As The Coca-Cola Company (NYSE:KO) management credits Warren Buffett for encouraging them to change position on an executive compensation plan that was construed by the Berkshire Hathaway founder as “excessive,” value fund manager David Winters feels like a hockey goalie that just made a game winning save.
Assertions made by David Winters on Coke’s employee compensation program
It was David Winters that consistently brought the fight against the compensation package public. “If management is going to hijack the value of the company investors should be aware,” Winters said in a ValueWalk interview last April. At issue were assertions made by Winters that Coke’s employee compensation program would gut shareholders of value while enriching the top 5% of the company.
Today David Winters quietly basks in a temporary victory while showing signs the battle scars from being considered “right” on the numbers but wrong on the initial final vote tally.
“Coca-Cola has finally conceded that the equity compensation plan it put to a vote of shareholders in April was outrageously excessive and inconsistent with past plans,” Winters said in a statement today. “This has been Wintergreen Advisers’ publicly expressed view since we first read Coca-Cola’s proxy statement in March of this year.”
As reported in ValueWalk, David Winters had engaged in both a private and public campaign to encourage Coke shareholders to reject the management compensation plan. When the showdown at a board of directors was over, it was the abstention votes, including that of Warren Buffett, that aggravated Winters most. “When large shareholders reject your plan, a responsible company should take pause,” Winters said in a statement released the day after the vote.
David Winter’s statement on Coca-Cola’s compensation plan
“In our view, The Coca-Cola Company (NYSE:KO)’s plan does not have sufficient investor support to justify its implementation, and the board should do the right thing and set it aside without further delay,” David Winters said in the September statement, noting this is potentially a “High Noon” moment for the board of directors. “This is a test of whether the Coca-Cola board truly is prepared to act in the interests of shareholders. If it is not, the board should be replaced.”
Based on regulatory filings, the New York Times Dealbook blog noted major institutional shareholders voting against the proposal that included Deutsche Bank AG (NYSE:DB) (ETR:DBK), Massachusetts Financial Serivces Company, as well pension funds Florida State Board of Administration, the State of Wisconsin Investment Board, Ontario Municipal Employees Retirement System, Canada Pension Plan and Ontario Teachers’ Pension Plan. But more institutional dissatisfaction lay underneath the surface.
After the proxy vote David Winters reached out privately to many institutional investors, having behind the scenes conversations that were frank in their tone, according to sources. Winters did not give up then and he appears to have not given up his fight as of today, pushing for improved performance that might require a management change.
“No amount of backtracking by the The Coca-Cola Company (NYSE:KO) board of directors can hide the fact that we believe it tried to sneak one by shareholders in Coca-Cola’s proxy materials and statements at the April shareholder meeting,” David Winters said. “Today’s statement by Coca-Cola only calls into question the competence and leadership of the board of directors and management. Much more work has to be done to revitalize Coca-Cola and restore trust in the company.”
