UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

COCA-COLA BOTTLING CO. CONSOLIDATED, INC.

(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, INC.

Notice of Annual Meeting

and

Proxy Statement

20172019 Annual Meeting of Stockholders

May 9, 201714, 2019

Coca-Cola Bottling Co. Consolidated, Inc.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

March 20, 201725, 2019

Dear Stockholder:

On behalf of the Board of Directors and the management of Coca-Cola Bottling Co. Consolidated, Inc. (the “Company”), I invite you to attend the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on Tuesday, May 9, 201714, 2019 at the Company’s Corporate Center inlocated at 4100 Coca-Cola Plaza, Charlotte, North Carolina.Carolina 28211. Details regarding admission to the meetingAnnual Meeting and the business to be conducted are described in the accompanying Notice of 20172019 Annual Meeting of Stockholders and Proxy Statement.

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

Thank you for your continued support.

Sincerely,

J. Frank Harrison, III

Chairman and Chief Executive Officer

COCA-COLA BOTTLING CO. CONSOLIDATED, INC.

4100 Coca-Cola Plaza

Charlotte, North Carolina 28211

(704)557-4400

Notice of 20172019 Annual Meeting of Stockholders

March 20, 201725, 2019

To Stockholders of Coca-Cola Bottling Co. Consolidated:Consolidated, Inc.:

The 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of Coca-Cola Bottling Co. Consolidated, Inc. (the “Company”) will be held at 9:00 a.m., Eastern Time, on Tuesday, May 9, 201714, 2019 at the Company’s Corporate Center located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211, for the purpose of voting on the following matters:

The Board of Directors unanimously recommends that you vote “FOR” items 1 and 2 3, 4, 6 and 7, and vote in favor of a frequency of “EVERY THREE YEARS” for“AGAINST” item 5.3. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjustmentadjournment or postponement thereof.

Only stockholders of record as of the close of business on March 18, 2019 will be entitled to vote at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you received a hardpaper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the Internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the Internet site address listed on your Notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the holder of record to vote your shares.

Only stockholders of record at the close of business on March 13, 2017 will be entitled to vote at the Annual Meeting. The Proxy Statement and the 2016 Annual Report to Stockholders are available atwww.proxyvote.com and atwww.cokeconsolidated.com. On or about March 20, 2017, the Company will begin mailing to its stockholders the Proxy Statement, the accompanying proxy card or voting instruction form and the 2016 Annual Report to Stockholders, or a Notice of Internet Availability of Proxy Materials.

By Order of the Board of Directors,

Umesh M. KasbekarE. Beauregarde Fisher III

Executive Vice ChairmanPresident, General Counsel and Secretary

Table of Contents

i

ii

PROXY STATEMENT

The Board of Directors (the “Board”) of Coca-Cola Bottling Co. Consolidated, Inc. (“Coke Consolidated” or the “Company”) is providing these materials to you in connection with the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on Tuesday, May 9, 201714, 2019 at Coke 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 materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that Coke Consolidated is required to provide you under the Securities and Exchange Commission rules and regulations (the “SEC rules”) and is designed to assist you in voting your shares.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the 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 aone-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, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 20, 2017,25, 2019, and the proxy materials were posted on the investor relations portion of the Company’s website,www.cokeconsolidated.com, and on the website referenced in the Notice of Internet Availability on thesamethe same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or emaile-mail copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting copies.a copy.

What is included in these materials?

These materials include:

If you received printed copiesa paper copy 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 seventhree proposals scheduled to be voted on at the Annual Meeting:

●

the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017;

How do I vote?

You may vote by any of the following methods:

Please follow the directions included in the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record.

How can I revoke my proxy or change my vote?

Stockholders of record.You may revoke your proxy or change your vote as follows:at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company’s Secretary atCoca-Cola Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211; (ii) delivering a proxy bearing a later date using any of the voting methods described in the immediately preceding Q&A, including by telephone or via the Internet, and until the applicable deadline for each method specified in the accompanying proxy card or Notice of Internet Availability; or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the meeting. For all methods of voting, the last vote cast will supersede all previous votes.

●

Beneficial owners of shares held in “street name.”  You may change or revoke your votinginstructions by following the specific directions provided to you by your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee, by attending the Annual Meeting and voting in person.

What happens if I vote by proxy and do not give specific voting instructions?

Stockholders of record.  If you are a stockholder of record and you vote by proxy, by phone,telephone, via theInternetthe Internet or by completing, 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 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 Annual Meeting.

Beneficial owners of shares held in “streetstreet name.”  If you are a beneficial owner of shares held in streetnamestreet 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“routine” matters but cannot vote onnon-routine“non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on anon-routine“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 that matter with respect to your shares. This is referred to as a “brokernon-vote.”

TheProposals 1 and 3, the election of directors the approval of the amendment to the Company’s Restated Certificate of Incorporation, the advisory vote to approve the Company’s named executive officer compensation in fiscal 2016, the advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation, the approval of the Coca-Cola Bottling Co. Consolidated Amended and Restated Annual Bonus Plan and the approval of the Coca-Cola Bottling Co. Consolidated Amended and Restated Long-Term Performance Planstockholder proposal, respectively, arenon-routine“non-routine” matters. Consequently, without your voting instructions, the organization that holds your shares cannot vote your shares

on these proposals. TheProposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 20172019, is considered a routine“routine” matter.

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

present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all shares of Coke Consolidated common stock and class B common stockCommon Stock represented at the Annual Meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

What is the quorum for the Annual Meeting? How are withhold votes, abstentions and brokernon-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 stockCommon Stock and classClass B common stockCommon Stock voting together as a class is necessary for the transaction of business at the Annual Meeting. Your shares are counted as being present if you vote in person at the Annual Meeting, by telephone, via the Internet, or by submitting a properly executed proxy card or voting instruction form by mail. Abstentions and brokernon-votes are counted as present for the purpose of determining a quorum for the Annual Meeting; however, brokernon-votes are not counted as present for the purpose of determining a quorum for Proposal 1, the election of directors.

With respect to Proposal 1, the election of directors, only “for” and “withhold” votes may be cast. “Withhold” votes and broker Brokernon-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the proposal. Withhold votes will also have no effect on the outcome of the proposal.

With respect to Proposals 2 4, 5, 6 and 7,3, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017,2019 and the advisorystockholder proposal, respectively, you may vote to approve“for” or “against” the Company’s named executive officer compensation in fiscal 2016, the advisory voteproposals, or you may “abstain” from voting on the frequency of future advisory votes to approve the Company’s named executive officer compensation, the approval of the Coca-Cola Bottling Co. Consolidated Amended and Restated Annual Bonus Plan and the approval of the Coca-Cola Bottling

Co. Consolidated Amended and Restated Long-Term Performance Plan, respectively, anproposals. An abstention will be counted as a vote present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposals and will have the same effect as a vote “against” the proposals, and a brokernon-vote will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome. As discussed above, brokers are entitled to vote forbecause Proposal 2, the ratification of the appointment of PricewaterhouseCoopers

LLP as the Company’s independent registered public accounting firm.firm for fiscal 2019, is considered a “routine” matter, we do not expect any brokernon-votes

With with respect to Proposal 3, the approval of the amendment to the Company’s Restated Certificate of Incorporation to reduce the required minimum number of directors and eliminate the maximum number of directors on the Board, abstentions and brokernon-votes will have the same effect as votes “against” thethis proposal.

Who pays for solicitation of proxies?

The Company is paying the cost of soliciting proxies and will reimburse its transfer agent, brokerage firms, financial institutions and other custodians, nominees, fiduciaries and holders of record for their reasonableout-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes.proxies. In addition to soliciting the proxies by mail and the Internet, certain of the Company’s directors, officers and regular employees, without compensation, may solicit proxies personally or by telephone, facsimile and email.e-mail. The Company has retained Broadridge Financial Solutions, Inc. to aid in the solicitation of proxies with respect to shares of Coke Consolidated stock held by brokers, financial institutions, and other custodians, nominees, fiduciaries and holders of record for a fee of approximately $1,000, plus expenses.

