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

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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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Compensatory Arrangements of Certain Officers

At a meeting held on March27, 2018, 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 Company’s senior management personnel, including its Executive Officers.

Fiscal 2018 Incentive Awards

The Committee determined the amount to be paid in annual incentive awards under the Company’s Annual Management Incentive Plan (the “AMIP”) in accordance with its 2018 Fiscal Year Award Program for Executive Officers (the “2018Program”). The following table sets forth the cash payments to those Executive Officers identified below with respect to their annual incentive awards under the 2018Program:

Name and Position

Award

Richard Sands,

Chairman of the Board

$2,449,452

Robert Sands,

Chief Executive Officer

$2,498,017

David Klein,

Executive Vice President and

Chief Financial Officer

$818,249

William F. Hackett,

Executive Vice President and

Chairman, Beer Division

$312,070

F. Paul Hetterich,

Executive Vice President and

President, Beer Division

$732,118

Certification of Performance Results regarding Fiscal2016 – Fiscal2018 Performance Share Unit Awards

The Committee certified the achievement of Fiscal2016 – Fiscal2018 Relative Stockholder Return (as that term is defined in the award agreement) performance sufficient for recipients of Fiscal2016 – Fiscal2018 Performance Share Unit awards (which were granted on April28, 2015 and June 29, 2015) to earn two times the target award level set forth in their respective Performance Share Unit Agreement. Each recipient’s award will vest if the recipient remains in continuous employment with the Company or any of its subsidiaries until May1, 2018 (1). On that date, each Executive Officer who was the recipient of a Fiscal2016 – Fiscal2018 Performance Share Unit Award would earn the respective number of shares of the Company’s ClassA Common Stock as constitutes two times the individual’s target award level to his respective Performance Share Unit Agreement. The following table sets forth the amounts of shares of the Company’s ClassA Common Stock to be earned on May1, 2018 by those Executive Officers identified below:

Name

Shares

Expected

to be Earned

Robert Sands

18,940

David Klein

4,820

William F. Hackett

5,860

F. Paul Hetterich

5,180

(1)

The Fiscal2016 – Fiscal2018 Performance Share Unit awards can vest at an earlier date upon death or PSU Disability (as that term is defined in the award agreement) of the recipient or upon a PSU Change in Control (as that term is defined in the award agreement); provided, that, in each such case, the Fiscal2016 – Fiscal2018 Performance Share Unit awards would vest at each recipient’s respective target level.

Annual Cash Incentive Award Rules

The Committee adopted the Rules for Cash Incentive Awards (the “Rules”) under the Company’s Long-Term Stock Incentive Plan (the “LTSIP”), the form of which is filed herewith as Exhibit10.1 and incorporated herein by reference. The Rules are designed to provide a framework under the LTSIP under which the Committee may further carry out the cash incentive award provisions of the LTSIP. For fiscal 2019, the Committee established net sales, EBIT (earnings before interest and taxes), and free cash flow, as the performance goals for our executive officers.

Item 9.01

Financial Statements and Exhibits.

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.

Description

10.1

Rules for Cash Incentive Awards under the Constellation Brands, Inc. Long-Term Stock Incentive Plan

INDEX TO EXHIBITS


CONSTELLATION BRANDS, INC. Exhibit
EX-10.1 2 stzex_10-1.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Rules for Cash Incentive Awards under theConstellation 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.