Consolidated-Tomoka Land Co. (AMEX: CTO) directors may face some competition at the company’s next annual meeting. Wintergreen Advisors, which owns a 25% stake in the firm, made several proposals aimed at improving corporate transparency and generating shareholder value in a regulatory filing with the Securities and Exchange Commission.

Wintergreen believes that Consolidated-Tomoka is sitting on several promising properties, including its Daytona properties and others in Volusia county. The hedge fund has held discussions with the company on maximizing the value of these properties through direct development or partnerships, but no significant progress has yet been made.

On November 20, Wintergreen delivered three shareholder proposals to Consolidated-Tomoka designed to add board members and improve corporate governance. These proposals included the nomination of four independent candidates to the board, a provision requiring annual election of all directors, and a provision requiring the chairman of the board to be an independent director.

Wintergreen’s nominations to the board of directors include four highly qualified individuals who are independent from the hedge fund and who they believe possess the expertise necessary to work to restore and enhance shareholder value. Furthermore, the nominees are committed to exploring all alternatives to increase shareholder value.

Wintergreen believes that its second proposal to hold board elections annually is the strongest way for shareholders to influence the directors of any corporation. The current board’s staggered elections prevent shareholders from effecting change inside of three years as only one third of the board is up for election per year.

Finally, Wintergreen believes that its third proposal to mandate an independent chairman of the board is the best way to ensure that management is treated objectively by shareholders. In fact, the National Association of Corporate Directors includes independent board leadership as one of its key principles to strengthen corporate governance.

Wintergreen’s proposals have been seen in a positive light by many shareholders as the price edges higher with each SEC filing threatening action. The hedge fund’s large stake in the firm also ensures that its voice will be heard if it attempts a coup to take over the board as it has hinted. All in all, this is good news for shareholders who could finally see some value unlocked in Consolidated-Tomoka.

Related Companies
The St. Joe Company (JOE)
Avatar Holdings Inc. (AVTR)
Forestar Group, Inc. (FOR)