Constellation Brands Inc.

07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:15

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, at the Annual Meeting (as defined below) held on July 22, 2026, the stockholders of Constellation Brands, Inc. (the "Company") approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan (the "Plan"). The Plan, as amended and restated, has been adopted by the Company and is effective July 22, 2026. The amendment and restatement of the Plan effected the following modifications:
•Extended the term of the Plan through July 22, 2036.
•Established a reserve of 6,000,000 shares of the Company's Class A Common Stock for future grants under the Plan.
•Revised and refined the scope of the non-competition and for cause forfeiture provisions.
•Provided the ability, but not the requirement, to use fractional shares when settling equity awards.
•Supplemented existing share accounting provisions to prohibit shares that are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options from again being available for issuance under the Plan.
•Inserted a new exception for compensation to a non-executive Board chair, lead independent director, or members of a special committee from the $750,000 limit with respect to cash compensation and equity compensation granted to any non-employee director in any fiscal year.
•Removed language previously necessary for the "performance-based compensation" deduction limit exception under Section 162(m) of the Internal Revenue Code of 1986, as amended.
•Revised the change in control definition to remove exceptions for certain permitted transfers amongst Sands family stockholders, as appropriate following the completion of the reclassification, exchange, and conversion of the Company's common stock to eliminate the Class B Convertible Common Stock pursuant to the terms and conditions of the Reclassification Agreement among the Company and the applicable Sands family stockholders in November 2022.
A description and the full text of the Plan, as amended and restated, are included in the Proxy Statement. The description is a summary, does not purport to be complete, and is qualified in its entirety by reference the full text of the Plan. A copy of the Plan, as approved by the stockholders and adopted by the Company, is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Following the Annual Meeting, the Board of Directors (the "Board") of the Company appointed E. Morgan Flatley to the Human Resources Committee.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held virtually on July 22, 2026. The final voting results on each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:
1. Election of Directors.
The stockholders elected 12 nominees to the Board to serve for a one-year term extending until the 2027 annual meeting of stockholders and their successors are duly elected and qualified. The 12 directors were elected by a majority of the votes cast by the holders of the shares entitled to vote in person or represented by proxy at the Annual Meeting as set forth below:
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Christopher J. Baldwin 142,339,160 2,846,090 93,547 10,269,602
Christy Clark 144,007,266 1,150,117 121,414 10,269,602
Jennifer M. Daniels 136,337,322 8,008,448 933,027 10,269,602
Nicholas I. Fink 140,253,554 4,933,450 91,793 10,269,602
E. Morgan Flatley 144,809,610 376,215 92,972 10,269,602
William T. Giles 144,398,934 785,576 94,287 10,269,602
Ernesto M. Hernández 139,412,300 5,647,453 219,044 10,269,602
José Manuel Madero Garza 143,243,343 1,908,164 127,290 10,269,602
Daniel J. McCarthy 140,006,243 5,053,264 219,290 10,269,602
Richard Sands 128,831,253 16,347,364 100,180 10,269,602
Robert Sands 128,852,826 16,325,198 100,773 10,269,602
Luca Zaramella 143,602,182 1,579,495 97,120 10,269,602
2. Ratification of the Selection of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending February 28, 2027.
The stockholders ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2027, as set forth below:
Votes For: 149,792,033
Votes Against: 5,651,357
Abstentions: 105,009
Broker Non-Votes: -
3. Proposal to Approve, by an Advisory Vote, the Compensation of the Company's Named Executive Officers as Disclosed in the Proxy Statement.
The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth below:
Votes For: 137,687,386
Votes Against: 7,170,493
Abstentions: 420,918
Broker Non-Votes: 10,269,602
4. Proposal to Approve the Amendment and Restatement of the Company's Long-Term Stock Incentive Plan.
The stockholders approved the Amendment and Restatement of the Company's Long-Term Stock Incentive Plan as set forth below:
Votes For: 141,885,558
Votes Against: 2,943,598
Abstentions: 449,641
Broker Non-Votes: 10,269,602
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