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Make it real

9 Apr 2014 By Kevin Allison

Coca-Cola is facing a New Coke moment. The $171 billion soda giant’s new equity award plan, which could hand a sixth of the company to a few thousand employees over four years, is attracting ire from influential shareholders. Much like the company’s disastrous 1980s brand relaunch, the new recipe needs work.

David Winters, a value investor, is worried about the potential dilution of existing shareholders. Even Coca-Cola acknowledges that if all awards under the new plan happen on a similar basis to previous plans, existing shareholders would be diluted by about 14 percent. Apply that to the current market value of the company, and that’s a stake worth $24 billion.

Winters calculates that dilution could be nearer 17 percent. Now he has been joined in opposition to the plan by the Ontario Teachers’ Pension Fund, which is indicating it has figured an even higher potential dilution of more than 18 percent from the plan. Though a small shareholder, the Ontario fund is an influential one. Proxy advisory firm ISS figures the equity plans of Coke’s food and beverage peers will on average give employees a collective stake under 9 percent.

The new scheme involves more shares and a shorter anticipated timeframe than the last one, which Winters sees as too big an escalation of stock handouts. He also doesn’t accept one of Coke’s counterarguments – that stock buybacks, which ran $4.8 billion last year, really offset grants to employees. The cash, after all, comes out of shareholders’ pockets.

The company says its new plan is in line with market norms and that its impact will be smaller than Winters claims because of buybacks, because employees who receive options aren’t getting the full value of shares, and because awards are performance-related and may not be made at all.

To be fair, the company – which counts Warren Buffett’s Berkshire Hathaway as its largest shareholder and the investor’s son Howard among its directors – is admirably transparent about the details of its plan. And most investors support incentivizing a broad group of employees with shares. Last year, some 6,400 employees were awarded stock.

But the size of the plan does raise questions. And Coca-Cola has been trying to bring shareholders on side after a 23 percent vote against the compensation of its top handful of executives at last year’s annual meeting. The company bounced back from the New Coke debacle after accepting it had made a mistake. Perhaps following the same playbook would make this year’s meeting, in two weeks’ time, go more sweetly.



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