Wintergreen: Coca-Cola’s Equity Compensation Plan Is a ‘Big Grab’ by Management

David Winters, CEO of Wintergreen Advisers, said the response by The Coca-Cola Company (NYSE: KO) to Wintergreen’s criticism of its proposed 2014 equity compensation plan was “disappointing, defensive and inadequate.”

Mr. Winters made the comments during a webcast for fiduciaries, analysts and the media in which he provided details of Wintergreen’s analysis of the Coca-Cola 2014 Equity Plan. The call followed Wintergreen’s March 21, 2014 letter to the board of directors in which it characterized the proposed plan as an “excessive transfer of wealth” from Coca-Cola shareholders to the top five percent of the company’s management.

In reviewing his firm’s analysis and Coca-Cola’s response, Winters said his firm would vote against the 2014 Equity Plan because it believes the plan is:

• Potentially highly dilutive to shareholders
• Unsupported by any strategic rationale
• Unnecessary, since adequate capacity exists under Coca-Cola’s current plans
• Inadequately disclosed in the proxy materials
• Grossly outsized for a company with earnings growth in the single digits
• A bad precedent for corporate America

The presentation and an audio recording of today’s call is available at www.wintergreenadvisers.com.