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'Stunned' by Coca-Cola compensation plan: David Winters

Activist investor David Winters told CNBC on Friday he was "absolutely stunned" when he learned about Coca-Cola's equity compensation plan for executives. He urged the beverage giant to withdraw the "extreme overreaching" plan, saying it raised questions about Coke's corporate governance.

Warren Buffett told CNBC in an earlier interview that aired Friday that he believes Coca-Cola will be responsive to shareholder concerns about its controversial plan, and he said he wouldn't be surprised if the company revised the plan before it goes into effect next year. Buffett owns a 9.1 percent stake in Coke.

Read MoreBuffett: I think Coke will listen on executive pay

Appearing on "Squawk Box," Winters said he was glad that Buffett also thought the plan was excessive, while reiterating his Wintergreen Advisers' position that it would be dilutive to current shareholders. "They are the custodians of the secret formula. This is a 100-some-odd-year-old company. Do they really need tens of billions of dollars for a couple years work? It seems wrong, especially in today's society."

Winters was in Omaha, Nebraska—among the 38,000 people expected to attend the annual shareholders meeting of Buffett's Berkshire Hathaway this weekend. Buffett has said the whole Coke equity planwhich includes issuing 340 million new shares and options over four yearswasn't even on his radar until Winters first brought it up publicly in March.

Winters said he grew up as an investor by taking Buffett's gospel of buying-and-holding stocks to heart. He said Coke's compensation plan flies in the face of the essence of Buffett's philosophy of not getting something for nothing.

Wintergreen Advisers has not sold any of its Coke shares since all this started, Winters said. According to the latest 13F filing with the Securities and Exchange Commission, Wintergreen owned about 2.5 million Coke shares at the end of last year and has been building its position in Coke in recent quarters. Wintergreen also is a large shareholder in Berkshire Hathaway.

While saying he loves Coca-Cola, Winters said the handling of this equity plan issue has raised governance questions. He questioned who knew what and when—asking whether the company had sought Buffett's advice before last week's vote and ignored the billionaire investor, who ended up sitting out.

At Coca-Cola's annual meeting last week, Buffett abstained from the shareholder vote, which garnered 83 percent support. According to an SEC filing, only about half of the outstanding shares were voted.

Winters said he wished the billionaire would have expressed his opinions publicly sooner. He said Buffett went "radio silent" for four weeks and could have changed the outcome of the vote.

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By CNBC's Matthew J. Belvedere