What are the expected voting results?

The Company expects each of the proposals ofrecommended by the Board (Proposals 1 and 2) to be approved by the stockholders. The Board

has been informed that J. Frank Harrison, III intends to vote an aggregate of 2,192,4202,231,940 shares of Coke

Consolidated’s class Consolidated Class B common stockCommon Stock (representing 43,848,40044,638,800 votes and an aggregate of 86.0%86.2% of the total voting power of Coke Consolidated common stockCommon Stock and classClass B common stockCommon Stock together as of the record date):

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

The Company will announce preliminary or final voting results at the Annual Meeting and publish final results in a Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the completion of the meeting.

Security Ownership of Directors and Executive Officers

The following table below shows the number of shares of Coke Consolidated common stockCommon Stock and classClass B common stockCommon Stock beneficially owned onas of March 9, 201718, 2019 by each director, nominee for director, named executive officer and all directors and executive officers as a group. As of March 9, 2017,18, 2019, a total of 7,141,447 shares of common stockCommon Stock and 2,192,7222,232,242 shares of classClass B common stockCommon Stock were outstanding. Information about the beneficial ownership of the common stockCommon Stock and classClass B common stockCommon Stock owned by Mr. Harrison is shown on page8.page 7.

Principal Stockholders

The following table provides information about the beneficial ownership of Coke Consolidated common stockCommon Stock and classClass B common stockCommon Stock as of March 9, 201718, 2019 by each person that ownedknown by the Company to beneficially own more than 5% of the outstanding shares of Coke Consolidated common stockCommon Stock or classClass B common stockCommon Stock as of such date:

(6)

This information is based upon a Schedule 13G/A filed jointly with the SEC by FMR LLCBlackRock, Inc. (“FMR”BlackRock”) and Abigail P. Johnson on February 14, 2017.4, 2019. The Schedule 13G/A reports that FMRBlackRock has sole voting power over 443,716666,209 shares, shared voting power over no shares and sole investment power over all of such shares. Members of the Johnson family, including Abigail P. Johnson (a director, the Chairman and the Chief Executive Officer of FMR), are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940 (the “Investment Company Act”), to form a controlling group with respect to FMR. Neither FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co.”), a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

Proposal 1: Election of Directors

The Board currently consists of 14 members and has no vacancies. On the recommendation of the Executive Committee, the Board has nominated 12 directorsthe 14 persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2020 Annual Meeting to hold officeof Stockholders or until the next annual meeting of stockholdershis or her successor is duly elected and the election of their successors. With the exception of Jennifer K. Mann, all of the nominees are currently serving as directors and were elected to the Board at last year’s annual meeting of stockholders.qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

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 All of the agreement, The Coca-Cola Company has the right to designate one personnominees are currently serving as directors. Except for nominationDavid M. Katz, who was elected to the Company’s Board and Mr. Harrison and trustees of certain trusts establishedin August 2018 for the benefit of certain relativesa term beginning on December 31, 2018, all of the late J. Frank Harrison, Jr. have agreed to vote shares of Coke Consolidated’s stock that they control for the election of such designee. Alexander B. Cummings, Jr. has been The Coca-Cola Company’s designee on the Board since March 2010, but following his retirement from The Coca-Cola Company in March 2016, he will not stand for reelection at the Annual Meeting. The Coca-Cola Company has designated Jennifer K. Mann for nominationnominees were elected to the Board at the 2018 Annual Meeting.Meeting of Stockholders. Mr. Katz was recommended to the Executive Committee by the Company’s Chairman and Chief Executive Officer.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the 1214 nominees named in this Proxy Statement.

The Board unanimously recommends that you vote “FOR” the election of each of the 1214 nominees listed below.

Unless a proxy is marked to give a different direction, the persons named in the proxy will vote“FOR” the election of each of the 14 nominees listed below.

Nominees for Director

Listed below are the 1214 persons nominated for election to the Board. The following paragraphs include information about each director nominee’s business background, as furnished to the Company by the nominee, and additional experience, qualifications, attributes or skills that led the Board to conclude that the nominee should serve on the Board.

J. Frank Harrison, III

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

Mr. Harrison brings extensive business, managerial and leadership experience to the Company’s Board. With over 40 years of experience with Coke Consolidated, Mr. Harrison provides the Board with a vital understanding and appreciation of the 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 Board 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.

Sharon A. Decker

Ms. Decker is Chief Operating Officer of Tryon Equestrian Partners, Carolina Operations, an investment group responsible for the development and operation of a premiere sports complex and resort in western North Carolina. Prior to holding this position, she served as the President of NURAY Media, a multi-media conservation, preservation and restoration company, from January 2015 until August 2015. Ms. Decker served as Secretary of Commerce for the State of North Carolina from January 2013 until December 2014. Prior to that, she had been thewas Chief Executive Officer of The Tapestry Group, a faith basednon-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 managesmanaged a conference facility and leadership institute, from 1997 until 1999. From 1980 until 1997, she served Duke Energy Corporation, an electric power holding company, in a number of capacities, including as Corporate Vice President and Executive Director of the Duke Power Foundation. Ms. Decker currentlyis a director of Culp, Inc., a manufacturer of mattress and upholstery fabrics, and serves on the boardBoard of directorsTrustees of the University of North Carolina at Charlotte. She previously served as a director of SCANA Corporation, a diversified utility company, from 2006 to 2013 and wasfrom 2015 to 2018 and as a director of Family Dollar Stores, Inc., a discount retailer, untilfrom 1999 to 2015.

Ms. Decker brings to the Board a unique and valuable perspective from the numerous executive and leadership positions she has held across a broad range of fields, includingnon-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 the Company’s Board.

Morgan H. Everett

Ms. Everett is Vice President of Coke Consolidated, a position she has held since January 2016. Prior to that, she was the Community Relations Director of Coke Consolidated, a position she held from January 2009 to December 2015. Since December 31, 2018, she has served as Chairman of Red Classic Services, LLC and Data Ventures, Inc., two of our operating subsidiaries. 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 the Company’s Board. Ms. Everett’s service on the Board also adds to the diversity of the Board in both demographics and perspective.

Henry W. Flint

Mr. Flint is Vice Chairman of the Board of Coke Consolidated, a position he has held since December 2018. Mr. Flint previously served as President and Chief Operating Officer of Coke Consolidated, positions he has held sincefrom August 2012. Mr. Flint2012 until December 2018. Prior to that, he served as the Vice Chairman of the Board of Coke Consolidated from April 2007 to August 2012. Prior to

that, he was2012 and 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 wasCo-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 received his J.D. degree from the University of Virginia School of Law and his M.B.A. from 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 the Company’s Board and qualify him for service on the Board. Mr. Flint’s graduate business degree and legal background provide the Board a valuable perspective on many of the issues the Company faces and make him a valuable addition to a well-rounded Board.

James R. Helvey, III

Mr. Helveyco-founded Cassia Capital Partners, LLC, a registered investment advisor, in 2011 and has served as a managing partner since its formation. From 2005 to 2011, Mr. Helvey was a partner and the Risk Management Officer for CMT Asset Management Limited, a private investment firm. From 2003 to 2004, Mr. Helvey was a candidate for the United States Congress in the 5th District of North Carolina. Mr. Helvey served as Chairman and Chief Executive Officer of Cygnifi Derivatives Services, LLC, an online derivatives services provider, from 2000 to 2002. From 1985 to 2000, Mr. Helvey was employed by J.P. Morgan & Co., serving in a variety of capacities, including as Chair of J.P. Morgan’s Liquidity Committee, Vice Chairman of J.P. Morgan’s Risk Management Committee, Global Head of Derivative Counterparty Risk Management, head of the swap derivative trading business in Asia and head of short-term interest rate derivatives and foreign exchange forward trading in Europe. Mr. Helvey graduated magna cum laude with honors from Wake Forest University. Mr. Helvey was also a Fulbright Scholar at the University of Cologne in Germany and received a Master’s degree in international finance and banking from Columbia University, School of International and Public Affairs, where he was an International Fellow. Mr. Helvey is a director of Computer Task Group, Inc., a publicly traded information technology solutions and services company, Verger Capital Management, LLC and Piedmont Federal Savings Bank, and has also servesserved on the boards of Wake Forest University and the Wake Forest Baptist Medical Center. Mr. Helvey was a director of Pike Corporation, an energy solutions provider, from 2005 to 2014, where he served as Lead Independent Director, Chairman of the Audit Committee and Chairman of the Compensation Committee.

