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LONDON - Coca-Cola (NYSE:KO) Europacific Partners plc (CCEP) is urging shareholders to vote in favor of all resolutions recommended by its Board of Directors at the upcoming Annual General Meeting (AGM) scheduled for May 22, 2025. The company is addressing concerns raised by proxy advisory services regarding certain resolutions, particularly Resolution 24, which involves a waiver of mandatory offer provisions under Rule 9 of the Takeover Code.
The waiver is necessary for CCEP to proceed with its share buyback program announced on February 14, 2025, which aims to repurchase up to €1 billion in shares. This repurchase plan is contingent on shareholder approval of Resolutions 24, 27, and 28. CCEP has reassured that the buyback will be supported by the company’s cash flows and will not introduce excessive leverage.
While Glass Lewis (JO:LEWJ) has recommended voting "FOR" Resolution 24, ISS has advised against it, citing a policy that typically opposes Rule 9 waivers. However, CCEP notes that ISS’s policy appears outdated, especially since the Pensions and Lifetime Savings Association (PLSA) has revised its guidelines, no longer automatically advising against such waivers. The company believes ISS has not yet adjusted its policy to reflect these changes.
CCEP also addresses the potential increase in the shareholding of Olive, a major shareholder with approximately 36.1% of the issued share capital. The company states that even with the buyback, Olive’s shareholding would not exceed 50% and would remain subject to Rule 9 provisions. Olive has confirmed it has no intention of altering its approach to CCEP or seeking changes to the company’s business nature due to any increase in shareholding.
Regarding the re-election of directors, Glass Lewis supports the re-election of Manolo Arroyo and José Ignacio Comenge, while ISS recommends against it due to their non-independent status on the Remuneration Committee. CCEP argues that their positions are compliant with the committee’s terms and do not present conflicts of interest.
CCEP’s Board and management are advocating for a "FOR" vote on all resolutions, emphasizing the long-term value for shareholders. The company is open to further discussions with shareholders regarding their voting decisions.
This report is based on a press release statement from Coca-Cola Europacific Partners plc.
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