CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) |
Compensatory Arrangements of Certain Officers |
At a meeting held on April2,2019, the Human Resources Committee (the“Committee”) of the Board of Directors (the“Board”) of Constellation Brands,Inc. (the“Company”) took the following actions with regard to certain compensatory arrangements for certain of the Company’s senior management personnel, including its Executive Officers.
Fiscal2019 Incentive Awards
The Committee determined the amount to be paid in annual incentive awards under the Company’s AnnualManagementIncentiveProgram in accordance with the RulesforCashIncentiveAwards (the“Rules”) under the Company’sLong-TermStockIncentivePlan (collectively, the“LTSIP”) (the “2019Program”). The following table sets forth the cash payments to those Executive Officers identified below with respect to their annual incentive awards under the 2019Program:
Name and Position |
Award |
William A. Newlands, President and Chief Executive Officer |
$779,139 |
Robert Sands, Executive Chairman of the Board |
$1,918,094 |
Richard Sands, Executive Vice Chairman of the Board |
$1,880,823 |
David Klein, Executive Vice President and Chief Financial Officer |
$676,257 |
Certification of Performance Results regarding Fiscal2017 – Fiscal2019 Performance Share Unit Awards
The Committee certified the achievement of Fiscal2017 – Fiscal2019 Relative Stockholder Return (as that term is defined in the award agreement) performance sufficient for recipients of Fiscal2017 – Fiscal2019 Performance Share Unit awards (which were granted on April25, 2016) to earn 37% of the target award level set forth in their respective PerformanceShareUnitAgreements. Each recipient’s award will vest if the recipient remains in continuous employment with the Company or any of its subsidiaries until May1, 2019(1). On that date, each Executive Officer who was the recipient of a Fiscal2017 – Fiscal2019 Performance Share Unit Award would earn the respective number of shares of the Company’s ClassA Common Stock as constitutes 37% of the individual’s target award level to his respective PerformanceShareUnitAgreement. The following table sets forth the amounts of shares of the Company’s ClassA Common Stock to be earned on May1, 2019 by those Executive Officers identified below:
Name |
Shares Expected to be Earned |
WilliamA. Newlands |
|
RobertSands |
2,683 |
DavidKlein |
(1) |
The Fiscal2017 – Fiscal2019 Performance Share Unit awards can vest at an earlier date upon death or PSUDisability (as that term is defined in the award agreement) of the recipient or upon a PSUChangeinControl (as that term is defined in the award agreement); provided, that, in each such case, the Fiscal2017 – Fiscal2019 Performance Share Unit awards would vest at each recipient’s respective target level. |
About CONSTELLATION BRANDS, INC. (NYSE:STZ)
Constellation Brands, Inc. is an international beverage alcohol company. The Company is a producer and marketer of beer, wine and spirits with operations in the United States, Canada, Mexico, New Zealand and Italy. Its segments include Beer, Wine and Spirits, and Corporate Operations and Other. It is a multi-category supplier (beer, wine and spirits) of beverage alcohol in the United States. It sells a number of brands in the import and craft beer categories, including Corona Extra, Corona Light, Modelo Especial, Ballast Point and others. It is a producer and marketer of wine, and sells a number of wine brands across various categories, including table wine, sparkling wine and dessert wine, and across all price points, such as popular, premium and luxury categories. Some of its wine and spirits brands sold in the United States, which comprise its U.S. Focus Brands (Focus Brands) include Meiomi, Robert Mondavi, Wild Horse and others.