On July18, 2017, the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”) was expanded from ten (10) to eleven (11) members, and on that date the Board of Directors filled the additional Board seat by electing Susan Somersille Johnson to serve as a member of the Board of Directors effective as of the close of business on July18, 2017, and until the next annual meeting of stockholders and until her successor is elected and qualified.

Ms. Johnson, age 51 has, since August2014, served as Corporate Executive Vice President and Chief Marketing Officer of SunTrust Banks, Inc., a financial services provider. Prior to that, she served as the Vice President of Global Marketing at NCR Corp. from April2012 to August2014. She also served as Global Head of Operator Marketing at Nokia and held leadership roles in a number of technology organizations, including Nuance Communications, Fujitsu, and Apple.

The Board considers Ms.Johnson to be an independent director under the Company’s categorical standards of independence and applicable New York Stock Exchange requirements. As a non-management member of the Board, Ms.Johnson will receive the compensation paid to non-management directors for service on the Board and its committees. Specifically, effective July18, 2017, the cash component of non-management director compensation currently consists of (i)an annual retainer of $92,500, payable in quarterly installments of $23,125; (ii)an annual fee of $15,000 (payable in quarterly installments) to the Chair of the Human Resources Committee and to the Chair of the Corporate Governance Committee; and (iii)an annual fee of $20,000 (payable in quarterly installments) to the Chair of the Audit Committee.

Equity awards are another element of non-management director compensation. Each non-management director currently receives annually, if and as approved by the Board, a stock option grant and a restricted stock or restricted stock unit award. Under Constellation’s current compensation program for non-management directors, (i)the annual stock option grant shall be equal to the number of option shares for the Company’s Class1 Common Stock (“Class1 Stock”) having a grant date fair value, computed in accordance with FASB ASC Topic718, of $55,000 and (ii)the annual restricted stock or restricted stock unit award is not to exceed the number of restricted shares or restricted stock units obtained by dividing $95,000 by the closing price of a share of the Company's ClassA Common Stock (“ClassA Stock”) on the date of grant. While the Board has the flexibility to determine at the time of each grant the vesting provisions for that grant, historically the stock option awards vest six (6) months following the date of grant and the restricted stock or restricted stock unit awards vest one (1) year following the date of grant. United States resident directors receive restricted stock and non-United States resident directors receive restricted stock units.

As Ms.Johnson was elected within the overall Annual Meeting timeframe, the amount of her annual retainer, annual option grant and restricted stock award is consistent with the amounts to be paid to the other non-management directors who are residents of the United States for service on the Board and its committees. The form of Memorandum regarding the Terms and Conditions of Stock Options for Directors, the form of Restricted Stock Award Agreement for Directors and the form of Restricted Stock Unit Agreement for Directors are filed herewith respectively, as Exhibits10.1, 10.2 and 10.3 to this Current Report on Form8-K and are incorporated herein by reference.

On July18, 2017, Ms.Johnson (i)became entitled to an annual retainer in the aggregate amount of $92,500; (ii)was granted an option to purchase 1,041 shares of Class1 Stock at an exercise price of $197.18 per share and with an exercise period of January18, 2018 through July18, 2027; and (iii)received an award of 481 restricted shares of ClassA Stock. Subject to applicable provisions in the award document, the restricted stock will vest on July18, 2018. On July18, 2017, which was the date of the option grant and the restricted stock award, the closing price of the ClassA Stock was $197.18 per share.

There are no arrangements or understandings between Ms.Johnson and any other person to which she was 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.Johnson that are required to be disclosed by Item404(a) of RegulationS-K.

Adoption of the Constellation Brands Long-Term Stock Incentive Plan as amended and restated July18, 2017.

As discussed in Item 5.07 below, at a meeting held on July18, 2017, the stockholders of 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 July18, 2017. The amendment and restatement of the Plan effected the following modifications:

A description of the Plan, as amended and restated, and the actual text of the Plan, are included in the Proxy Statement. A copy of the Plan, as approved by the stockholders and adopted by the Company, is filed as Exhibit10.4 hereto and incorporated herein by reference.

(a)The Annual Meeting of Stockholders (the “Annual Meeting”) of Constellation Brands, Inc. was held on July18, 2017.

(b)At the Annual Meeting, the stockholders of the Company elected Jerry Fowden, BarryA. Fromberg, RobertL. Hanson, ErnestoM. Hernández, JamesA. Locke III, DanielJ. McCarthy, Richard Sands, Robert Sands, JudyA. Schmeling, and KeithE. Wandell as directors of the Company to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The other matters considered at the Annual Meeting were a proposal to ratify the selection of KPMGLLP as the Company’s independent registered public accounting firm for the fiscal year ending February28, 2018; a proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement dated May25, 2017 and filed with the Securities and Exchange Commission on June2, 2017 (the “Proxy Statement”); an advisory vote on the frequency of future advisory votes regarding executive compensation; and a proposal to approve the amendment and restatement of the Company’s Long-Term Stock Incentive Plan. The final results of voting on each of the matters submitted to a vote of stockholders are as follows:

1.Election of Directors.

