Wintergreen Advisers, LLC Files Complaint against Consolidated-Tomoka Land Co. to Vindicate its Shareholder Right to Propose Director Nominees

MOUNTAIN LAKES, N.J.--()--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.

In the Action, Wintergreen alleges claims for declaratory judgment and injunctive relief: (i) against CTO and the current members of the Board (collectively, the “Defendants”) for breach of contract; (ii) against the members of the Board for breach of fiduciary duty; (iii) against all Defendants for declaratory judgment pursuant to Florida Statutes § 86; and (iv) against CTO for violating Federal proxy requirements under Section 14(a) of the Securities Exchange Act and Rule 14a-8, 17 C.F.R. § 24014a-8, promulgated thereunder. Due to the impending dates of CTO’s annual meeting and the date set as the record date for shareholders entitled to notice of, and to vote at, the annual meeting, Wintergreen moved for a temporary injunction prohibiting Defendants from filing CTO’s proxy statement and holding the annual meeting; or, in the alternative, prohibiting Defendants from including a proposal for the election of directors in CTO’s proxy statement and from bringing the election of directors before a vote at the annual meeting, until this litigation is resolved. Wintergreen also moved for a speedy hearing and to shorten the time for Defendants to respond to discovery requests.

Wintergreen believes CTO is wrong on the law and the facts. The Action, motion for temporary injunction, and motion for speedy hearing will be publicly available at https://app02.clerk.org/ccms/ by looking up the case number, 2017 30267 CICI.

About Wintergreen Advisers

Established in 2005 by Liz Cohernour and David J. Winters, Wintergreen is an independent global money manager that employs a research-driven value style in managing global securities. As of December 31, 2016, Wintergreen Advisers had approximately $540 million under management on behalf of individuals and institutions through its mutual fund and other clients, and is based in Mountain Lakes, New Jersey.

For further information on Wintergreen Advisers, please call 973-263-4500 or visit www.wintergreenadvisers.com. For information, forms and documents regarding our U.S. mutual fund, please visit www.wintergreenfund.com.

Contacts

Makovsky
John McInerney, 212-508-9628
jmcinerney@makovsky.com
or
Wintergreen Advisers
973-263-4500
press@wintergreen.com

Contacts

Makovsky
John McInerney, 212-508-9628
jmcinerney@makovsky.com
or
Wintergreen Advisers
973-263-4500
press@wintergreen.com