Wintergreen Advisers, LLC Files Complaint against Consolidated-Tomoka Land Co. to Vindicate its Shareholder Right to Propose Director Nominees
Wintergreen Advisers, LLC ("Wintergreen" or "the Firm") has brought an action (the "Action") for declaratory judgment and injunctive relief against Consolidated-Tomoka Land Co. ("CTO" or "the Company", NYSE: CTO) and the current members of the Company's Board of Directors (the "Board") in the Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida, in order to vindicate its right as a shareholder of the Company to present a proposal to shareholders for the election of four individuals to the Board at the Company's upcoming annual shareholder meeting.
In November 2016, Wintergreen submitted to the Company a proposal to nominate four individuals to the Board at the upcoming annual shareholder meeting (the "Proposal"). Wintergreen proposed these director nominees to represent the interests of all shareholders of CTO. Motivated solely by a desire to stifle legitimate shareholder action that would diminish their control over the Company, and despite in the past ten years never questioning Wintergreen's right to bring nearly-identical proposals, CTO and the Board improperly rejected the Proposal, in violation of state and federal law.
Wintergreen believes that this decision to exclude the Proposal stands on hollow grounds and is yet another example of the lengths to which members of management and the Board, entrenched in their lucrative positions, are willing to go to deny shareholders the right to choose their representatives on the Board and to continue operating in an opaque and deceitful manner, at great expense to the owners of the Company, its shareholders. This result left Wintergreen with little other choice than to defend its rights as a CTO shareholder and bring this Action against CTO, continuing Wintergreen's efforts to take action to find ways to maximize value for all shareholders, improve corporate governance and otherwise ensure that the interests of all shareholders remain protected.
Wintergreen believes that its shareholder proposals over the past ten years have improved corporate governance at CTO and have included the implementation of annual elections of directors, the separation of the roles of CEO and Chairman of the Board, and annual 'say on pay' votes, which have benefitted all CTO shareholders. Wintergreen has endeavored to serve the interests of all shareholders, and this improved corporate governance has also improved CTO's stature as a company.
As evidenced by recent investor sentiment and by the vote at last year's Annual Meeting when over 69% of the votes cast directed CTO to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO, and over 60% of the votes were cast against CTO's proposal to issue additional shares of common stock which would dilute existing shareholders by more than 23% if fully exercised, shareholders have expressed their extreme dissatisfaction with the Company's prolonged value drift.
KEY FACTS ABOUT WINTERGREEN ADVISERS, LLC
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US Businesses
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Companies in Florida
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Palm Beach County Companies
- Company name
- WINTERGREEN ADVISERS, LLC
- Status
- Inactive
- Filed Number
- M09000004690
- FEI Number
- 202940772
- Date of Incorporation
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December 2, 2009
- Home State
- DE
- Company Type
- Foreign Limited Liability
CONTACTS
- Website
- http://wintergreenadvisers.com
- Phones
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(973) 263-4500
(203) 682-8268
(646) 277-1299
(415) 655-0003
WINTERGREEN ADVISERS, LLC NEAR ME
- Principal Address
- 225 N.E. MIZNER BLVD., SUITE 640,
BOCA RATON,
FL,
33432
- Mailing Address
See Also