At the Annual Meeting, the holders of the ClassA Stock, voting as a separate class, elected the Company’s slate of director nominees designated to be elected by the holders of the ClassA Stock, and the holders of the ClassA Stock and the holders of the Company’s ClassB Common Stock (the “ClassB Stock”), voting together as a single class with holders of ClassA Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, elected the Company’s slate of director nominees designated to be elected by the holders of the ClassA Stock and the ClassB Stock. The ten directors described above were elected by a plurality of the votes cast, as set forth below:

2.Ratification of the selection of KPMGLLP as the Company’s independent registered public accounting firm for the fiscal year ending February28, 2018.

At the Annual Meeting, the holders of ClassA Stock and the holders of ClassB Stock, voting together as a single class with holders of ClassA Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, ratified the selection of KPMGLLP as the Company’s independent registered public accounting firm for the fiscal year ending February28, 2018, as set forth below:

3.Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

At the Annual Meeting, the holders of ClassA Stock and the holders of ClassB Stock, voting together as a single class with holders of ClassA Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, as set forth below:

4.Advisory vote on the frequency of future stockholder advisory votes regarding executive compensation.

At the Annual Meeting, the holders of ClassA Stock and the holders of ClassB Stock, voting together as a single class with holders of ClassA Stock having (1) vote per share and holders of ClassB Stock having (10) votes per share, voted in favor of conducting a stockholder advisory vote every ONE YEAR to approve the compensation of the Company’s named executive officers, as set forth below:

In light of the foregoing voting results and other factors, the Company’s Board of Directors at its July18, 2017 meeting determined that the Company will hold an annual advisory vote on the compensation of its named executive officers. Unless the Board of Directors subsequently determines otherwise, the Company will continue to hold annual advisory votes until the next stockholder advisory vote on the frequency of advisory votes on the compensation of its named executive officers. The regulations of the United States Securities and Exchange Commission provide that the Company must hold a vote on the frequency of advisory votes on the compensation of its named executive officers at least once every six years.

5.Proposal to approve the amendment and restatement of the Company’s Long-Term Stock Incentive Plan.

At the Annual Meeting, the holders of ClassA Stock and ClassB Stock, voting together as a single class with holders of ClassA Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, approved the amendment and restatement of the Company’s Long-Term Incentive Plan as set forth below:

On July20, 2017, Constellation issued a news release, a copy of which release is furnished herewith as Exhibit99.1 and is incorporated herein by reference, announcing the election of Susan Somersille Johnson as a member of the Company’s Board of Directors effective as of the close of business on July18, 2017.

References to Constellation’s website in the release do not incorporate by reference the information on such website into this Current Report on Form8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit99.1 is incorporated by reference into this Item 5.07 in satisfaction of the public disclosure requirements of RegulationFD. This information is “furnished” and not “filed” for purposes of Section18 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.

The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:

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.

INDEX TO EXHIBITS

Exhibit No.	Description
(10)	MATERIAL CONTRACTS
(10.1)	Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock to the Company’s Long-Term Stock Incentive Plan (grants on or after July18, 2017) (filed herewith).*
(10.2)	Form of Restricted Stock Award Agreement for Directors with respect to awards of restricted stock to the Company’s Long-Term Stock Incentive Plan (awards on or after July18, 2017) (filed herewith). *
(10.3)	Form of Restricted Stock Unit Agreement for Directors with respect to awards of restricted stock units CONSTELLATION BRANDS, INC. Exhibit EX-10.1 2 stz_ex10-1.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CONSTELLATION BRANDS,… 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. Related EDITOR PICKS Weekly Roundup on the Cannabis Sector & Psychedelic Sector April 14, 2024 Weekly Roundup on the Cannabis Sector & Psychedelic Sector April 9, 2024 Weekly Roundup on the Cannabis Sector & Psychedelic Sector March 17, 2024 POPULAR POSTS Weekly Biotech Report covering – Opko Health Inc (NYSE:OPK) Intercept... April 11, 2016 Facebook Inc – (NASDAQ:FB) Might Be Moving Away From Its... April 8, 2016 Biotechnology Movers: Here’s Why Citius Pharmaceuticals Inc (NASDAQ:CTXR) Is Running Right... November 8, 2017 POPULAR CATEGORY SEC Filings97015 Analyst Ratings21747 Insider Trading7769 Earnings4727 LSE4165 dividend announcements2433 Tech News1583 Stocks1511 Stock Market News1478 SEC Filings Stocks Stock Market News Tech News Biotech Stocks Featured Small Caps gold Other News Oil Become a Contributor! Advertise On Market Exclusive Contact Us © Market Exclusive 2019