How to Vote

VOTING AND PROXY PROCEDURES

Who can vote?

Shareholders of record as of the close of business on March 2, 2017, which is known as the record date (”Record Date”), are entitled to vote at Consolidated-Tomoka Land Co.’s (the “Company” or “CTO”) annual meeting of shareholders (the “Annual Meeting”). Even if you sell your shares after the Record Date, you will retain the right to execute a proxy in connection with the Annual Meeting.  It is important that you grant a proxy regarding shares you held on the Record Date, or vote those shares in person, even if you no longer own those shares.

How many shares are eligible to vote?

As of the close of business on March 2, 2017, there were 5,717,154 shares of common stock (”Common Stock”) outstanding and entitled to vote at the Annual Meeting.

How do I vote?

If your shares are registered directly in your name, you are considered the “shareholder of record” with respect to those shares and this proxy statement (the “Proxy Statement”) and the GREEN proxy card are being sent directly to you by Wintergreen Advisers, LLC (”Wintergreen”). As the shareholder of record, you may direct your vote by completing, signing and dating the GREEN proxy card you receive and returning it in the postage-prepaid envelope. As the shareholder of record, you also have the right to attend the Annual Meeting and vote in person. Most shareholders hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own name. If you hold your shares in street name, you are a “beneficial owner,” and the proxy materials are being forwarded to you by your broker, bank or other nominee together with a GREEN voting instruction form. Because a beneficial holder is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting. Even if you plan to attend the Annual Meeting, we recommend that you complete, sign and date the enclosed GREEN proxy card and return it promptly in the enclosed postage-prepaid envelope so that your vote will be counted if you later decide not to attend the Annual Meeting.

What does it mean if I receive more than one GREEN proxy or voting instruction card?

It probably means your shares are registered differently and are in more than one account. Please sign, date and return all GREEN proxy cards or voting instruction forms to ensure that all your shares are voted.

How will my shares be voted?

If you give a proxy on the accompanying GREEN proxy card with instructions, your shares will be voted as you direct. If you submit a signed GREEN proxy card to Wintergreen, care of its proxy solicitor, Morrow Sodali, without instructions, your shares will be voted “FOR” the election of the Wintergreen Nominees, “AGAINST” the ratification of the appointment of Grant Thornton as the Company’s independent public accounting firm for the fiscal year ended December 31, 2017; “AGAINST” the advisory “say on pay” vote; and “ONE YEAR” for the frequency of the advisory “say on pay” vote.

Submitting a signed GREEN proxy card will entitle Wintergreen to vote your shares in their discretion on matters not described in this Proxy Statement that Wintergreen does not know within a reasonable time before this solicitation, are to be presented at the Annual Meeting, and that properly come before the Annual Meeting, or any adjournment or postponement thereof.

If shareholders holding shares of CTO Common Stock in street name do not provide voting instructions, their shares may not be voted.

Unless a signed proxy specifies otherwise, it is presumed to relate to all shares held of record on the Record Date by the person who submitted it.

How will Wintergreen vote its shares of CTO’s Common Stock?

With respect to Wintergreen’s shares of CTO’s Common Stock, Wintergreen intends to vote “FOR” the election of the Wintergreen Nominees; “AGAINST” the ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; “AGAINST” the advisory “say on pay” vote; and “ONE YEAR” for the frequency of the advisory “say on pay” vote.

What do I do if I receive a proxy card from CTO?

You will also receive a proxy or voting instruction card that is being solicited by the Company’s board of directors (the “Board”).  Wintergreen urges you to discard these proxy cards or voting instruction forms sent to you by the Company. If you have previously signed a proxy card or voting instruction form sent by the Company, we urge you to sign, date and promptly mail the enclosed GREEN proxy card or voting instruction form before the Annual Meeting. By doing so, you will revoke any earlier dated proxy card or voting instruction form solicited by the Company’s Board. It is very important that you date your proxy. It is not necessary to contact the Company for your revocation to be effective. If you have questions or need assistance, please contact our proxy solicitor:


470 West Avenue
Stamford, Connecticut 06902
Shareholders Call Toll Free: (800) 662-5200
Banks and Brokers Call Collect: (203) 658-9400
E-mail: wintergreen@morrowsodali.com

If you have already sent a proxy card to the Company, you may revoke it and vote for Wintergreen by signing, dating and returning the enclosed GREEN proxy card or voting instruction form. See “Proxy Revocation Rights” below.

What is a “legal proxy,” and when would I need one?

If you do not have registered ownership of your shares and want to vote in person at the Annual Meeting, or if you are voting for someone else at the Annual Meeting, you may obtain a document called a “legal proxy” from the registered holder of the shares or such other person and bring it to the Annual Meeting. If you need assistance, please contact Morrow Sodali toll-free at (800) 622-5200.

