. A three-year performance cycle is generally established each year for determining compensation under the Long-Term Performance Plan.

The Committee approved the Long-Term Performance Plan to encourage retention of executive officers and key employees, increase the proportion of their total performance-based compensation, and provide an incentive to achieve ourthe Company’s long-term strategic goals.

The general formula for computing awards under the Long-Term Performance Plan is as follows:

20122013 Long-Term Plan

In the first quarter of 2012,2013, the Committee established the long-term performance plan for the 2012-20142013-2015 three-year period (the “2012“2013 Long-Term Plan”).

The Committee approved target awards under the 20122013 Long-Term Plan based on its consideration of each executive officer’s base salary, position and level of responsibility, succession planning considerations, the Company’s historical grant practices and culture and market benchmark data provided by Hay Group. Payouts with respect to the target awards will be made in early 20152016 depending on ourthe Company’s achievement of specified average performance goals during the three-year performance period.

The following table reflects the target awards granted to the named executive officers under the 20122013 Long-Term Plan:

The target awards for the named executive officers, other than Mr. Elmore, remained unchanged from 2012 as a percent of base salary. Mr. Elmore’s target award was reduced from 100% of his base salary for 2012 to 75% of his base salary for 2013 in connection with the ongoing transition of some of his duties to Mr. Flint who was elected to succeed Mr. Elmore as President and Chief Operating Officer effective September 2, 2012. Mr. Harrison does not participate in the 20122013 Long-Term Plan due to his long-term performance stock units described below.

The long-term performance factor is calculated based on ourthe Company’s achievement of average annual corporate performance goals during the three-year performance period. The following table summarizes the corporate performance measures and weights approved by the Committee for the 20122013 Long-Term Plan:

The Committee selected Earnings Per Share, Debt/Operating Cash Flow, Return on Total Assets and Revenue as the performance measures under the 20122013 Long-Term Plan because the Committee believes the achievement of goals with respect to these measures is consistent with the long-term interests of ourthe Company’s stockholders.

Each of the performance measures is defined as follows:

The Committee approved the threshold, target and maximum performance goals for each performance measure under the 20122013 Long-Term Plan. The target performance goals are set at a level believed by management to be reasonably achievable and the Company’s 20122013 financial results were favorable for the first year of the 20122013 Long-Term Plan. The economic and business environment facing the Company remains challenging and therefore the Company’s ability to achieve the target goals under the 20122013 Long-Term Plan is uncertain.

If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levellevels of achievement between the threshold and maximum performance goals.

The following table summarizes the payout range for each performance goal.

In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee will make adjustments to actual levels of achievement to ensure that each corporate performance measure reflects ourthe Company’s normalized operating performance in the ordinary course of business. In general, these adjustments relate to unplanned or unanticipated events that we viewthe Committee views as being outside of management’s control. An example of such adjustments would be the mark-to-market adjustments required on the Company’s hedges for certain commodities such as fuel and aluminum.

Payments, if any, under the 20122013 Long-Term Plan will be made in early 20152016 based on ourthe Company’s audited financial results for fiscal years 20122013 through 2014.2015. Consistent with ourthe Company’s historical practices of compensating executive officers (other than the CEO) in cash, the awards will be paid in cash instead of equity due to the limited number of shares of our CompanyCoke Consolidated stock held by stockholders who are not affiliates of ourthe Company and the limited trading volume of ourthe Company’s common stock.

20102011 Long-Term Plan

In the first quarter of 2010,2011, the Committee established the long-term performance plan for the 2010-20122011-2013 three-year period (the “2010“2011 Long-Term Plan”). Awards under the 20102011 Long-Term Plan were paid in early 20132014 based on ourthe Company’s audited financial results for fiscal years 20102011 through 2012.2013. The awards were calculated as follows:

The following table reflects the calculation of the long-term performance factor under the 20102011 Long-Term Plan:

In determining the long-term performance factor, the Committee made adjustments to the actual levels of achievement to ensure that each corporate performance measure reflected ourthe Company’s normalized operating performance in the ordinary course of business.

