I confess—my wife and I own some stock in the Coca Cola Company, so today we received two packets of information: 1) the 2015 Proxy Statement Notice of Annual Meeting of Shareowners, some 97 pages ( 8 ½ by 11) and 2) the United States Securities Exchange Commission, Form 10-K, 153 pages (same size) plus three pages of “Certification”.
The first thing we were asked to read was the “letter to share owners from our board of directors”, in which we were informed that the Company is “particularly cognizant” that they are where they are because we are where we are. The directors are “ensuring robust outreach and encouragement” by telling us, first of all, about themselves and why they deserve so much compensation. The board values my comments and “is committed to continuing to engage with the shareowners and encourages an open dialogue about compensation, governance and other matters”. We are to address our communication to the secretary in Atlanta Georgia by regular mail or e-mail.
There follows a set of Q&A with the Chairman and CEO, a Mr. Kent, who is smiling and holding half a bottle of Coke as a toast in our honor. All up, that is, including his salary, stock options, option awards, pension and other compensation, it will total $25,224,433. No wonder he is smiling! Other vice presidents, and there are five of them, will receive between $9,072,491 (the Senior VP and President of Coca-Cola, North America) and $2,774,487 (the Former VP and Chief Financial Officer). Did you ever wonder why a can of Coke costs so much?
Mr Kent answers questions about value, growth, skills, diversity, the proxy process, why he is both Chairman of the Board and CEO of the company, and why he didn’t take a bonus in 2014. That seems like a planted question—looking at the compensation chart, it seems unlikely that Mr. Kent needed a bonus on top of his 25 million to survive, even in these hard economic times.
There are certain words that fall like snowflakes in the answers by Mr. Kent: passionate, high expectations, significant growth, opportunities, strategic actions, continued progress, the interests of the shareholders, appropriate leadership structure, diverse viewpoints, fresh perspectives, know-how, commitment, working together, and moving forward toward “even greater opportunities”. The mound of snow gets deeper and deeper as the “commonly raised” questions are answered. Mr Kent follows with the good news that “tomorrow morning, two billion households will wake up thirsty and eager for refreshment”. That is a lot of gas, something that the Company might also “seize” as a “greater opportunity”.
Some trivia: the average tenure for a VP is 8.4 years and the average age is 64.8 years and quite proudly, 27%, at least of the Director nominees, are women.
A “Compensation Committee” shoots various literary bullets to assure us that they have used “equity principles, as spelled out on page 52”. There, we are told to go to a website that will show the guidelines in detail but, for the average ignorant shareholder like myself, it is apparently enough to know that there is 1) a “burn rate commitment” 2) “an “actual burn rate” (with “overhang” and “actual dilution”; 3 and 4) a significant reduction in the use of stock options and equity-eligible participant in the long-term incentive program; 5) increased transparency; and 6) a commitment to continue with the share repurchase exercise program.
Although somewhat bewildered by this information, I turn to the “long-term incentive award” chart and the “equity scorecard”. Both are there to convince me that the Compensation Committee is doing its job and that I can have confidence in the award amounts and the performance measures. I am even told on page 57 how the Compensation Committee was chosen by using a “Comparative Group” that also had a lot revenue, market capitalization, global presence, many consumers, and sustained growth, among other things. My committee is obviously getting the best that money can buy.
The Compensation Committee is not done: they give a report telling me that “no member….had a relationship that must be described under SEC rules, relating to disclosure of related person transactions….” That seems right, although I have no ideal what it means and I am not about to read the SEC rules to find out.
More charts follow: 1) the 2014 Summary Compensation Table, with notes on the salaries, stock awards, option awards, and so on. Suffice it to say, Mr Kent has done well; 2) Grants of Plan Based Awards; 3) Outstanding Equity Awards, 4) Pension Benefits (Mr Kent will get $1,326,709 a year and have over 39 million in pension benefits when he retires); 5) Payments upon termination or Change in Control (getting fired?). Mr Kent would get $3,200,000 in severance pay if they decide Coke is not doing well; 6) Incentive plans and 7) other plans.
The report concludes with the audit committee which, of course, finds no problems. After the big numbers for Mr Kent and his fellow cabal of VPs, the audit is a bargain: only $28,990 plus some $5 thousand (and change) for some related fees. There are also some “tax fees’’ that are over $5,000. So, apparently, Coke got off well this year.
Near the end of the report (starting on page 84), there is a “shareowner proposal regarding proxy access”. This issue is one that strikes a cord (a negative one) with the Board of Directors and they encourage me to vote AGAINST (in red ink) the proxy access proposal.
However, the proposal seems to make sense: 1) nominees should own a certain percentage of the Company for a certain time; 2) some proof of ownership, and 3) compliance with shareholders on regulations. As a supporting and troubling statement, the proposal reads: “Over the last decade, the company has been embroiled in numerous controversies alleging degradation in worker safety, the violation of human rights, misleading marketing tactics and worsening water conditions for farmers in many counties, including India and Mexico” (p. 84).
Of course the Board of Directors have answers that are meant to soothe the shareholders: they already have a “robust program” and are “actively engaged” with them. They also have important public discussions that “actively involve” the shareholders and value “varying viewpoints”, and so on—more snow.
The shareholders also oppose the awarding of “restricted stock” to former Board members and again, the Board recommends that shareholders vote AGAINST (in red) the proposal. There follows further recommendations by the Board. Not surprisingly, they recommend that I vote for all the Directors, approve executive compensation, approve the auditors, but that I vote against the proxy and restricted stock proposals.
I don’t follow their instructions—because, as a linguist, I like to analyze weasel words and snow drifts.
Finally, on page 92, I am told that I can attend—with proper identification of course—the 2015 Annual Meeting of Shareholders.
I don’t think I will go. My only question would be something along the line of “You big Board members—why aren’t you drinking more Diet Coke? Diet Pepsi is now outselling us. Fix it or I will get in touch with the Compensation Committee.”
April 1, 2015