Wintergreen Advisers – Your Home for Global Value®

Established in 2005, Wintergreen is an independent global money manager based in Mountain Lakes, New Jersey. Wintergreen employs a research-driven value style in managing global securities. The firm was co-founded by David J. Winters (bio), who has 30 years of experience in investment advisory services, including management of registered investment companies. David Winters is the firm’s Chief Executive Officer. Wintergreen Adviser’s co-founder is Liz Cohernour (bio), who has over 30 years’ experience in investment advisory business and is the firm’s Chief Operating Officer. All client assets are managed on a discretionary basis. Wintergreen Fund, Inc. is the primary client of the Adviser.

David Winters quoted in the Barron's article "Are Value Stocks Ready to Grow Again?" by Reshma Kapadia.

April 28, 2018

David Winters discusses the challenges of being a value investor in the Barron's article "Are Value Stocks Ready to Grow Again?" by Reshma Kapadia. Winters says. "You have to have investors out there who still believe in buying at a discount. I don't know when, but at some point value investing will come back."

Click on the image above to view the article.

posted May 2, 2018

All investment advisers with the authority to vote client proxies have an obligation to vote those proxies in the best interests of their clients. Similarly, individual stakeholders in a company have a responsibility to themselves to read company proxies and to vote appropriately. The obligation to vote in accord with client interests generally applies to pension, endowment and institutional clients, in addition to both actively and passively managed funds. Truly active investment advisers such as Wintergreen also have the ability to select the securities that will be in our portfolios. Therefore, we are not limited to the index constituents and can avoid investing in securities that have what we view as excessive look through expenses.

While existing 2011-2013 research by University of Maryland academics is outdated, at the time of this writing, it is still viewed as the most currently available research for all funds. This research states that during the time period measured, active funds were 19% more likely to vote against pay proposals than index funds. More precisely, this research found that from 2011-2013, active funds voted against pay proposals 11.1% of the time, and at that time, index funds voted against pay proposals only 9.3% of the time (note 1).

Wintergreen's research on "say on pay" proxy voting centers on more current data from S&P 500 index funds voting records from 2015 and 2016. Wintergreen focused on index funds because:

  1. they are held out to investors as extremely low cost;
  2. index funds represent a continually increasing ownership of the S&P 500;
  3. all straight forward S&P 500 index funds own the same securities in the same proportion of their portfolios so there is a comparison of apple to apples, and
  4. the registered index funds file with the Securities and Exchange commission on an annual basis precisely how they voted on each proxy proposal for each security held in the portfolio every year.

S&P 500 index funds voted in favor of pay proposal 95% of the time in 2015 and 97% of the time in 2016 (note 2). Again, we reiterate that the responsibility for proxy voting is shared by all owners of the securities and their advisers with authority to vote. However, without the vote of index funds in favor of the vast majority of pay proposals, some of the pay packages would have failed. We estimate that the financial impact of these voting practices in 2015 cost investors $823 billion and in 2016 $908 billion (note 2). Should executives who do a good job be paid well for their service to shareholders? Absolutely! Should these executives receive as much as they do? That is a different question which deserves careful consideration. Wintergreen's research included a review of each company in the S&P 500's annual report, proxy, and executive equity bonus plan for 2015 and 2016.

When viewed in light of the full cost these pay proposals impose upon investors, everyone shares responsibility. Investors have a right to know how their managers are voting to compensate executives in their portfolio companies and just how much those votes are impacting shareholder returns.

1 Wall Street Journal, April 20, 2018 "Do Index Funds Cost 100 Times As Much As You Think?"
2 Wintergreen's analysis of data compiled by Proxy Insight

- Download this statement as a PDF -

The Hidden Costs of Passive Investing :
Index Funds and ETFs: Increasing Risk in a Changing Market

To view this report, please click on the image to the left, or click here.
Presented at the CFA Society NY, Value Investing Group, 'Peak Passive' event on 1/16/2018

Wintergreen True Value Investing:
A Long-Term Approach to Build Wealth in Today's and Tomorrow's Changing Stock Market

We invite you to review this report and to educate your clients and fellow investors about the advantage we give our investors. To view this report, please click on the image to the left, or click here.
Posted 9/17/2017

David Winters appeared on Consuelo Mack WealthTrack

May 5, 2017

Global value investor David Winters discusses why he believes index funds are more expensive, less diversified and higher risk than commonly believed.