CEO Performance Units

The Committee awarded 400,000 performance units to Mr. Harrison, ourthe Company’s Chairman and CEO, in 2008. The award was made to maintain Mr. Harrison’s total compensation and at-risk compensation at competitive levels and provide a retention incentive though 2019.through 2018.

The Committee designed the award to be payable in class B common stock:

Each performance unit represents the right to receive one share of ourCoke Consolidated class B common stock based on the achievement of specified corporate performance goals under the Annual Bonus Plan. For each of our fiscal years 2009 through 2018, up to 40,000 performance units may vest in accordance with the following formula:

The following reflects the calculation of vested performance units for 2012.2013.

The value realized by Mr. Harrison upon vesting of the 40,000 performance units was $2,580,800$3,373,600 based on the closing price of ourthe Company’s common stock on March 5, 2013.4, 2014.

The overall goal achievement factor under the Annual Bonus Plan for 20122013 was 109.0%102% (see pages 2129 and 2230 for a discussion of the overall goal achievement factor, including the corporate performance measures and goals used for determining the overall goal achievement factor); however, for purposes of calculating the number of performance units that vest in a given year, the overall goal achievement factor is limited to 100%.

If fewer than 40,000 performance units vest for any annual performance period, Mr. Harrison will automatically forfeit the unvested portion of the units for that performance period. No performance units were forfeited for 2012.2013.

The award agreement does not provide for income tax reimbursements. If requested by Mr. Harrison, a portion of the award will be settled in cash as necessary to satisfy maximum statutory tax withholding requirements.

Officer Retention Plan

The Officer Retention Plan (“ORP”) provides the executive officers and certain key employees with a supplemental retirement benefit that increases each year until age 60 pursuant to a pre-determined schedule. The amount of the benefit is based on each participant’s position and level of responsibility, performance, and job tenure.

Historically, the Committee has emphasized retention as a key objective of ourthe Company’s compensation program, and the ORP was implemented for the purpose of attracting and retaining officer talent until retirement and promoting a long-term perspective. The ORP is also provided in light of ourthe Company’s historical practice of not using equity as a significant component of compensation (except for the CEO), and provides a significant benefit to the named executive officers. In connection with his election as President and Chief Operating Officer, Mr. Flint’s annual vested accrual amount under the ORP was increased to $500,000 beginning in 2013 and will continue through 2018 and increase to $625,000 in 2019, the year in which Mr. Flint will attain age 65. The material terms of the ORP are described beginning on page 34.42.

Supplemental Savings Incentive Plan

The Supplemental Savings Incentive Plan (“SSIP”) allows the executive officers to defer a portion of their annual salary and bonus. WeThe Company may match up to 50% of the first 6% of salary deferred. WeThe Company may also make additional discretionary contributions to the participants’ accounts.

Prior to 2006, participants could elect to receive a fixed annual return of up to 13% on their account balances. This provided participants with an above-market rate of return and resulted in a long-term fixed liability for usthe Company that was not contingent on ourits corporate performance. For these reasons, the Committee eliminated the option to receive a fixed rate of return for all deferrals and Company contributions made on or after January 1, 2006. The fixed rate of return option was not eliminated for deferrals and Company contributions made before January 1, 2006. The material terms of the SSIP are described beginning on page 34.43.

Other Benefits and Executive Compensation Policies

Pension Plan

We maintainThe Company maintains a tax-qualified defined benefit pension plan. Effective June 30, 2006, no new participants may become eligible to participate in the plan and the benefits under the plan for existing participants, including the named executive officers, were frozen. Mr. Harris is not a participant in the pension plan because his employment with the Company began after June 30, 2006.

401(k) Savings Plan

We maintainThe Company maintains a tax qualified defined contribution plan with a cash or deferred arrangement under Section 401(k) of the tax codeInternal Revenue Code for substantially all of ourits employees who are not part of collective bargaining agreements, including the named executive officers. Employee elective deferral contributions to the 401(k) plan are made on a pre-tax basis. Contributions by the named executive officers are limited by the tax code.Internal Revenue Code.