Mr. Helvey’s experience in international business and finance, executive management and as a director of other organizations brings a valuable and necessary perspective to the Company’s Board and qualifies him to serve as a member of the Board.

William H. Jones

Dr. Jones serves as Chancellor of Columbia International University, a position he has held since July 2017. Dr. Jones served as President of Columbia International University since 2007.from 2007 to 2017. 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 has also taught since 1990. Since 2007, Dr. Jones hasalso serves as President of the International Leadership Team of Crossover Communications International and 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 Chair of the International Leadership Team of Crossover Communications International.Universities from 2007 until 2017.

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

Umesh M. Kasbekar

Mr. Kasbekar is Vice Chairman of the Board and Secretary of Coke Consolidated, positionsa position he has held since January 2016 and August 2012, respectively.2016. Mr. Kasbekar previously served as Secretary of the Company from August 2012 until May 2017 and as Senior Vice President, Planning and Administration from June 2005 to December 2015. Prior to that, he was Vice President, Planning, a position he was appointed to in December 1988.

Mr. Kasbekar has served Coke Consolidated for over 30 years in various positions in the Company’s accounting, finance, distribution, manufacturing, corporate planning and administrative functions, providing him with an essential understanding of the Company’s business and history as well as significant knowledge of the beverage industry. Mr. Kasbekar’s industry expertise and his years of experience with Coke Consolidated make him a valuable member of the Company’s Board.

Jennifer K. MannDavid M. Katz

Ms. MannMr. Katz is Vice President and Executive Assistant to the President and Chief Operating Officer of TheCoke Consolidated, a position he has held since December 2018. Mr. Katz previously served as Executive Vice President and Chief Financial Officer from January 2018 to December 2018, Executive Vice President, Product Supply and Culture & Stewardship from April 2017 to January 2018, Executive Vice President, Human Resources from April 2016 to April 2017 and Senior Vice President from January 2013 to March 2016. He held the position of Senior Vice President, Midwest Region for Coca-Cola Refreshments USA, Inc. (“CCR”) from November 2010 to December 2012. Prior to the formation of CCR, he was Vice President, Sales Operations for Coca-Cola Enterprises Inc.’s (“CCE”) East Business Unit. From 2008 to 2010, he served as Chief Procurement Officer and as President and Chief Executive Officer of Coca-Cola Bottlers’ Sales & Services Company, LLC. He began his Coca-Cola career in 1993 with CCE as a positionLogistics Consultant.

Mr. Katz’s diverse experience at Coke Consolidated in the areas of executive leadership, finance, product supply, culture and stewardship and human resources, as well as his long-standing service in the Coca-Cola system and his extensive knowledge of the beverage industry, qualify him to serve as a member of the Board.

Jennifer K. Mann

Ms. Mann is Senior Vice President and President of Global Ventures for The Coca-Cola Company, positions she has held since September 2015.May 2017 and January 2019, respectively. Prior to holding this position,these positions, she served as GlobalChief People Officer of The Coca-Cola Company from May 2017 until March 2019, as Chief of Staff for the Chief Executive Officer of The Coca-Cola Company from October 2015 until October 2018 and as Vice President and General Manager of the Global Coca-Cola Freestyle platform from July 2012 until September 2015. In this role, she accelerated global expansion and led development across the Coca-Cola system for the innovative Freestyle fountain dispensers. Ms. Mann joined The Coca-Cola Company in 1997 as a Manager in the National Customer Support division of Coca-Cola North America, and has held numerous leadership roles in strategy, marketing and operations over the course of her career at The Coca-Cola Company, including Director of McDonald’s Customer & Consumer Operations, Director of Good Answer, and Vice President of Foodservice &On-Premise Strategy and Marketing for Coca-Cola Refreshments USA, Inc.CCR.

Ms. Mann’s diverse experience in strategy, marketing, operations and innovation as well as her position with The Coca-Cola Company and knowledge of the Coca-Cola system and the beverage industry qualify her to serve as a member of the Company’s Board.

James H. Morgan

Mr. Morgan has served as Chairman of Covenant Capital LLC, an investment management firm, since February 2015, after previously serving in that capacity from 2001 to 2008. Mr. Morgan also served as Chairman of Krispy Kreme Doughnuts, Inc., a leading branded specialty retailer and wholesaler of premium quality sweet treats and complementary products, from January 2005 to August 2016. He served as Executive Chairman of Krispy Kreme from June 2014 to January 2015, as Chief Executive Officer from January 2008 to June 2014 and as President

from April 2012 to June 2014. Mr. Morgan also previously served as President of Krispy Kreme from January 2008 to November 2011. Mr. Morgan served2011 and as Vice Chairman of Krispy Kreme from March 2004 to January 2005. 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. Mr. Morgan is a director of Lowe’s Companies, Inc., a home improvement retailer, and was a director of Krispy Kreme Doughnuts, Inc. from 2000 to 2017.

As the current Chairman of Covenant Capital LLC and a former executive at several major public and private companies, Mr. Morgan provides the Board 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 the Company’s Board.

John W. Murrey, III

Mr. Murrey was an Assistant Professor at Appalachian School of Law in Grundy, Virginia from August 2003 until his retirement in 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 isserved as a director of The Dixie Group, Inc., a carpet manufacturer, from 1997 until 2018 and previously was a director of U.S. Xpress Enterprises, Inc., a truckload carrier, from 2003 until 2007.

Mr. Murrey’s longstanding quality service as a member of the 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 a board of directors and qualify him to serve on the Company’s Board. Mr. Murrey’s legal background also adds to the diversity of the Board.

Sue Anne H. Wells

Dr. Wellsco-founded the Chattanooga Girls Leadership Academy (“CGLA”), a single gendersingle-gender public charter school providing young women with a rigorous college preparatory education focused on science, technology, engineering, the arts and mathematics, in 2009 and has served as an educator with CGLA since its formation. She is also the owner of Mustang Leadership Partners, LLC, an organization she founded in 2009 dedicated to the protection, preservation and sustainment of the wild American mustang.

Dr. Wells currently serves on the boards of the University of Tennessee at Chattanooga, CGLA, the Young Women’s Leadership Academy Foundation, ArtsBuild, The National Mentoring Partnership, Inc. and the Public Education Foundation of Chattanooga, and previously served as a board member of Girls Inc. of Chattanooga and the Siskin Children’s Institute. Dr. Wells graduated from Middlebury College with a M.A. in French and received a Ph.D. in French from the University of North Carolina at Chapel Hill.

Dr. Wells’ extensive service as a director of other organizations and leadership experience qualify her for service on the Company’s Board. Dr. Wells is also a member of the founding family of Coke Consolidated and holds a significant pecuniary interest in the stock of Coke Consolidated.

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. 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 on the board of directors of First Bancorp, a bank holding company, and is a member of the Campbell Law School Board of Visitors. Mr. Wicker was a director of Air T, Inc., an air transportation services company, until 2013.

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

Richard T. Williams

Mr. Williams served as Vice President of Corporate Community Affairs of Duke Energy Corporation, an electric power holding company, and President of the Duke Energy Foundation, anon-profit philanthropic organization, from March 2012 and March 2007, respectively, until his retirement in December 2015. From May 2008 until March 2012, Mr. Williams served as Vice President, Environmental, Health & Safety of Duke Energy Corporation and as Vice President, Enterprise Field Services from January 2006 until May 2008. Mr. Williams currently serves on the boards of HomeTrust Bancshares, Atrium Health (formerly Carolinas HealthCare System), Hope Haven, Inc., Communities in Schools of NC, Project LIFT, Central Piedmont Community College Board of Trustees and the National Association of Corporate Directors—Carolinas Chapter. Mr. Williams previously served on the board ofUNC-Chapel Hill Board of Trustees from 1999 until 2007 (chair, 2003-2005), UNC HealthCare System from 2008 until 2012, Greater Charlotte YMCA from 2004 until 2014 (chair, 2011-2013), the Mint Museum from 2004 until 2014 (chair, 2011-2013) and Bank of Commerce, Charlotte from 2008 until 2014.