(c) 2017 WEALTHTRACK. All rights reserved. For more information about WealthTrack, please visit their website:

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Pensions & Investments: The S&P 500's hidden $828 billion annual expenses

The following article by Wintergreen's Liz Cohernour was published by Pensions & Investments on March 16, 2017:

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David Winters appeared on CNBC

March 16, 2017

David Winters discusses the effects of rising interest rates on the markets, and what he believes are the benefits of investing in undervalued securities that have pricing power, with CNBC's Akiko Fujita. He also discusses his investments in Heineken, British American Tobacco, and Elbit.

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Wintergreen Advisers Cites Complete Victory in Settlement with Consolidated-Tomoka Land

March 8, 2017

MOUNTAIN LAKES, NJ - On March 6, 2017, Wintergreen Advisers, LLC ("Wintergreen") and Consolidated-Tomoka Land Co. ("CTO", NYSE: CTO) and its directors (collectively, the "Defendants") entered into a settlement agreement whereby CTO shareholders will be permitted to vote on Wintergreen's nominees to CTO's Board of Directors at CTO's 2017 Annual Meeting. This is exactly the relief Wintergreen requested in its complaint against the Defendants and Wintergreen views the settlement as a complete victory, both for itself and for all CTO shareholders.

Wintergreen serves as investment adviser to clients who have collectively owned more than 10% of CTO's shares since 2006 and who currently own more than 27.1% of CTO's shares. In November of 2016, Wintergreen notified CTO of its nomination of four individuals to serve on CTO's Board and to be voted on by shareholders. Rather than engage Wintergreen on the merits, CTO sought to reject Wintergreen's right to nominate directors, effectively taking away the ability of CTO shareholders to choose their own directors. Although Wintergreen attempted in good faith to negotiate with CTO, ultimately Wintergreen was forced to defend its shareholder rights in court.

Wintergreen's Chief Operating Officer Liz Cohernour issued the following statement on behalf of Wintergreen:

"We are extremely pleased to have vindicated our rights as shareholders of CTO and are looking forward to presenting our vision for the future of CTO directly to shareholders and providing them with a real choice at the 2017 Annual Meeting. We believe that our nominees have the expertise and experience to unlock significant unrealized shareholder value in the Company while also implementing sound corporate governance and compensation policies that will benefit shareholders, not senior management. It is a shame the current board has sought to limit the right of CTO's shareholders to choose their board representatives, arguably a shareholder's most important right, in order to stay in power. This is not an isolated incident and represents yet another example of existing management putting their own interests before those of shareholders. In addition to making our case forcefully to fellow CTO shareholders, we look forward to holding CTO and its directors accountable."


About Wintergreen Advisers

Established in 2005 by Liz Cohernour and David J. Winters, Wintergreen is an independent global money manager that employs a research-driven value style in managing global securities. As of December 31, 2016, Wintergreen Advisers had approximately $540 million under management on behalf of individuals and institutions through its mutual fund and other clients, and is based in Mountain Lakes, New Jersey.

For further information on Wintergreen Advisers, please call 973-263-4500 or visit For information, forms and documents regarding our U.S. mutual fund, please visit


Wintergreen Advisers

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Wintergreen Advisers, LLC Files Complaint against Consolidated-Tomoka Land Co. to Vindicate its Shareholder Right to Propose Director Nominees

February 21, 2017

Wintergreen Advisers, LLC ("Wintergreen" or "the Firm") has brought an action (the "Action") for declaratory judgment and injunctive relief against Consolidated-Tomoka Land Co. ("CTO" or "the Company", NYSE: CTO) and the current members of the Company's Board of Directors (the "Board") in the Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida, in order to vindicate its right as a shareholder of the Company to present a proposal to shareholders for the election of four individuals to the Board at the Company's upcoming annual shareholder meeting.

