Consolidated-Tomoka Land Co.’s Successful Proxy Fight Defense Against Wintergreen Advisers


Sidley represented Consolidated-Tomoka Land Co. in its proxy contest against Wintergreen Advisers, LLC

Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company” or “CTO”) today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”), shareholders have re-elected all seven of the Company’s directors – John P. Albright, Laura M. Franklin, Christopher W. Haga, William L. Olivari, Howard C. Serkin, Thomas P. Warlow, III, and Casey R. Wold – to the CTO Board of Directors. As previously announced, John J. Allen has stepped down from the Board after many years of service.

The preliminary results indicate that shareholders approved all other Company proposals considered at the 2018 Annual Meeting, including the ratification of Grant Thornton LLP as CTO’s independent public accountant, the compensation of the Company’s named executive officers, and an amendment to the Company’s equity incentive plan. The shareholder vote did not result in the election of any of the three director candidates nominated by Wintergreen Advisers, LLC (“Wintergreen”) and the Wintergreen Fund (MUTF:WGRNX), and Wintergreen’s proposal requesting that the Board hire an independent financial advisor was not approved.

The Company will file final voting results with the Securities and Exchange Commission on a Form 8-K once they are certified by the independent inspector of elections.

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns a portfolio of income investments in diversified markets in the United States including approximately 2.1 million square feet of income properties, as well as nearly 8,100 acres of land in the Daytona Beach area. The company, led by John P Albright, Mark E Patten and Daniel E Smith, in 2017 recorded $91.4 Million Revenues.

The Sidley team was led by partner and leader of Sidley’s Shareholder Activism Defense team Kai H.E. Liekefett (Picture), Jessica Wood and Kathy Wang. Moreover, partners Thomas J. Kim, Frank P. Bruno and Alex J. Kaplan contributed to the successful effort.

Involved fees earner: Kai Liekefett – Sidley Austin LLP; Thomas Kim – Sidley Austin LLP; Alex Kaplan – Sidley Austin LLP; Frank Bruno – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Consolidated-Tomoka Land Co.;

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Author: Ambrogio Visconti