Coke Failed To Garner Majority Support For Equity Plan: David Winters

By Mani
Updated on

The CEO of Wintergreen Advisors said The Coca-Cola Company (NYSE:KO)’s plan failed to garner support from a majority of shareholders, including its largest shareholder, Berkshire Hathaway Inc. (NYSE:BRK.A) (NYSE:BRK.B). Wintergreen Advisors has been waging a proxy war against the equity plan since it was first proposed on March 7.

Coke compensation package “outrageous”

In his interview with ValueWalk, David Winters said, “If management is going to hijack the value of the company, investors should be aware.” He attacked the management bonus program as an “outrageous” wealth grab.

However, his views were not vindicated where it mattered. He lost the vote with nearly 2.2 billion shares voting in favor of the executive compensation proposal, about 444 million against, and almost an equal number of shares abstaining: nearly 408 million and almost 642 million broker non-votes.

Half-hearted approval

The Coca-Cola Company (NYSE:KO)’s plan allows the company’s managers to be paid generously with company shares if they achieve specific performance goals. Critics have said the plan would dilute the holdings of current shareholders too much, but it still passed overwhelmingly at The Coca-Cola Company (NYSE:KO)’s annual meeting.

In its preliminary voting results released soon after the company’s annual meeting, The Coca-Cola Company (NYSE:KO) indicated that its 2014 equity plan was approved by 83% of the “votes cast.” However, the “votes cast’ excluded Warren Buffet’s votes, as well as any other abstentions, and hence, this figure looks questionable.

Paul Hodgson of Fortune points out the official vote count filed with the SEC late yesterday showed that less than half of the outstanding shares voted for the plan, 49.77%, to be precise, with the rest opposing, abstaining, or simply not voting.

Coke failed to garner majority approval

The activist fund manager David Winters said, “Coke’s plan failed to attract support from a majority of shareholders, including its largest shareholder, Berkshire Hathaway. Wintergreen believes that no company should implement an equity plan without the support of a majority of its shareholders, least of all, a great company like Coca-Cola. It is clear to us that Coca-Cola failed to earn a shareholder mandate to fully implement the 2014 equity plan, and we call on Coca-Cola’s Board of Directors to withdraw or scale back the plan. According to SEC filings, Coca-Cola had more than 66 million shares available for issuance under existing equity plans as of February 20th, which we believe would allow it to continue to issue stock awards while developing a more shareholder-friendly plan.”

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