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Shareholder Pressure Pops at Coke

By Alyce Lomax - Oct 3, 2014 at 12:41PM

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Shareholder unrest leads companies like Coke to tinker with their pay packages.

Shareholders have been increasingly expressing disapproval regarding their companies' executive compensation plans, and it's about time. In America, CEOs make 350 times the salary of the average American worker. Egregious pay for top management is the rule, not the exception, and links to overall performance and business strength can be hard to find in many cases.

Granted, it's still rare that majorities shoot down pay in say-on-pay votes. Still, in some cases, shareholder disapproval and pressure is enough to get some kind of response. We've seen a few of these in 2014.

Coca-Cola (KO 0.95%) made an interesting case in point this week. It has announced plans to retool its controversial executive compensation plan, a piece of news that includes an interesting twist: a certain shareholder named Warren Buffett.

Tinkering with a New Coke formula
Most investors hang on every word Berkshire Hathaway's (BRK.B 0.80%) Buffett utters about business and investing. Along with all kinds of pieces of advice about being a good investor, he's often delivered critical words about problems in corporate America, such as egregious CEO pay.

Buffett's beliefs and his standing as a shareholder clashed at Coke's last annual meeting. Buffett holds a 9% stake in Coke, which had a compensation plan that proved problematic. Buffett publicly admitted that Coke's pay plan was "excessive," but instead of voting against the pay, he abstained from voting on Coke's pay package at all.

That may have been a cop-out, but his words and the criticism of other shareholders still must have made an impression.

Wintergreen Advisors, which owns 1% of Coke's shares, has been a particularly vocal critic of Coke's pay policies. Two of the company's five biggest shareholders, State Street Capital Advisors and Capital Group, voted to reject it, and once abstentions and non-votes were removed from the finally tally, less than half of shareholders had actively voted for the plan.

The air of disapproval must have gotten a little too thick. This week Coke announced plans to alter its compensation plan, which had originally called for $13 billion worth of shares to be allotted for Coke's top executives' long-term equity awards. It will also scale down the number of stock options it issues. This will move emphasis back to cash-based compensation for the executives, including CEO Muhtar Kent.

This comes in the nick of time, given concerns about Coke's growth outlook with consumers shifting away from sugary soft drinks.

Narrowing the options at Oracle
Coke isn't the only company that's recently taken a look at how it rewards its management teams after shareholders indicated disapproval.

This past summer, Oracle's (ORCL 1.00%) compensation committee slashed CEO and founder Larry Ellison's annual stock option windfall from 7 million to 3 million. It also halved stock options awarded to top management including Mark Hurd and Safra Catz.

Shareholders had rejected Ellison's pay packages in two annual votes; not only is performance an issue, but Ellison is one of the world's richest men, and has consistently hit the top of the charts in CEO pay lists over years' time. Given Ellison's wealth, though, the adjustment was just a slap on the wrist.

Now that Ellison has stepped away from the CEO post, Oracle shareholders will have to consider how newly appointed co-CEOs Hurd and Catz will fare in the pay department. Both were already rewarded handsomely even before their promotions to replace Ellison's daily role. Last year, Hurd and Catz each made $38 million in total compensation.

Hurd is also no stranger to the world of high-roller CEO pay. He made out like a bandit when he was ousted from Hewlett-Packard (HPQ 4.59%) and managed to step away with a $35 million golden parachute.

Oracle shareholders have every reason to be vigilant given the company's history of having a culture of exorbitant management compensation.

Common sense is not so common
In both cases, there's a sense of corporate boards capitulating to shareholders, at least a little bit. For decades, most boards of directors and management teams haven't seemed to feel too concerned about what shareholders thought of their compensation schemes at all. That, of course, is a shame, since boards of directors are charged with looking out for shareholder interests.

Shareholders themselves can't go without blame -- for decades, they've been detached and apathetic about what exorbitant CEO pay meant in terms of the quality of their own management teams and investment futures. In so many cases, exorbitant CEO pay hasn't yielded outperformance, except for the outperformance of CEO pay levels across the landscape.

Coke and Oracle are making steps in the right direction, but there's a long way to go in bringing common sense back to the CEO compensation landscape overall.

Shareholders are increasingly on the case, but what if more corporate boards and managements started addressing these issues before shareholders started pressuring and ultimately demanding it? Given rumblings at places like Coke and Oracle, getting ahead of shareholder saber-rattling should top the to-do list.

Check back at for more of Alyce Lomax's columns on environmental, social, and governance issues.

Alyce Lomax has no position in any stocks mentioned. The Motley Fool recommends Berkshire Hathaway and Coca-Cola. The Motley Fool owns shares of Berkshire Hathaway and Oracle and has the following options: long January 2016 $37 calls on Coca-Cola and short January 2016 $37 puts on Coca-Cola. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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