Mr. Williams’ experience as a former long-standing executive with Duke Energy Corporation, his executive leadership skills and his extensive service as a director for a multitude of entities, bothnon-profit andfor-profit, qualify him to serve as a member of the 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,The Coca-Cola Company has the right to designate one person for nomination to the 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 Coke Consolidated stock that they control for the election of such designee. Ms. Mann has been The Coca-Cola Company’s designee on the Board since May 2017.

J. Frank Harrison, III and Sue Anne H. Wells are siblings. J. Frank Harrison, III and Morgan H. Everett are father and daughter. Morgan H. Everett is the niece of Sue Anne H. Wells. 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 Coke Consolidated’sConsolidated stock owned or controlled by such entities for the election of Dr. Wells to the Board. Mr. Harrison also intends to vote these shares for the election of Ms. Everett to the Board.

Corporate Governance

The Board of Directors

Coke Consolidated is governed by the Board and its various committees. The Board and its committees have general oversight responsibility for the affairs of the Company. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders.

Director Independence

The Board determines the independence of its members based on the standards specified by The NASDAQ Stock Market (“NASDAQ”). The Board has reviewed the relationships between Coke Consolidated and each director to determine compliance with the NASDAQ independence standards. Based on its review, the Board has determined that the following six directors and director nominees, comprisingone-half of the Board, are independent: Sharon A. Decker, James R. Helvey, III, William H. Jones, James H. Morgan, John W. Murrey, III and Dennis A. Wicker.

The Board is not required to be comprised of a majority of independent directors because Coke Consolidated qualifies as a “controlled company” under the NASDAQ listing standards. Coke Consolidated qualifies as a

controlled company because more than 50% of its voting power is controlled by the Chairman and Chief Executive Officer (the “Controlling Stockholder”). NASDAQ 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 has determined that each member of the Audit Committee and the Compensation Committee (see membership information below under “Board Committees”) is independent.

In conducting its review of director independence, the Board, except as noted below, considered all transactions, relationships or arrangements between each director (and his or her immediate family members and affiliates) and each of Coke Consolidated, its management and its independent registered public accounting firm in each of

the most recent three completed fiscal years, including the following transactions, relationships or arrangements. All matters described belowand arrangements all of which are within the NASDAQ independence standards.

The Board did not consider transactions with entities in which a director or immediate family member served only as a trustee or director because the Board 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 Board also did not consider de minimis amounts of entertainment of directors paid for by employee-directors or executive officers.

Based on its review, the Board has determined that the following seven directors and director nominees, comprisingone-half of the Board, are independent: Sharon A. Decker, James R. Helvey, III, William H. Jones, James H. Morgan, John W. Murrey, III, Dennis A. Wicker and Richard T. Williams. The Board also has determined that each member of the Audit Committee and the Compensation Committee (see membership information below under “—Board Committees”) is independent.

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

Board Leadership Structure

The Board does not have a general policy regarding the separation of the roles of Chairman and Chief Executive Officer, or CEO. The Company’s Amended and Restated BylawsBy-laws (the “Bylaws”“By-laws”) permit these positions to be held by the same person, and the Board 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 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 Board has determined that it is appropriate for Mr. Harrison to serve as both Chairman and CEO (i) in recognition of Mr. Harrison’s ownership of a controlling equity interest in Coke Consolidated and unique position within the Company and the Coca-Cola system and (ii) because it provides an efficient structure that permits the Company to present a unified vision to its constituencies.

TheIn March 2019, the Board has appointed Mr. Wicker to serve as its Lead Independent Director. The Lead Independent Director (i) presides over all meetings of the independent directors in executive session, (ii) serves as a liaison between the Chairman of the Board and the independent directors, (iii) has authority to call meetings of the independent directors and (iv) serves as a contact person to facilitate communications between employees, stockholders and others with the independent directors.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Executive Committee. The Board may also establish other committees from time to time as it deems necessary. Committee members and committee chairs are appointed by the Board. The members of the three standingthese committees are identified in the following table:

Each committee of the Board functions pursuant to a written charter adopted by the Board. A copy of each committee charter is available on the investor relations portion of the Company’s website,www.cokeconsolidated.com.

The following table provides information about the operation and key functions of each of the three standing Board committees:

Committee		Key Functions and Additional Information		Number of Meetings in Fiscal 20164
Compensation         Committee		•   Administers the executive compensation plans. •   Reviews and establishes the compensation of the executive officers and makes recommendations to the Board concerning executive compensation. •   Reviews and approves the compensation of the members of the Board. •   Reviews and approves employment offers and arrangements, severance arrangements, retirement arrangements, change ofin control arrangements and other benefits for each executive officer. •   Oversees regulatory compliance and risk regarding compensation matters. •   Appoints individuals to serve as members of the Corporate Benefits Committee for the broad-based employee health and welfare and retirement benefit plans sponsored by the Company and receives periodic reports from such committee regarding its significant actions. •   Reports regularly to the Board.		2
Executive Committee		•   ��   Assists the Board in handling matters that need to be addressed before the next scheduled Board meeting. •   Identifies, evaluates and recommends director candidates to the Board. •   Reports regularly to the Board.		1

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

Director Meeting Attendance

The Board held fivefour meetings during fiscal 2016.2018. Each incumbent director attended 75% or more of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2016.2018. Absent extenuating circumstances, each director is required to attend the Company’s annual meeting of stockholders. ElevenAll of the Company’s twelve13 directors in office at the time, including all of the Company’s current directors who were then directors, attended last year’s annual meeting.the 2018 Annual Meeting of Stockholders.

Director Nomination Process

The Board does not have a standing Nominating Committee comprised solely of independent directors. The Board is not required to have such a committee because Coke Consolidated qualifies as a “controlled company” under the NASDAQ listing standards as further described under “Director“—Director Independence” beginning on page 14.

The Board has delegated to the Executive Committee the responsibility for identifying, evaluating and recommending director candidates to the Board, subject to the final approval of the Controlling Stockholder who is also a member of the Executive Committee. Because Coke Consolidated is a controlled company and all director candidates must be acceptable to the Controlling Stockholder, the Board has approved the following nomination and appointment process to provide the 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. Ms. Mann, a first-time nominee for election to the Board at the Annual Meeting, was recommended to the Executive Committee by The Coca-Cola Company.

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’s reputation, both personal and professional, is consistent with the Company’s image and reputation;

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 may recommend director candidates to be considered for the 2018Company’s 2020 Annual Meeting of Stockholders by submitting the candidate’s name in accordance with provisions of the Company’s Bylaws,By-laws, which require advance notice to the Company and certain other information. Written notice must be received by the Company’s Secretary at Coca-Cola Bottling Co. Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211 not earlier than January 9, 201815, 2020 and not later than February 8, 2018;14, 2020; provided, however, that if the date of the 20182020 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 9, 2018,14, 2020, notice by the stockholder to be timely must be so delivered or received not earlier than the close of business on the 120th day prior to the date of the 20182020 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth10th day following the day on which public announcement of the date of such meeting is first made by the Company.