Can I vote for the Wintergreen Nominees on the proxy card being circulated by the Company?

No. The only way to ensure a vote for Wintergreen is by voting the GREEN proxy card. The Company’s proxy card will not provide an opportunity to vote for the Wintergreen Nominees.  In addition, the GREEN proxy card will not provide an opportunity to vote for the Company’s nominees.  Please contact Morrow Sodali at (800) 662-5200 if you are interested in the ability to vote for the Wintergreen Nominees and certain of the Company’s director nominees.

If I plan to attend the Annual Meeting, should I still submit a proxy?

Whether you plan to attend the Annual Meeting or not, we urge you to submit a GREEN proxy card. Returning the enclosed proxy card will not affect your right to attend the Annual Meeting and vote.

How many votes do I have?

With respect to each matter to be considered at the Annual Meeting, you are entitled to one vote for each share of Common Stock owned on the Record Date. Based on documents publicly filed by the Company, the Company’s only outstanding voting securities are its Common Stock.

Can the meeting be adjourned or postponed?

The Company’s By-Laws provide that any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  The only way to ensure a vote on the Wintergreen Nominees is by voting the GREEN proxy card. The Company’s proxy card will not provide an opportunity to vote for the Wintergreen Nominees.  In addition, the GREEN proxy card will not provide an opportunity to vote for the Company’s nominees.  Please contact Morrow Sodali at (800) 662-5200 if you are interested in the ability to vote for the Wintergreen Nominees and certain of the Company’s director nominees.

In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner described above until a quorum shall attend.

How can I receive more information?

If you require assistance or have questions about giving your proxy or about this proxy solicitation, please call Morrow Sodali toll-free at (800) 662-5200.


PROXY REVOCATION RIGHTS

If I have already voted using the Company’s proxy card, can I revoke my proxy?

Any shareholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual meeting.  Please remember that only the latest dated proxy card will be counted. Therefore, Wintergreen urges you to sign, date and return the GREEN proxy card accompanying this Proxy Statement.

How can I revoke my proxy if I am a shareholder of record?

You can change your proxy instructions by: (a) submitting by mail a properly executed, subsequently dated GREEN proxy card that will revoke all prior proxy cards, including any WHITE proxy cards that you may have submitted to CTO; (b) instructing Wintergreen, care of Morrow Sodali, 470 West Avenue, Stamford, Connecticut 06902; (c) attending the Annual Meeting and withdrawing your proxy by voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or (d) delivering written notice of revocation either to Wintergreen, care of Morrow Sodali, 470 West Avenue, Stamford, Connecticut 06902 or to Daniel E. Smith, CTO’s Corporate Secretary at the Company’s offices shown above.

How can I revoke my proxy if I hold my shares through a brokerage, bank or other institution?

If you hold your shares in “street name,” i.e., through a brokerage, bank or other institution, you can revoke your proxy by: submitting a new proxy card or voting instruction form to your broker or nominee, either by mail or by telephone or by using the Internet in accordance with instructions from your broker or nominee; or attending the Annual Meeting and voting in person, provided you have obtained a signed legal proxy from the record holder giving you the right to vote your shares.

If you choose to revoke a proxy by giving written notice or a later-dated proxy to the Secretary of CTO or by submitting new voting instructions to your broker or nominee, Wintergreen would appreciate if you would assist us in representing the interests of shareholders on an informed basis by either sending its proxy solicitor, Morrow Sodali, a copy of your revocation, proxy or new voting instructions or by calling them at (800) 662-5200.

Please remember that only the latest dated proxy card will be counted. Therefore, Wintergreen urges you to sign, date and return the GREEN proxy card or voting instruction form accompanying this Proxy Statement.

Is there a limit to the number of times that a shareholder can revoke a proxy?

There is no limit on the number of times a shareholder may revoke a proxy prior to the Annual Meeting. If you send written revocation of your proxy to the Secretary of the Company, Wintergreen requests that you send either the original or a copy of that revocation to Morrow Sodali, 470 West Avenue, Stamford, Connecticut 06902. This will allow Wintergreen to more accurately determine if and when the requisite number of proxies has been received.

PLEASE NOTE, that in order to vote “FOR” the election of the Wintergreen Nominees; “AGAINST” the ratification of the appointment of Grant Thornton as the Company’s independent public accounting firm for the fiscal year ended December 31, 2017; “AGAINST” the advisory “say on pay” vote; and “ONE YEAR” for the frequency of the advisory “say on pay” vote, you will need to complete and return the GREEN proxy card, regardless of whether or not you send a revocation.

Download Form DEFC14A - Definitive Proxy Statement, Contested Solicitation
-March 27, 2017