Warren Buffett’s Unsatisfactory Response To Coca-Cola’s Executive Compensation

In an interview with CNBC yesterday, Warren Buffett got questioned about the wisdom of Coca-Cola’s compensation that could potentially dilute shareholders to the tune of $13 billion over the coming 4-5 year stretch:

Buffett, whose company is the beverage maker’s largest shareholder, called the plan “excessive” in an interview on a news channel after it was approved at the company’s annual meeting. But he said Berkshire Hathaway abstained from voting against the pay plan because he didn’t want to express disapproval of the company’s management.

Buffett also noted during the interview how difficult it can be to sit on company boards and oppose a pay plan. His son, Howard Buffett, serves on Coke’s board and supported the pay plan. Buffett said that he has never heard anyone speak out against a compensation committee’s plan in 55 years of serving on company boards.

During the CNBC interview, Buffett was asked why he didn’t vote against the plan if he disapproved of it.

Buffett responded that it was “kind of un-American to vote no at a Coke meeting.”

Personally, I was not impressed by Buffett’s logic of both concluding that (1) the plan was excessive, and (2) a desire to show “support for management” overrode his desire to vote “no” against the compensation he found excessive. Obviously, Buffett stands to lose more from excessive dilution than anybody else; Berkshire owns 9% of Coca-Cola, and Buffett owns a third of Berkshire, so one out of every thirty-three Cokes, Sprites, Powerades, Dasanis, Minute Maids, and so on, that get sold across the world effectively belong to Buffett. If he’s comfortable with the dilution, well, no one can say he doesn’t have skin in the game.

It’s fair to wonder, however, whether Buffett’s abstention from a no vote was driven entirely by concern for Berkshire and Coca-Cola shareholders or whether other factors colored his decision. First, it could be difficult to vote no given that Buffett spent two decades on the Coca-Cola Board, and is on friendly terms with most of the people set to receive this executive compensation. Heck, his own son Howard is on the Coca-Cola Board and will be benefitting from this Coca-Cola plan. It’s fair to wonder whether the desire to not alienate allies was part of Buffett’s decision to sit the vote out.

The other thing that seems to be driving Warren Buffett’s decisionmaking is a concern about “headline risk”, or how the decision would be played in the media. He said he didn’t vote no he didn’t want it to come across as disapproval for the company’s management. One of the things that I had always admired about Buffett, especially during the banking crisis of the late 80s/early 90s and the gross overvaluation of the tech sector in the late ‘90s, is that Buffett seemed to focus on doing “the right thing” without much care for being ridiculed in the media (seriously, go access some archives from 1997-1999, everyone was writing about how Buffett had supposedly lost his touch). That ability to do his own thing without concern for the criticism to follow was one of the reasons why so many people put him on a pedestal (i.e. you don’t see this site talking about what Steven A. Cohen is doing every day), but Buffett’s refusal to vote against Coca-Cola’s compensation plan seems to demonstrate that Buffett is concerned about managing his reputation rather than creating controversy by following the values he has long championed.

Buffett’s declaration that he disagrees with something yet won’t vote accordingly is a tension that warrants an explanation if you want investors to appreciate the nuance of your logic. Kicking back and saying it’s “kind of un-American to vote no at a Coke meeting” tastes as flat as opening up a 1982 Cardinals World Champion Coca-Cola bottle and giving it a swig.


Originally posted 2014-04-25 09:35:35.

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8 thoughts on “Warren Buffett’s Unsatisfactory Response To Coca-Cola’s Executive Compensation

  1. scchan_2009 says:

    Really just by saying Berkshire would abstain is enough to send the message to the Coke board (politically speaking), and would certainly influence the vote made by other big shareholders (like Vanguard etc). There are no need for a “nay” vote (especially the vote is advisory).

  2. MJTM says:

    I am in the middle of reading Buffett’s annual BRK letters and he has said 3 or 4 times already how these types of compensations plans don’t make sense – and I am only at 1995’s letter! This was more of a political move which may or may not be the right business decision.  For example if he voted no could the stock have plummeted?

  3. scchan_2009 says:

    MJTM I think if Berkshire H voted no, it will not only damage Berkshire H’s relationship with Coke, but it will make Berkshire H an enemy of boards of many companies.
    I think we can all say Warren and Charlie themselves don’t want to be seen as combative as Carl Ichan. An abstain vote probably is strong enough to send the message to the Coke board. Do remember Berkshire H does own only 9 % of the shares of Coke. If a lot of people abstained (even without voting Nay), the board creditability is still seriously undermined.The worrying thing is that the equity plan still got backed by majority.
    As a bit of comparison, I was reading the proxy statement by Expeditors. Yes majority is not enough. If a director’s yes vote don’t exceed 50% (including abstains), the director is not elected, period. I guess the Pacific Northwest folks really are different (sorry Texas)… not just EXPD, but MSFT, SBUX (well may be not BA) are all known to unusual corporate culture (Bill Gates is crazy!).

  4. LongTermMindset says:

    Agree with you here. The comp plan is a joke, and its kind of sad that warren, of all people, couldn’t have least put up a little bit of a fight. 

    Then again, he’s at that age where i think he wants his life to be simple, and not really rock the boat.  Sad for KO shareholders.

  5. JMajoris says:

    Saw Warren on CNN explaining his abstain and it makes perfect sense to me. Being on 19 boards over the years he has never seen a “no”vote on compensation. It is just not done. 
    The abstain is a vote and speaks for itself…..

  6. DivHut says:

    All this is what I would call “short term noise” around an otherwise impressive stock and incredible dividend grower as well. Agree with Buffet or not, for long term holders of the stock this most recent vote will not matter.

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