The notice must contain certain information about the nominee and the stockholder submitting the nomination, as set forth in the Company’s Bylaws,By-laws, including (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, such nominee’s name, age, business address and, if known, residence address, principal occupation or employment, the class and number of shares of any capital stock of the Company which are beneficially owned by such person and all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the SEC rules and regulations of the SEC promulgated under the Exchange Act, and (ii) as to the stockholder giving the notice and any Stockholder Associated Person (as defined in the Company’s Bylaws)By-laws), the name and address of such stockholder

and any Stockholder Associated Person, as they appear on the Company’s books, the class or series and number of shares of the Company which are directly or indirectly owned beneficially and of record by such stockholder or Stockholder Associated Person and any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or Stockholder Associated Person, and any other direct or indirect opportunity of such stockholder or Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of the shares of the Company, any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or Stockholder Associated Person has a right to vote any shares of any security of the Company, any short interest of such stockholder or Stockholder Associated Person in any security of the Company (for purposes of the Company’s Bylaws,By-laws, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), any rights to dividends on the shares of the Company owned beneficially by such stockholder or any Stockholder Associated Person that are separated or separable from the underlying shares of the Company, any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to receive, either directly or indirectly, based on any increase or decrease in the value of shares of the Company or Derivative Instruments. A

stockholder who is interested in recommending a director candidate should request a copy of the Company’s BylawsBy-laws by writing to the Company’s Secretary at Coca-Cola Bottling Co. Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

Policy for Review of Related Person Transactions

Coke Consolidated’s Code of Business Conduct includes the 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 or the 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 and all of such Committee’s members are independent based on the standards specified by NASDAQ.Board.

For purposes of the Code of Business Conduct, any related person transaction that is required to be reported in the Company’s proxy statements under the 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 below under “Related“—Related Person Transactions.”

In the course of its review and, if appropriate, approval or ratification of a related person transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

The Board 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 productsbeverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary components (either concentrate or syrup) of its soft drink products, either concentrate or syrup, are manufactured. Accordingly, the

Company routinely engages routinely in various transactions with The Coca-Cola Company and its affiliates. As of March 9, 2017,18, 2019, The Coca-Cola Company owned approximately 34.8%27% of Coke Consolidated’s total outstanding common stock,Common Stock and Class B Common Stock on a consolidated basis, which represented approximately 4.9%5% of the total voting power of Coke Consolidated’s common stockConsolidated Common Stock and classClass B common stockCommon Stock voting together. The Coca-Cola Company owned approximately 26.6% of Coke Consolidated’s total outstanding common stock and class B common stock on a combined basis as of March 9, 2017.

Distribution Territory Expansion and Manufacturing Facility Acquisitions

Since April 2013, as part of The Coca-Cola Company’s plans to refranchise its North American bottling territories, the Company has engaged in a series of transactionsSystem Transformation Transactions with The Coca-Cola Company and Coca-Cola Refreshments, Inc. (“CCR”), a wholly-owned subsidiary of

The Coca-Cola Company to significantly expand the Company’s distribution operations through the acquisition from CCR of additional distribution territories (the “Expansion Territories”) and related distribution assets (the “Distribution Territory Expansion Transactions”). Each of the principal asset purchase agreements the Company has entered into for Distribution Territory Expansion Transactions (the “Distribution Asset Purchase Agreements”) has provided for Coke Consolidated to (a) purchase from CCR (i) certain rights relating to the distribution, promotion, marketing and sale of certain beverage brands not owned or licensed by The Coca-Cola Company (“cross-licensed brands”) but then distributed by CCR in the applicable portion of the Expansion Territories and (ii) certain assets related to the distribution, promotion, marketing and sale of both The Coca-Cola Company brands and cross-licensed brands then distributed by CCR in the applicable portion of the Expansion Territories, and (b) assume certain liabilities and obligations of CCR relating to the business being acquired. At each of the closings under the Distribution Asset Purchase Agreements, the Company, CCR and The Coca-Cola Company have entered into a comprehensive beverage agreement (“Initial CBA”) pursuant to which CCR granted the Company certain exclusive rights (“CBA Rights”) to distribute, promote, market and sell the Covered Beverages and Related Products distinguished by the Trademarks (as those terms are defined in the Initial CBAs) in the applicable portion of the Expansion Territories in exchange for the Company agreeing to make a quarterlysub-bottling payment to CCR on a continuing basis. Each Initial CBA has a term of 10 years and is automatically renewed for successive10-year terms thereafter unless earlier terminated pursuant to the terms therein.

In addition, since September 2015, the Company has engaged inrecently concluded a series of transactions with The Coca-Cola Company and CCR, toa wholly owned subsidiary of The Coca-Cola Company, which were initiated in April 2013 as part of The Coca-Cola Company’s multi-year refranchising of its North American bottling territories (the “System Transformation”). Through several asset purchase and asset exchange transactions with The Coca-Cola Company and CCR, the Company significantly expand the Company’sexpanded its distribution and manufacturing operations through the acquisition from CCRand exchange of additionaldistribution territories and regional manufacturing facilities (the “Expansion Manufacturing Facilities”) and related manufacturing assets (the “Manufacturing Facility Expansion Transactions” and, together with the Distribution Territory Expansion Transactions, the “Expansion Transactions”). Each of the principal asset purchase agreements the Company has entered into for Manufacturing Facility Expansion Transactions has provided for Coke Consolidated to (i) purchase from CCR certain Expansion Manufacturing Facilities and (ii) assume certain liabilities and obligations of CCR relating to the business being acquired.facilities. The Company has entered into an initial regional manufacturing agreement (the “Initial RMAs”) with The Coca-Cola Company at the closing of each Manufacturing Facility Expansion Transaction pursuant to which The Coca-Cola Company granted the Company the rights to manufacture, producenow distributes, markets and package certain beverages distinguished by trademarks of The Coca-Cola Company that are produced using cold-fill technology and referred to therein as “Authorized Covered Beverages” at the applicable Expansion Manufacturing Facility for distribution by the Company for its own account in accordance with Comprehensive Beverage Agreements (as defined below) between the Company, The Coca-Cola Company and CCR and for sale by the Company to certain other U.S. Coca-Cola bottlers and to Coca-Cola North America in accordance with the Initial RMA.

As part of these Expansion Transactions, the Company has agreed, subject to certain limited exceptions, to refrain until January 1, 2020 from acquiring or developing any line of business inside or outside of its territories governed by a Comprehensive Beverage Agreement or similar agreement without the consent of The Coca-Cola Company, which consent may not be unreasonably withheld.

April 2013 LOI for Distribution Territory Expansion Transactions. In April 2013, the Company and The Coca-Cola Company entered into anon-binding letter of intent (the “April 2013 LOI”) for the first series of

Distribution Territory Expansion Transactions, which contemplated the Company acquiring CBA Rights and distribution assets relating to Expansion Territories previously served by CCR in eastern Tennessee, central Kentucky and portions of Indiana (the “April 2013 LOI Territories”). From May 2014 to May 2015, the Company completed the acquisition of these April 2013 LOI Territories from CCR in a series of five asset purchase transactions and one asset exchange transaction (the “Asset Exchange Transaction”). In the Asset Exchange Transaction, the Company exchanged certain of its assets relating to the marketing, promotion, distribution and sale of Coca-Cola and other beverage products in the territory previously served by the Company’s facilities and equipment in Jackson, Tennessee, including the rights to produce suchmanufactures beverages in the Jackson, Tennessee territory, for certain assets of CCR relating to the marketing, promotion, distributionterritories spanning 14 states and sale of Coca-Cola and other beverage products in the portion of the April 2013 LOI Territories previously served by CCR’s facilities and equipment in Lexington, Kentucky, including the rights to produce such beverages in the Lexington, Kentucky territory.

May 2015 LOI for Distribution Territory Expansion Transactions. In May 2015, the Company andThe Coca-Cola Company entered into anon-binding letter of intent (the “May 2015 LOI”) which contemplated the Company acquiring in two phases additional CBA Rights and distribution assets relating to Expansion Territories that include the major markets of Baltimore, Maryland; Alexandria, Norfolk and Richmond, Virginia; the District of Columbia; Cincinnati, Columbus and Dayton, Ohio; and Indianapolis, Indiana.

In September 2015, the Company and CCR entered into an asset purchase agreement (the “September 2015 APA”) for the first phase of additional Distribution Territory Expansion Transactions contemplated by the May 2015 LOI for CBA Rights and distribution assets relating to Expansion Territories previously served by CCR in eastern and northern Virginia, most of Delaware, the entire state of Maryland, the District of Columbia, and partsoperates a total of North Carolina, Pennsylvania and West Virginia. Between October 2015 and April 2016,13 manufacturing facilities (including one facility owned by a manufacturing cooperative in which the Company completedis a shareholder).

