THE COCA-COLA COMPANY
NYSE: KO Meeting Date: 4/23/2014
When Coca-Cola Company’s say-on-pay resolution received 77% support at the 2013 annual meeting—a noticeable decline from 96% approval in 2012—the compensation committee set out to gain input from its large shareholders and address their concerns. But one shareholder in particular was not convinced that the board had the best interests of Coke shareholders in mind when it designed its proposed 2014 Equity Plan. David Winters, whose firm Wintergreen Advisers, LLC beneficially owns 2.8 million Coke shares, launched some very public criticisms of the proposed 2014 plan in a letter to Coke’s board and largest shareholder, Berkshire Hathaway. Coke responded with a letter of its own to shareholders questioning the math behind Mr. Winters’ claim that the plan is overly dilutive, and countering his argument that the plan could transfer up to $24 billion in share capital to Coke’s management, free from restrictions or performance conditions. It remains to be seen whether Coke’s modified executive compensation program will bring pay back in line with the soft drink behemoth’s recently underwhelming results. Coca-Cola’s shareholders will have their say at the April 23 annual meeting.
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