In November 2016, Wintergreen submitted to the Company a proposal to nominate four individuals to the Board at the upcoming annual shareholder meeting (the "Proposal"). Wintergreen proposed these director nominees to represent the interests of all shareholders of CTO. Motivated solely by a desire to stifle legitimate shareholder action that would diminish their control over the Company, and despite in the past ten years never questioning Wintergreen's right to bring nearly-identical proposals, CTO and the Board improperly rejected the Proposal, in violation of state and federal law.

Wintergreen believes that this decision to exclude the Proposal stands on hollow grounds and is yet another example of the lengths to which members of management and the Board, entrenched in their lucrative positions, are willing to go to deny shareholders the right to choose their representatives on the Board and to continue operating in an opaque and deceitful manner, at great expense to the owners of the Company, its shareholders. This result left Wintergreen with little other choice than to defend its rights as a CTO shareholder and bring this Action against CTO, continuing Wintergreen's efforts to take action to find ways to maximize value for all shareholders, improve corporate governance and otherwise ensure that the interests of all shareholders remain protected.

Wintergreen believes that its shareholder proposals over the past ten years have improved corporate governance at CTO and have included the implementation of annual elections of directors, the separation of the roles of CEO and Chairman of the Board, and annual 'say on pay' votes, which have benefitted all CTO shareholders. Wintergreen has endeavored to serve the interests of all shareholders, and this improved corporate governance has also improved CTO's stature as a company.

As evidenced by recent investor sentiment and by the vote at last year's Annual Meeting when over 69% of the votes cast directed CTO to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO, and over 60% of the votes were cast against CTO's proposal to issue additional shares of common stock which would dilute existing shareholders by more than 23% if fully exercised, shareholders have expressed their extreme dissatisfaction with the Company's prolonged value drift.

In the Action, Wintergreen alleges claims for declaratory judgment and injunctive relief: (i) against CTO and the current members of the Board (collectively, the "Defendants") for breach of contract; (ii) against the members of the Board for breach of fiduciary duty; (iii) against all Defendants for declaratory judgment pursuant to Florida Statutes § 86; and (iv) against CTO for violating Federal proxy requirements under Section 14(a) of the Securities Exchange Act and Rule 14a-8, 17 C.F.R. § 24014a-8, promulgated thereunder. Due to the impending dates of CTO's annual meeting and the date set as the record date for shareholders entitled to notice of, and to vote at, the annual meeting, Wintergreen moved for a temporary injunction prohibiting Defendants from filing CTO's proxy statement and holding the annual meeting; or, in the alternative, prohibiting Defendants from including a proposal for the election of directors in CTO's proxy statement and from bringing the election of directors before a vote at the annual meeting, until this litigation is resolved. Wintergreen also moved for a speedy hearing and to shorten the time for Defendants to respond to discovery requests.

Wintergreen believes CTO is wrong on the law and the facts. The Action, motion for temporary injunction, and motion for speedy hearing will be publicly available at by looking up the case number, 2017 30267 CICI.

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Wintergreen Responds to Consolidated-Tomoka's Desperate Attempt to Block Shareholder Action

Suggests New Directors Needed to Arrest Prolonged Value Drift

January 31, 2017

MOUNTAIN LAKES, NJ - Wintergreen Advisers, LLC serves as investment adviser to clients who have collectively owned more than 10% of Consolidated-Tomoka Land Co. 's ("CTO", NYSE: CTO) shares since 2006, and who currently own more than 27.1% of CTO's shares. Attempting to block our legitimate right to propose nominees to CTO's Board of Directors is yet another example of CTO's Board and management putting their own interests before those of shareholders, and seeking to distract shareholders from their own mismanagement.

As evidenced by recent investor sentiment and by the vote at last year's Annual Meeting of over 69% of the votes cast directing CTO to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO, shareholders are extremely unhappy with the company's prolonged value drift. We believe CTO shareholders would welcome directors with shared values to arrest this drift and we think CTO's current directors and management believe this as well, which is why they are trying desperately to keep Wintergreen's nominees off the ballot.

If our goal was to exit this investment at any cost, we would take CTO up on its repeated offers to buy back all or a large portion of our shares (which according to them we apparently do not own). However, we believe in the value of CTO and its underlying properties, and wish to maximize this value to the benefit of all shareholders. If CTO's Board and management acted with similar goals and in accordance with their fiduciary obligations, we would not be having this discussion.

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