The following table summarizes the acquisitions under the September 2015 APAdistribution territories and regional manufacturing facilities acquired from CCR in a series of four closings, providing the Company with CBA Rights and distribution assets relating to Expansion Territories previously served by CCR in Norfolk, Fredericksburg, Staunton, Richmond, Yorktown and Alexandria, Virginia; Elizabeth City, North Carolina; and Easton, Salisbury, Capitol Heights, La Plata, Baltimore, Hagerstown and Cumberland, Maryland.

In September 2016, the Company and CCR entered into an asset purchase agreement (as amended, the “September 2016 Distribution APA”) for the second phase of additional Distribution Territory Expansion Transactions contemplated by the May 2015 LOI for CBA Rights and distribution assets relating to Expansion Territories previously served by CCR in central and southern Ohio, northern Kentucky, large portions of Indiana and parts of Illinois and West Virginia. The Company has now closed two Distribution Territory Expansion Transactions under the September 2016 Distribution APA which provide the Company with CBA Rights and distribution assets relating to Expansion Territories previously served by CCR in Cincinnati, Dayton, Lima and Portsmouth, Ohio; Louisa, Kentucky; and Anderson, Fort Wayne, Lafayette, South Bend and Terre Haute, Indiana. The Company is continuing to work towards closing the remainder of the distribution territory expansion transactions contemplated by the September 2016 Distribution APA.

September 2015 LOI for Manufacturing Facility Expansion Transactions. In September 2015, theCompany entered into anon-binding letter of intent with The Coca-Cola Company (the “September 2015 LOI”) which contemplated the Company’s acquisition of six regional manufacturing facilities and related manufacturing assets from CCR in two phases (the “September 2015 LOI Manufacturing Facilities”).

In October 2015, the Company and CCR entered into an asset purchase agreement (the “October 2015 APA”) for the first phase of Manufacturing Facility Expansion Transactions contemplated by the September 2015 LOI to provide for the Company’s acquisition of three regional manufacturing facilities located in Sandston, Virginia; and Silver Springs and Baltimore, Maryland. The Company completed the acquisitions under the October 2015 APA in a series of two closings, acquiring the Sandston, Virginia facility in January 2016 and acquiring the Silver Spring and Baltimore, Maryland facilities in April 2016.

In September 2016, the Company and CCR entered into an asset purchase agreement (the “September 2016 Manufacturing APA”) for the second phase of Manufacturing Facility Expansion Transactions contemplated by the September 2015 LOI to provide for the Company’s acquisition of three regional manufacturing facilities

located in Cincinnati, Ohio, Indianapolis, Indiana and Portland, Indiana. The Company completed the acquisition of the Cincinnati, Ohio facility in October 2016 and expects to complete the acquisition of the Indianapolis and Portland, Indiana facilities in 2017.

February 2016 LOI for Distribution Territory Expansion Transactions and Manufacturing Facility Expansion Transactions. In February 2016, the Company entered into a non-binding letter of intentwith The Coca-Cola Company (as amended, the “February 2016 LOI”) for an additional series of Expansion Transactions where the Company would (i) acquire CBA Rights and distribution assets relating to Expansion Territories currently served by CCR in northern Ohio (the “February 2016 LOI Territories”), and (ii) purchase an Expansion Manufacturing Facility and related manufacturing assets in Twinsburg, Ohio. The February 2016 LOI Territories include the major markets of Akron, Elyria, Toledo, Willoughby and Youngstown County, Ohio. These transactions are subject to the Company and CCR reaching mutually agreed upon terms of a definitive purchase and sale agreement with respect to the February 2016 LOI Territories and a definitive purchase and sale agreement with respect to the Twinsburg, Ohio Expansion Manufacturing Facility. The Company anticipates that these definitive agreements will be executed, and that the closings of these transactions will be completed, in 2017.

June 2016 LOI for Exchange of Distribution Territories and Manufacturing Facilities with CCR. In June 2016, the Company entered into a non-binding letter of intent with The Coca-Cola Company (the “CCR June 2016 LOI”) pursuant to which the Company would (i) acquire CBA Rights and distribution assets relating to Expansion Territories in northeastern Kentucky and southwestern West Virginia served by CCR’s distribution center in Louisa, Kentucky (the “Louisa Territory”), and (ii) exchange its bottling rights and assets relating to distribution territories in southern Alabama, southern Mississippi and southern Georgia currently served by the Company and a regional manufacturing facility and related manufacturing assets currently owned by the Company in Mobile, Alabama for bottling rights and assets of CCR relating to Expansion Territories in parts of Arkansas, southwestern Tennessee and northwestern Mississippi served by CCR and two additional Expansion Manufacturing Facilities and related manufacturing assets currently owned by CCR located in Memphis, Tennessee and West Memphis, Arkansas (collectively, the “CCR Exchange Transactions”). Pursuant to the September 2016 Distribution APA described above, the Company completed the acquisition of CBA Rights and distribution assets relating to the Louisa Territory in October 2016. The CCR Exchange Transactions are subject to the Company and CCR reaching mutually agreed upon terms of a definitive asset exchange agreement. The Company anticipates that this definitive agreement will be executed, and that the closings of the CCR Exchange Transactions will be completed, in 2017.

The letters of intent related to the Expansion Transactions address several other matters related to the ongoing expansion of the Company’s distribution territories and purchase of manufacturing facilities, as well as the implementation of the national product supply system, including the current intentions of the Company and The Coca-Cola Company with respect to (i) the Coke One North America an information technology platform they plan to implement throughout the Expansion Territories (as discussed below under “CONA Services LLC”), (ii) the governance of the national product supply group for the Coca-Cola product supply system (as discussed below under “National Product Supply Governance Agreement”), and (iii) the process pursuant to which the Company will be provided opportunities to participate economically in the existing business of The Coca-Cola Company in the United States involvingnon-direct store delivery of products and futurenon-direct store delivery of products and/or business models developed by The Coca-Cola Company.

February 2017 LOI for Distribution Territory Expansion Transaction.In February 2017, theCompany entered into anon-binding letter of intent with The Coca-Cola Company (the “February 2017 LOI”) for an additional Expansion Transaction where the Company would acquire CBA Rights and distribution assets relating to Expansion Territories in and around Cleveland, Ohio currently served by another unaffiliated Coca-Cola bottler (the “February 2017 LOI Territories”). This transaction is subject to the Company and CCR reaching mutually agreed upon terms of a definitive purchase and sale agreement with respect to the February 2017 LOI Territories. The Company anticipates that this definitive agreement will be executed, and that the closing of this transaction will be completed, in 2017.

As of March 13, 2017, the Expansion Territories and Expansion Manufacturing Facilities acquired and their respective closing dates and purchase prices are as follows:System Transformation:

IfIn 2018, payments to TheCoca-Cola Company from the Company completes all ofwith respect to post-closingtrue-up payments for the remaining Expansion Transactions contemplated by the previously announced letters of intent, it will serve distribution territories in 15 states across the eastern United States, as well as the District of Columbia,System Transformation transactions totaled $12.9 million and will operate a total of 13 manufacturing facilities.

Comprehensive Beverage Agreements.Pursuant to the Initial CBAs entered into among the Company,CCR andpayments from The Coca-Cola Company at each of the closings under the Distribution Asset Purchase Agreements,to the Company is obligatedwith respect to make quarterlypost-closingsub-bottlingtrue-up payments to CCR based on sales of certain beverages and beverage products that are sold under the same trademarks that identify a Covered Beverage, Related Product or certain cross-licensed brands. During fiscal 2016, the Company madesub-bottling payments of $13.5 million to CCR pursuant to the Initial CBAs entered into in connection with completed Expansion Territory closings. The Company accounts for the quarterlysub-bottling payments as contingent consideration.System Transformation transactions totaled $4.7 million. For more information aboutregarding the accounting treatment of the quarterlysub-bottling payments,System Transformation transactions, see Note 34 and Note 1222 to the consolidated financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended January 1, 2017, asDecember 30, 2018 filed with the SEC on March 14, 2017.SEC.

