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

On April 23, 2019, the Board of Directors (the Board) of Constellation Brands, Inc. (Constellation or the Company) accepted the resignation of Robert L. Hanson as a member of its Board of Directors. Mr. Hanson\’s resignation from the Board was effective April 24, 2019. The resignation was not due to any disagreement with Constellation on any matter relating to its operations, policies, practices or procedures.

At a meeting held on April 23, 2019, the Human Resources Committee of the Board (the Committee) took the following actions with regard to certain compensatory arrangements for certain of the Companys senior management personnel, including its Executive Officers.

Stock Option Grants

The Committee granted options to purchase shares of the Companys Class 1 Common Stock under the Companys Long-Term Stock Incentive Plan (the Stock Plan) to certain of the Companys management personnel, including its Executive Officers, subject to the Stock Option Agreement with respect to the Stock Plan, the form of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The following table sets forth information regarding grants to those individuals identified below:

Restricted Stock Unit Grants

The Committee granted restricted stock units under the Stock Plan to certain of the Companys management personnel, including certain of its Executive Officers, subject to the provisions of Restricted Stock Unit Agreements, the form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. The restricted stock units entitle the grantee to receive a single share of the Companys Class A Common Stock for each restricted stock unit granted under the Stock Plan. On April 23, 2019, which was the date of the restricted stock unit grants, the closing price of the Companys Class A Common Stock on the New York Stock Exchange was $207.48 per share. The following table sets forth information regarding grants to those individuals identified below:

Performance Share Unit Grants

The Committee granted performance share units to be settled in the Companys Class A Common Stock under the Stock Plan to certain of the Companys management personnel, including certain of its Executive Officers, subject to the provisions of Performance Share Unit Agreements. The form of Performance Share Unit Agreement is filed herewith as Exhibit 10.3 and incorporated herein by reference. The number of shares of the Companys Class A Common Stock to be issued to the performance share units will depend upon the Companys Relative Total Stockholder Return (as that term is defined in the Performance Share Unit Agreement) during the period from March 1, 2019 through February 28, 2022. On April 23, 2019, which was the date of the performance share unit grants, the closing price of the Companys Class A Common Stock on the New York Stock Exchange was $207.48 per share. The following table sets forth information regarding target awards to those individuals identified below:

performance share units if he remains in continuous employment with the Company or any of its subsidiaries until May 1, 2022. The participant will only vest in his right to receive the performance share units if the Company achieves certain Relative Total Stockholder Return results as set forth in the Performance Share Unit Agreement. In the event a recipient of an award retires (as the term Retirement is defined in the Performance Share Unit Agreement) at any time on or after November 1, 2019 and prior to May 1, 2022, vested awards are payable on a pro rata basis (as set forth in the Performance Share Unit Agreement) and settled between May 1, 2022 and May 15, 2022 (consistent with the settlement date for participants with continuing employment). Target awards can vest at an earlier date upon the death or PSU Disability (as that term is defined in the Performance Share Unit Agreement) of the recipient of the award. Under the terms of the Performance Share Unit Agreement, grants shall vest at target in the event of a termination without Cause or a termination for Good Reason within the 24-month period following a Change in Control (as each term is defined in the Stock Plan or the Performance Share Unit Agreement). Dividend equivalents will accrue on the Performance Share Units ( to the terms of the Performance Share Unit Agreement) during the period beginning April 23, 2019 and ending on the date that shares of Class A Common Stock are issued in settlement of vested Performance Share Units (as that term is defined in the Performance Share Unit Agreement) and the dividend equivalents will vest and become payable (net of applicable taxes) on the same terms and at the same time of settlement as the Performance Share Unit to which they relate.

Approval of New Annual Base Salaries

The Committee set new annual base salaries for certain of the Companys Executive Officers, which salaries will take effect on May 27, 2019. The following table sets forth the new annual base salary level of the individual identified below:

Annual Cash Incentive Award Rules

The Committee adopted the Rules for Cash Incentive Awards (the Rules) under the Companys Stock Plan,>the form of which was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 27, 2018, filed March 29, 2018 and incorporated herein by reference. The Rules are designed to provide a framework under the Stock Plan under which the Committee may further carry out the cash incentive award provisions of the Stock Plan. For fiscal 2020, the Committee established net sales, EBIT (earnings before interest and taxes), and free cash flow, as the performance goals for our executive officers.

On April 26, 2019, Constellation issued a news release, a copy of which release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing that Robert L. Hanson will assume the role of Executive Vice President and President, Wine Spirits Division effective June 3, 2019.

References to Constellations website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act

of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

On April 26, 2019, the Company announced that Robert L. Hanson will assume the role of Executive Vice President and President, Wine Spirits Division effective June 3, 2019. Consequently, Mr. Hanson will become an executive officer of the Company.

The following exhibits are filed or furnished as part of this Current Report on Form 8-K as indicated on the Index of Exhibits:

INDEX TO EXHIBITS

*Designates management contract or compensatory plan or arrangement.

CONSTELLATION BRANDS, INC. Exhibit
EX-10.1 2 stzex_10-1.htm EXHIBIT 10.1 Exhibit Exhibit 10.1STOCK OPTION AGREEMENT – GLOBALTERMS AND CONDITIONS OF STOCK OPTIONSCLASS 1 COMMON STOCKName of Participant: Grant Date: Number of Options Granted: Exercise Price: Vesting Dates:1st anniversary of the Grant Date: 25% of the Shares subject to the Options (“Option Shares”)2nd anniversary of the Grant Date: 25% of Option Shares3rd anniversary of the Grant Date: 25% of Option Shares 4th anniversary of the Grant Date: remaining balance of Option SharesEarliest Retirement Date:The first November 1st that is at least six months following the Grant DateTermination Date: Constellation Brands,…
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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.