Coke's compensation plan is "outrageous" and "excessive": Wintergreen's David Winters

David Winters, CEO of Wintergreen Advisers, won't back down from his battle with the world's largest soda maker. Winters has openly criticized Coca-Cola's (KO) proposed 2014 equity compensation plan, calling it "potentially highly dilutive to shareholders"..."unnecessary"..."unsupported by any strategic rationale" and "a bad precedent for corporate America." And that's not all.

In a March 21 letter to Coca-Cola's board of directors, Winters characterizes the proposal as an "outrageous grab" and an “excessive transfer of wealth” from Coca‐Cola shareholders to the company’s senior management.

Winters accuses Coca-Cola of not adequately disclosing its equity plan in proxy materials. Wintergreen Advisers, which owns about 2.8 million shares of Coca-Cola, will ask board members to withdraw the proposal at the company's April 23 shareholder meeting. Calvert Investments and The Ontario Teachers’ Pension Fund announced this week that they will vote against the compensation plan; Calvert also seeks a resolution that would separate the chairman and CEO roles.

"The plan has the potential to dilute shareholders by 14.4%," says Winters in the video above. "That's a transfer of about $28 billion worth of equity to 6,400 people, or 5% of [Coke's employees]. We need a more shareholder-friendly equity plan."

Coca-Cola addressed Winters' objections on its website:

"[Winters] continues to overstate the dilutive impact of the plan. Actual dilution related to existing equity plans over the last three years has been less than 1% per year and is expected to be in this range going forward. Our plan, clearly presented in the proxy, is closely in line with past equity plans and within industry norms.

The Board fully stands behind the Company’s compensation program and believes this plan incorporates performance metrics that link the interests of employees to those of company shareowners."

Winters says he hopes Warren Buffett, Coca-Cola's largest and most prominent shareholder, throws his support behind Wintergreen. A letter sent to Buffett's Berkshire Hathaway office has not yet been answered, he says.

"Coca-Cola is a great company and we love it," notes Winters. But the "massive dilution will hurt potential returns going forward."

Coca-Cola reports second-quarter earnings on April 15. Investors are waiting to hear how falling soda sales are impacting Coca-Cola's profits. Shares of the company are down nearly 3% in the past year.

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