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 OfficersItem 7.01
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February12, 2018, the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”) determined that effective February12, 2018, William A. Newlands will become President of the Company, while continuing to serve as the Chief Operating Officer of the Company. Mr. Robert Sands, who was President and Chief Executive Officer of the Company, will retain the office of Chief Executive Officer.
Mr.Newlands, age 59, has been an Executive Vice President of the Company since he joined in January 2015. Since January 2017 he has performed the role of Chief Operating Officer of the Company. From January 2016 through January 2017 he performed the role of President, Wine & Spirits Division, and from January 2015 through January 2016 he performed the role of Chief Growth Officer. Mr.Newlands served from October 2011 until August 2014 as Senior Vice President and President, North America of Beam Inc., as Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from December 2010 to October 2011 and as Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from February 2008 to December 2010. Beam Inc., a producer and seller of branded distilled spirits products, merged with a subsidiary of Suntory Holding Limited, a Japanese company, in 2014. Prior to October 2011, Beam Global Spirits & Wine, Inc. was the spirits operating segment of Fortune Brands, Inc., which was a leading consumer products company that made and sold branded consumer products worldwide in the distilled spirits, home and security, and golf markets.
As of March5, 2018, Mr.Newlands’s annual base salary will be $850,000. The existing employment agreement between the Company and Mr.Newlands is not being amended in connection with this change. Mr.Newlands’s employment agreement was filed as Exhibit10.57 to the Company’s Annual Report on Form10-K for the fiscal year ended February28, 2015 and is incorporated herein by reference.
There are no understandings or arrangements between Mr.Newlands and any other person to which Mr.Newlands was selected to serve as President, other than his employment relationship set forth above. Mr.Newlands does not have any relationships requiring disclosure under Item401(d) of RegulationS-K or any interests requiring disclosure under Item404(a) of RegulationS-K.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February12, 2018, the Board of Directors of the Company approved Amendment No.2 to the Company’s Amended and Restated By-Laws (the “Amendment”). The Amendment, which was effective February12, 2018, clarifies certain officer roles.
The foregoing summary of the Amendment is qualified in its entirety by the Amendment filed herewith as Exhibit3.1 and incorporated herein by reference.
Regulation FD Disclosure.
On February14, 2018, Constellation issued a news release, a copy of which release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing a change in the Company’s senior management personnel.
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 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 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 of1934, 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 of1934 or the Securities Act of1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Financial Statements and Exhibits.
The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:
Amendment No. 2 to Amended and Restated By-Laws of Constellation Brands, Inc.
News Release of Constellation Brands, Inc. dated February14, 2018.
INDEX TO EXHIBITS
CONSTELLATION BRANDS, INC. ExhibitEX-3.1 2 stzex_3-1.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWSOF CONSTELLATION 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.