Beverage Distribution and Manufacturing Agreements with CCR and The Coca-Cola Company in September 2015 (as amended, the “Territory Conversion Agreement”), theand CCR

The Company has agreed(i) exclusive rights to amend, restatedistribute, promote, market and convert allsell certain nonalcoholic beverages of its master bottle contracts, allied bottle contracts, Initial CBAsThe Coca-Cola Company pursuant to a comprehensive beverage agreement with TheCoca-Cola Company and other bottlingCCR and (ii) rights to manufacture, produce and package certain beverages bearing trademarks ofThe Coca-Cola Company pursuant to a regional manufacturing agreement with TheCoca-Cola Company. These agreements, which are the Company’s principal agreements with The Coca-Cola Company and its affiliates following completion of the System Transformation, are described below.

Distribution Agreement with The Coca-Cola Company and CCR. The Company has exclusive rights to distribute, promote, market and sell certain beverages and beverage products of The Coca-Cola Company in certain territories pursuant to a comprehensive beverage agreement withThe Coca-Cola Company and CCR entered into on March 31, 2017 (as amended, the “CBA”), in exchange for which the Company is required to make quarterlysub-bottling payments to CCR. The amount of these payments is based on gross profit derived from the Company’s sales of beverages and beverage products of The Coca-Cola Company as well as certain cross-licensed beverage brands not owned or licensed by The Coca-Cola Company. Thesesub-bottling payments to CCR are for the distribution territories the Company acquired in the System Transformation, and are not applicable to the territories the Company served prior to the System Transformation or to those territories the Company acquired in an exchange transaction. During fiscal 2018, the Company madesub-bottling payments of $24.7 million to CCR pursuant to the CBA. The Company accounts for the quarterlysub-bottling payments as contingent consideration.

For more information about the accounting treatment of the quarterlysub-bottling payments, see Note 15 to the consolidated financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended December 30, 2018.

The CBA contains provisions that authorizeapply in the event of a potential sale of the Company or its aggregate businesses related to the distribution, promotion, marketing and sale of beverages and beverage products ofThe Coca-Cola Company. Pursuant to the CBA, the Company may only sell its distribution business to eitherThe Coca-Cola Company or third-party buyers approved byThe Coca-Cola Company. The Company can obtain a list of approved third-party buyers fromThe Coca-Cola Company on an annual basis or can seekThe Coca-Cola Company’s approval of a potential buyer upon receipt of a third-party offer to purchase the distribution business. If the Company wishes to sell its distribution business to The Coca-Cola Company and is unable to agree withThe Coca-Cola Company on the terms of a binding purchase and sale agreement, including the purchase price for the distribution business, the CBA provides that the Company may either withdraw from negotiations or initiate a third-party valuation process to determine the purchase price and, upon this determination, opt to continue with the potential sale toThe Coca-Cola Company. If the Company elects to continue with the potential sale,The Coca-Cola Company would then have the option to (i) purchase the distribution business at the purchase price determined by the third-party valuation process and pursuant to the sale terms set forth in the CBA (including, to the extent not otherwise agreed to by the Company andThe Coca-Cola Company, defaultnon-price terms and conditions of the acquisition agreement) or (ii) elect not to purchase the distribution business, in which case the CBA would be automatically amended to, among other things, permit the Company to produce and/or distribute certain covered beverages definedsell its distribution business to any third party without obtainingThe Coca-Cola Company’s prior approval.

The CBA further provides:

The CBA prohibits the Company from producing, manufacturing, preparing, packaging, distributing, selling, dealing in or otherwise using or handling any beverages, beverage components or other beverage products (i) other than the beverages and beverage products of TheCoca-Cola Company and expressly permitted cross-licensed brands and (ii) unless otherwise consented to byThe Coca-Cola Company. The CBA has a newterm of 10 years and final form comprehensive beverage agreement (the “Final CBA” and, together withis renewable by the Initial CBAs, referred toCompany indefinitely for successive additional terms of 10 years, unless earlier terminated as the

beverages produced by the Company and (ii) certain purchased still beverages. Under this agreement, the prices charged byThe Coca-Cola Company are 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.

The agreements with The Coca-Cola Company for has no rights under the Legacy Territories as well asincidence-based pricing agreement to establish the Comprehensive Beverage Agreements forresale prices at which the Expansion Territories generally requireCompany sells its products, but does have rights to establish pricing under other agreements, including the RMA.

The CBA requires the Company to use all approved means and spend such funds on advertising and other forms of marketing as may be reasonably required to create, stimulate and 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 each year to present its annual and long-range operating, 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.

The following table summarizes the significant transactions between Coke Consolidated and The Coca-Cola Company during fiscal 2016:

agreement. During fiscal 2016,2018, Coke Consolidated received management fees of $36.1$36.3 million from Piedmont. Coke Consolidated sells product at cost to Piedmont. These salesPiedmont, which amounted to $134.2$141.9 million in fiscal 2016.2018. Coke Consolidated also subleasesleases various fleet and vending equipment to Piedmont at cost. These sublease rentalscost, which amounted to $4.3$6.0 million in fiscal 2016.2018.

Coke Consolidated has agreed to provide financing to Piedmont of up to $100.0 million in revolving credit loans to Piedmont under an agreement that expires on December 31, 2017.2019 with automaticone-year renewal periods unless either the Company or Piedmont provides 10 days’ prior written notice of cancellation to the other party before any suchone-year renewal period begins. Piedmont pays Coke Consolidated interest on any amounts outstanding under the loansits borrowings at a rate equal to the Company’sCoke Consolidated’s average monthly cost of fundsborrowing, taking into account all indebtedness of the Company and its consolidated subsidiaries, as determined as of the last business day of each calendar month, plus 0.50% (4.23% at January 1, 2017)0.5%. There were no amounts outstanding under this agreement as of January 1, 2017.December 30, 2018.

Piedmont has agreed to provide financing to the Company of up to $100.0$200.0 million in revolving credit loans to Coke Consolidated under an agreement that expires inon December 2017.31, 2022 with automaticone-year renewal periods unless a demand for payment of any amount borrowed by Coke Consolidated paysis made by Piedmont prior to any such termination date. Borrowings under the revolving loan agreement bear interest on a monthly basis at a rate that is the loans basedaverage rate for the month on monthly average rates forA1/P1-rated commercial paper with a30-day maturity, which was 0.68%2.42% at January 1, 2017.December 30, 2018. There was $76.4$104.4 million outstanding under this agreement as of January 1, 2017.December 30, 2018.

CONA Services LLC. The Company is a member of CONA Services LLC (“CONA”), an entity formed with The Coca-Cola Company and certain other Coca-Cola bottlers to provide business process and information technology services to its members. The Company is also party to a master services agreement with CONA, pursuant to which CONA agreed to make available, and the Company became authorized to use, the Coke One North America system (the “CONA System”), a uniform information technology system developed to promote operational efficiency and uniformity among North American Coca-Cola bottlers. As part of making the CONA System available to the Company, CONA provides the Company with certain business process and information technology services, including the planning, development, management and operation of the CONA System in connection with the Company’s direct store delivery and manufacture of products. The Company incurred CONA service fees in fiscal 2018 of $21.5 million.

Coca-Cola Bottlers’ Sales & Services Company LLC. Along with all other U.S. Coca-Cola bottlers (including CCR), Coke Consolidated is a member of Coca-Cola Bottlers’ Sales & Services Company LLC (“CCBSS”), which was formed in 2003 to provide certain procurement and other services with the intention of enhancing the efficiency and competitiveness of the U.S. Coca-Cola bottling system. CCBSS negotiated the procurement for the majority of the Company’s raw materials (excluding concentrate) in fiscal 2018. Coke Consolidated incurred $2.8 million in fiscal 2018 for its share of CCBSS’ administrative costs. Amounts due from CCBSS for rebates on raw material purchases were $10.4 million as of December 30, 2018.

