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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(e)
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Compensatory Arrangements of Certain Officers
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At a meeting held on April 21, 2017, 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
Companys senior management personnel, including its Executive
Officers.
(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
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 Terms
and Conditions Memorandum 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:
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 Terms
and Conditions Memorandum 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:
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Name and Position
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Number of Stock Options
(1) |
Exercise Price Per
Share
(2) |
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Richard Sands,
Chairman of the Board
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84,970
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$172.09
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Robert Sands,
President and Chief
Executive Officer
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57,772
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$172.09
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David Klein,
Executive Vice President and
Chief Financial Officer
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19,159
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$172.09
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William F. Hackett,
Executive Vice President and
Chairman, Beer Division
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9,301
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$172.09
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(1) |
Each of the options granted has a 10-year term, subject to
earlier termination upon the occurrence of certain events related to termination of employment. One-fourth of the options become exercisable on each of the first, second, third, and fourth anniversaries of the date of grant, provided that the option holder remains in continuous employment with the Company or any of its subsidiaries until each such date. The options will continue to vest upon the Retirement (as that term is defined in the Terms and Conditions Memorandum) of the recipient at any time on or after November 1, 2017, and can vest at an earlier date upon the death or Disability (as that term is defined in the Terms and Conditions Memorandum) of the recipient of the grant. Under the Terms and Conditions Memorandum, options become fully exercisable 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 Terms and Conditions Memorandum or the Stock Plan). |
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(2) |
The exercise price is equal to the closing price of the
Companys Class A Common Stock (into which, subject to certain requirements, shares of the Companys Class 1 Common Stock are convertible on a one-for-one basis) on the New York Stock Exchange on April 21, 2017. |
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 21, 2017, 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
$172.09 per share. The following table sets forth information
regarding grants to those individuals identified below:
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 21, 2017, 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
$172.09 per share. The following table sets forth information
regarding grants to those individuals identified below:
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Name
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Number of Units
(1) |
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Robert Sands
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7,667
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David Klein
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2,543
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William F. Hackett
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1,235
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(1) |
Unvested restricted stock units under each of the grants are
subject to forfeiture upon the occurrence of certain events related to termination of employment. One-fourth of the awarded units vest on each of the first, second, third, and fourth anniversaries of May 1, 2017, provided that the recipient of the grant remains in continuous employment with the Company or any of its subsidiaries until each such date. The grants will continue to vest upon the Retirement (as that term is defined in the Restricted Stock Unit Agreement) of the recipient at any time on or after November 1, 2017, and can vest at an earlier date upon death or RSU Disability (as that term is defined in the Restricted Stock Unit Agreement) of the recipient of the award. Under the terms of the Restricted Stock Unit Agreement, grants become fully vested 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 Restricted Stock Unit Agreement). Dividend equivalents will accrue on the Restricted Stock Units ( to the terms of the Restricted Stock Unit Agreement) during the period beginning April 21, 2017 and ending on the date that shares of Class A Common Stock are issued in settlement of vested Restricted Stock Units (as that term is defined in the Restricted Stock 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 Restricted Stock Unit to which they relate. |
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, 2017 through February 29, 2020. On April 21, 2017,
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 $172.09 per share. The following table sets
forth information regarding target awards to those individuals
identified below:
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, 2017 through February 29, 2020. On April 21, 2017,
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 $172.09 per share. The following table sets
forth information regarding target awards to those individuals
identified below:
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Name
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Target Number
of Units
(1) |
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Robert Sands
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7,667
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David Klein
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2,543
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William F. Hackett
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1,235
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(1) |
Unvested performance share units are subject to forfeiture
upon the occurrence of certain events related to termination of employment. A participant may vest in his right to receive the applicable number of performance share units if he remains in continuous employment with the Company or any of its subsidiaries until May 1, 2020. 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, 2017 and prior to May 1, 2020, vested awards are payable on a pro rata basis (as set forth in the Performance Share Unit Agreement) and settled between May 1, 2020 and May 15, 2020 (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 21, 2017 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
29, 2017. The following table sets forth the new annual base salary
levels of those individuals identified below:
Companys Executive Officers, which salaries will take effect on May
29, 2017. The following table sets forth the new annual base salary
levels of those individuals identified below:
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Name
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New Annual
Base Salary
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Richard Sands
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$1,332,500
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Robert Sands
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$1,358,900
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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Not applicable.
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(b)
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Pro forma financial information.
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Not applicable.
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(c)
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Shell company transactions.
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Not applicable.
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(d)
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Exhibits.
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The following exhibits are filed as part of this Current Report on
Form 8-K:
Form 8-K:
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Exhibit No.
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Description
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10.1
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Form of Terms and Conditions Memorandum with respect to
grants of options to purchase Class 1 Stock to the Company’s Long-Term Stock Incentive Plan. |
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10.2
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Form of Restricted Stock Unit Agreement with respect to
the Companys Long-Term Stock Incentive Plan. |
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10.3
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Form of Performance Share Unit Agreement with respect to
the Companys Long-Term Stock Incentive Plan. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: April 25, 2017
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CONSTELLATION BRANDS, INC.
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By:
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/s/ David Klein
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David Klein
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Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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(1)
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UNDERWRITING AGREEMENT
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Not Applicable.
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(2)
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PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,
LIQUIDATION OR SUCCESSION |
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Not Applicable.
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(3)
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ARTICLES OF INCORPORATION AND BYLAWS
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Not Applicable.
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(4)
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INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES |
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Not Applicable.
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(7)
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CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING
NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
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Not Applicable.
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(10)
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MATERIAL CONTRACTS
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(10.1)
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Form of Terms and Conditions Memorandum with respect to
grants of options to purchase Class 1 Stock |
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. CONSTELLATION BRANDS, INC. (NYSE:STZ) Recent Trading Information
CONSTELLATION BRANDS, INC. (NYSE:STZ) closed its last trading session down -0.50 at 172.54 with 1,074,217 shares trading hands.