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Consolidated Tomoka Land Co (CTO): Wintergreen Advisers To Vote Against All Directors and Other Proposals

In an open letter attached to a recent filing with the US Securities and Exchange Commission, David WintersWintergreen Advisers expressed its plans to vote against the re-election of all seven board directors of Consolidated-Tomoka Land Co. (NYSEMKT:CTO). The investor added that it also opposes their proposals, which include the ratification of the appointment of Grant Thornton as auditor and the advisory vote to approve executive compensation. On the other hand, the fund would support the hiring of an independent advisor that would be able to find solutions to maximize the company’s shareholder value. Wintergreen also plans to vote against the issuance of new shares of Consolidated-Tomoka Land Co. (NYSEMKT:CTO), saying that this move would dilute the stock.

“To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765,” the letter added.

The filing said that Wintergreen owns 1.54 million shares of Consolidated-Tomoka Land Co. (NYSEMKT:CTO), which represent 26.1% of the company’s outstanding stock.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Wintergreen Advisers 0 1,543,075 0 1,543,075 1,543,075 26.1%
Wintergreen Fund, Inc 0 1,232,334 0 1,232,334 1,232,334 20.9%
David Winters
David Winters
Wintergreen Advisers

Page 1 of 13 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 3)*
Consolidated-Tomoka Land Co.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
210226106
(CUSIP Number)
David J. Winters
c/o Wintergreen Advisers, LLC
333 Route 46 West, Suite 204
Mountain Lakes, New Jersey 07046
(973) 263 – 2600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 7, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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