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 Coke Consolidated common stockCommon Stock or classClass B common stockCommon Stock except in certain circumstances and (ii) not to sell or otherwise dispose of shares of Coke Consolidated classClass B common stockCommon Stock without first converting them into Coke Consolidated common stockCommon 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 J. Frank Harrison, III, the Company’s Chairman and Chief Executive Officer.CEO. 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 classClass B common stockCommon Stock into an equivalent number of shares of Coke Consolidated common stock.Common Stock. The material terms of the Amended Rights and Restrictions Agreement include the following:

●

Coke Consolidated has the right through January 27, 2019 to call for redemption of the number of shares of its stock that would reduce The Coca-Cola Company’s equity ownership in the Company to 20% at a price not less than $42.50 per share, to be either mutually determined by the parties or determined by an appraisal or appraisals conducted by an investment banker or bankers appointed by the parties;

responsibilities and holding similar positions. The Compensation Committee of the Board, which is comprised entirely of independent directors, reviewed and approved the compensation paid to Ms. Everett and Mr. Glenn during fiscal 2016.2018. Mr. Harrison does not have a financial interest in the Company’s employment relationship with Ms. Everett, or Mr. Glenn, nor does he share a home with either of them.her.

Certain trusts of which Mr.J. Frank Harrison, Ms. EverhartIII and Dr.Sue Anne H. Wells are trustees and beneficiaries and Ms.Morgan H. Everett is a permissible, discretionary beneficiary have the right to acquire 292,386 shares of classClass B common stockCommon Stock from Coke Consolidated in exchange for an equal number of shares of common stock.Common Stock. In the event of such an exchange, Mr. Harrison would have sole voting and investment power over the shares of classClass B common stockCommon Stock acquired. The trusts do not own any shares of common stockCommon Stock with which to make the exchange, and any purchase of common stockCommon 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 is responsible for overseeing management’s approach to risk management. The involvement of the full Board in reviewing the Company’s strategic objectives and plans is a key part of the Board’s assessment of management’s approach and tolerance to risk. While the Board has ultimate oversight responsibility for overseeing management’s risk management process, various committees of the Board assist it in fulfilling that responsibility.

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

The Board believes that this division of responsibilities is the most effective risk management approach and that the Company’s Board leadership structure supports this approach. With hisin-depth knowledge and understanding of Coke Consolidated’s business gained from his 4041 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 Board, particularly as it focuses on identifying and managing the key strategic risks facing the Company.

Communications with the Board of Directors

Stockholders and other interested parties can communicate directly with any of the Company’s directors, including itsnon-employee directors or the Lead Independent Director, by sending a written communication to a director c/o Secretary at Coca-Cola Bottling Co. Consolidated, Inc., 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. All communications received in accordance with these procedures will be promptly reviewed by the Secretary before being forwarded to the appropriate director or directors. The Company generally will not forward to directors unless such communications are considered, in the reasonable judgment ofa stockholder communication that the Secretary determines to be primarily commercial in nature, relates to an improper for submission toor irrelevant topic or requests general information about the intended recipient, such as communications unrelated to the Company’s business, advertisements or frivolous communications.Company.

Director Compensation

The table below shows the compensation paid to eachnon-employee director who served on the Board in fiscal 2016.2018. Directors who are also employees of the Company (currently Messrs. Harrison, Flint, Kasbekar and KasbekarKatz and Ms. Everett) receive no compensation for their service as directors.

20162018 Director Compensation Table

The elements of compensation for the Company’snon-employee directors are as follows:

The Compensation Committee reviews and approves compensation of the members of the Board. In approving annual director compensation, the Compensation Committee considers recommendations of management and approves the recommendations with such modifications as the Committeecommittee deems appropriate.

Under the Coca-Cola Consolidated, Inc. (formerly Coca-Cola Bottling Co. ConsolidatedConsolidated) 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. 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 cash payments in installments based upon the amount of fees deferred and the investment return on the selected investment.

Compensation Discussion and Analysis

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

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

Executive Summary

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

The Compensation Committee of the Board (the(referred to as the “Committee”) in this section and the “Executive Compensation Tables” section) seeks to accomplish these goals in a way that is consistent with the purpose and core values of Coke Consolidatedthe Company and the long-term interests of the Company and its stockholders and employees.

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

The Committee oversees the compensation program for the 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 the Company’s 20162018 executive compensation program:

Key Elements of 2018 Executive Compensation Program

ElementLong-Term Performance Equity Plan		Description Incentive awards granted to the CEO with payouts based on the Company’s achievement of specified performance goals during the applicable performance period. Awards settled in cash, shares of Coke Consolidated Class B Common Stock or a combination of cash and shares of Coke Consolidated Class B Common Stock.		Purpose Promote the best interests of the Company and its stockholders by providing the CEO with incentive compensation linked to the Company’s achievement of its long-range business plan.
CEO Performance Units		Performance-based restricted stock units granted only to CEO. Awards vest in equal annual increments over a10-year period with each annual increment tied to the Company’s annual performance.		Promote long-term retention, motivate the CEO to consistently achieve the Company’s annual strategic and financial goals, and maintain an appropriate balance ofat-risk, performance-based compensation for the CEO.
Officer Retention Plan		Supplemental defined benefit plan providing retirement and severance benefits.		Attract executive talent and promote retention with a long-term perspective.
Long-Term Retention Plan		Supplemental defined contribution plan providing retirement and severance benefits.		Attract executive talent and promote retention with a long-term perspective.
Supplemental Savings Incentive Plan		Supplemental deferred compensation plan enabling executive officers to defer a portion of their annual salary and bonus and cashof their awards under the Annual Bonus Plan and the Long-Term Performance Plan.		Promote retention, encourage executive officers to save for retirement and provide retirement savings in atax-efficient manner.
Other Benefits and Executive Compensation Policies		Premiums paid for life and disability insurance, annual flexible benefitexecutive allowance, and personal use of corporate aircraft.aircraft, annual physicals and income and employment taxgross-ups.		Attract and retain executive talent and enhance efficiency.

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 the Company’s strategic business goals, compensation survey data and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to the 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 noncash 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 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 Vice Chairman and the President and Chief Operating Officer and the Executive Vice President, General Counsel and Secretary make specific compensation recommendations to the CEO. The CEO reviews and approves the 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 Korn Ferry 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 2016, management retainedthe first quarter of 2018, Korn Ferry Hay Group to completecompleted a comparative study of the Company’s executive compensation program relative to peer companies and survey data, which was considered by the Committee in connection with its decisions regarding compensation for 20162018 (the “2016“2018 Executive Compensation Review”). A Korn Ferry Hay Group representative attended the 20162018 Committee meetings and also met in executive session with the Committee.

The 14 peer group companies used for the 20162018 Executive Compensation Review were all publicly-tradedpublicly traded companies similar in size to the Company and in the same industry as the Company.food and beverage industry. The peer group consisted of the following companies:

Management and the Committee have used the studies by Korn Ferry 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. The Committee has not, however, relied exclusively onrange between the compensation studies40^th and 75^th percentiles of companies of similar size and whether any variation above or set compensation components to meet specific benchmarks, such as targeting salaries or total compensation “abovebelow the median” or “at the 75th percentile.”range is appropriate.

Base Salaries

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

The Committee approved the following adjustmentadjustments of the named executive officers’ base salaries effective April 1, 2016 (with the exception of Mr. Kasbekar, whose salary was effective January 1, 2016):2018:

The base salary adjustments reflectwere in line with the substantial growth2.0% target merit salary increase for the Company’s senior officers. Messrs. Katz, Harris and Chambless received above-target increases in the scope and responsibilitiesview of the positions held by the named executive officers as a resultgrowth of the significant territoryCompany and the resulting expansion transactions completed in 2015of their duties and 2016 and, in the case of Messrs. Deal and Kasbekar, their promotions to more senior positions.

responsibilities. The Committee believes the named executive officers’ base salaries in the table above for 20162018 were within a reasonable range of base salaries for comparable executive talent.

Annual Bonus Plan

All of the named executive officers participate in the Company’s Annual Bonus Plan. The Company’s 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: