On September 24, 2019, the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”) was expanded from ten (10) to twelve (12) members. On that date, the Board of Directors filled the additional Board seats by electing Christy Clark and Jose Manuel Madero Garza to serve as members of the Board of Directors effective immediately. It is anticipated that the Board of Directors will take action at a later date to appoint Christy Clark as a member of the Human Resources Committee of the Board of Directors and Jose Manuel Madero Garza as a member of the Audit Committee of the Board of Directors.
Ms. Clark, age 53, has served as a Senior Advisor at Bennett Jones LLP, an internationally recognized Canadian law firm, since July 2018. Prior to that, she served as the Premier of the Province of British Columbia, Canada from March 2011 through July 2017. She has served as a director of Shaw Communications Inc. (NYSE: SJR), a Canadian telecommunications company, since June 2018, and of Recipe Unlimited Corporation (TSX: RECP), a Canadian full-service restaurant company, since May 2018. She is also an Advisor for ThoughtWire Corp., an organization focused on advancing the Canadian technology sector. Ms. Clark brings to the Board extensive leadership experience, as well as valuable insights into Canadian and international markets, fiscal management and government relations.
Mr. Madero, age 51, has served as an honorary advisor of the COFINECE (national council for the promotion of investment, employment and economic growth) at the Office of the Chief of Staff of the President of Mexico since March 2019. Prior to that, he served as Chief Executive Officer of Grupo Bepensa from February 2015 through February 2019. From 2005 to 2015, Mr. Madero held various roles of growing responsibility with Monsanto Company, a global agriculture company, including Vice President of International Business Development from September 2014 to January 2015, President and Regional Lead EMEA from February 2013 to August 2014, President and Regional Lead Latin America North from August 2009 to January 2013, Vice President of Commercial Operations for Latin America South from December 2007 to August 2009, and Chief Executive Officer, Australia and New Zealand, from August 2006 to December 2007. Mr. Madero has not served as a director of any other public company during the past five years. As a former chief executive officer, Mr. Madero brings to the Board his expertise in executive leadership, international business matters, operations, and strategic planning.
The Board considers both Ms. Clark and Mr. Madero to be independent directors under the Company’s categorical standards of independence and applicable New York Stock Exchange requirements. As non-management members of the Board, Ms. Clark and Mr. Madero will receive the compensation paid to non-management directors for service on the Board and its committees. However, as they are being elected outside the annual meeting timeframe, the amount of their annual cash retainer, and the number of shares subject to their annual stock option grants and restricted stock unit awards, have been prorated from their election to the scheduled date of the Company’s next annual meeting of stockholders at which directors are elected. A description of the non-management director compensation program is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Clark or Mr. Madero and any other person to which they were selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, nor are there any currently proposed transactions, regarding Ms. Clark or Mr. Madero that are required to be disclosed by Item 404(a) of Regulation S-K.
On September 25, 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 the election of Christy Clark and Jose Manuel Madero Garza as members of the Company’s Board of Directors effective on September 24, 2019.
References to Constellation’s 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.
For the exhibits that are furnished or filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
* Designates management contract or compensatory plan or arrangement.
CONSTELLATION BRANDS, INC. ExhibitEX-10.1 2 stzex_10-1.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Description of Compensation Arrangements for Non-Management DirectorsAs of July 16,…
To view the full exhibit click
here
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.