Severance and Change of Control

OurThe Company’s senior executive officers, including the named executive officers, do not have employment agreements, but they are entitled to certain payments under the various plans described in this section in connection with a termination of employment or a change of control of ourthe Company. With respect to termination of employment, each executive officer is entitled to certain payments upon termination without cause, voluntary resignation or termination due to death or disability. The terms of the severance provisions are described beginning on page 36.45.

Change of control benefits are provided to ensure that in the event of a friendly or hostile change of control, ourthe Company’s executive officers will be able to advise our board of directorsthe Board about the potential transaction, without being unduly influenced by personal considerations, such as fear of losing their jobs as a result of a change of control.

The Committee does not consider the change of control provisions in determining the forms or amounts of other compensation. The terms of the change of control provisions are described beginning on page 36.45.

Personal Benefits

We provideThe Company provides personal benefits to the named executive officers that management and the Committee believe are reasonable, competitive and consistent with ourthe Company’s overall objective of attracting and retaining officer talent. The Committee believes the value of providing these benefits to ourthe Company’s executive officers outweighs the cost of the benefits. The cost of these benefits to Coke Consolidated is reflected under All Other Compensation (Column (g)) in the Summary Compensation Table on page 29.37.

Each of the executive officers is provided with an annual flexible benefit allowance. Each executive officer has the flexibility to keep or spend the allowance and is not required to report to usthe Company how the allowance is spent. The Committee made this change to:

Each of the named executive officers received an annual flexible benefit allowance for 2013. The amount of $25,000 for 2012, exceptthe allowance was $45,000 for Mr. Harrison and Mr. Elmore, who each received $45,000.$35,000 for Mr. Flint and $25,000 for Mr. Harris and Mr. Chambless. These amounts were determined based on ourthe Company’s annual average costs of providing historical personal benefits that were replaced by the annual flexible benefit allowance, including the costs of prior income tax reimbursements paid in connection with the historical benefits.

We continueThe Company continues to pay long-term disability and life insurance premiums for the named executive officers, including life insurance premiums on some policies that were purchased to replace terminated split-dollar life insurance arrangements. For certain elements of compensation, wethe Company also paypays income tax gross-ups to provide the full benefit of the compensation.

Our board of directorsThe Board requires the CEO to use ourthe Company’s corporate aircraft whenever reasonable for both business and personal travel. This benefit increases the level of safety and security for Mr. Harrison and his family. Making the aircraft available to Mr. Harrison also allows him to efficiently and securely conduct business during both business and personal flights and eliminates the inefficiencies of commercial travel. Our boardThe Board believes that the value of making the aircraft available to Mr. Harrison and his family, in terms of convenience, security and saving time, results in an efficient form of compensation for Mr. Harrison.

Other named executive officers may use ourthe Company’s corporate aircraft for personal purposes with Mr. Harrison’s permission and subject to the oversight of the Committee and board of directors.the Board. Depending on availability, family members of executive officers may travel on the corporate aircraft to accompany executives on business. There is nominal or no incremental cost to the Company for these passengers.

Tax and Accounting Considerations

The Committee considers the tax and accounting effects of compensation elements when designing ourthe Company’s incentive and equity compensation plans. Under Section 162(m) of the tax code,Internal Revenue Code, a public company is generally not permitted to deduct non-performance-based compensation paid to a named executive officer to the extent the compensation exceeds $1 million in any year. Special rules apply for “performance-based” compensation. The Committee has designed the Annual Bonus Plan, the Long-Term Performance Plan, and the CEO’s performance unit award to maximize the deductibility of compensation paid to ourthe named executive officers. In order to maintain flexibility in compensating executive officers, however, the Committee has not adopted a policy that all compensation must be deductible for federal income tax purposes.

Executive Compensation Tables

The following tables and related narratives present the compensation for ourthe Company’s named executive officers in the format specified by the SEC.

I. 20122013 Summary Compensation Table