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. |
On January 20, 2017, the Board of Directors of Constellation
Brands, Inc. (the Company) appointed William A. Newlands,
effective January 30, 2017, to the position of Chief Operating
Officer of the Company while continuing to serve as an Executive
Vice President. Mr. Newlands, age 58, has been an Executive Vice
President of the Company since he joined in January 2015. Since
January 2016 he has 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.
Brands, Inc. (the Company) appointed William A. Newlands,
effective January 30, 2017, to the position of Chief Operating
Officer of the Company while continuing to serve as an Executive
Vice President. Mr. Newlands, age 58, has been an Executive Vice
President of the Company since he joined in January 2015. Since
January 2016 he has 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.
The Company is party to an existing executive employment
arrangement (the Employment Agreement) dated January 26, 2015
with Mr. Newlands. The Employment Agreement with Mr. Newlands is
substantially similar to the employment agreements which the
Company has entered into with other executive officers since
2010, and contains provisions concerning his term of employment,
voluntary and involuntary termination, severance payments, and
other termination benefits.
arrangement (the Employment Agreement) dated January 26, 2015
with Mr. Newlands. The Employment Agreement with Mr. Newlands is
substantially similar to the employment agreements which the
Company has entered into with other executive officers since
2010, and contains provisions concerning his term of employment,
voluntary and involuntary termination, severance payments, and
other termination benefits.
The term of Mr. Newlands Employment Agreement runs from January
26, 2015 until February 28, 2016, provided that on February 28,
2016, and on each subsequent anniversary thereof, the term shall
automatically be extended by the parties for an additional
one-year period, until the Company gives Mr. Newlands notice, not
less than 180 days prior to February 28, 2016, or an anniversary
thereof, of a decision not to extend the Employment Agreement for
an additional one-year period.
26, 2015 until February 28, 2016, provided that on February 28,
2016, and on each subsequent anniversary thereof, the term shall
automatically be extended by the parties for an additional
one-year period, until the Company gives Mr. Newlands notice, not
less than 180 days prior to February 28, 2016, or an anniversary
thereof, of a decision not to extend the Employment Agreement for
an additional one-year period.
The Employment Agreement provides for an initial annual base
salary level for Mr. Newlands in the amount of $500,000, which
may be adjusted upwards by the Human Resources Committee of the
Board of Directors of the Company (the Committee). Over the
course of the intervening period since the initial execution of
the Employment Agreement, Mr. Newlands base salary was
periodically increased when the Committee considered executive
compensation arrangements at the Company. The Committee has set
Mr. Newlands base salary at $750,000 per year, effective January
30, 2017. In the event that the Employment Agreement expires or
Mr. Newlands employment is terminated by him for a Good Reason
Termination (as defined in the Employment Agreement, which
includes, among other things, a change in reporting
responsibility after three years of employment such that Mr.
Newlands reports to someone other than the President and Chief
Executive Officer of the Company or the Chairman of the Board of
Directors of the Company) or by the Company for any reason other
than a For Cause Termination (as defined in the Employment
Agreement), the Employment Agreement provides for a cash payment
equal to two (2) times his base salary in effect on his
termination date and two (2) times the average annual bonus paid
to him over the prior three (3) most recently completed fiscal
years, as well as an amount equal to the cost of medical and
dental coverage for a period of twenty-four (24) months. Mr.
Newlands would also receive up to eighteen (18) months of
outplacement services under these circumstances.
salary level for Mr. Newlands in the amount of $500,000, which
may be adjusted upwards by the Human Resources Committee of the
Board of Directors of the Company (the Committee). Over the
course of the intervening period since the initial execution of
the Employment Agreement, Mr. Newlands base salary was
periodically increased when the Committee considered executive
compensation arrangements at the Company. The Committee has set
Mr. Newlands base salary at $750,000 per year, effective January
30, 2017. In the event that the Employment Agreement expires or
Mr. Newlands employment is terminated by him for a Good Reason
Termination (as defined in the Employment Agreement, which
includes, among other things, a change in reporting
responsibility after three years of employment such that Mr.
Newlands reports to someone other than the President and Chief
Executive Officer of the Company or the Chairman of the Board of
Directors of the Company) or by the Company for any reason other
than a For Cause Termination (as defined in the Employment
Agreement), the Employment Agreement provides for a cash payment
equal to two (2) times his base salary in effect on his
termination date and two (2) times the average annual bonus paid
to him over the prior three (3) most recently completed fiscal
years, as well as an amount equal to the cost of medical and
dental coverage for a period of twenty-four (24) months. Mr.
Newlands would also receive up to eighteen (18) months of
outplacement services under these circumstances.
In addition, the Employment Agreement contains restrictions upon
Mr. Newlands ability, during and after the period of employment,
to use confidential information or trade secrets of the Company,
to provide services that are competitive with the Company, and to
solicit or induce employees to terminate their employment
relationships with the Company.
Mr. Newlands ability, during and after the period of employment,
to use confidential information or trade secrets of the Company,
to provide services that are competitive with the Company, and to
solicit or induce employees to terminate their employment
relationships with the Company.
The preceding description of Mr. Newlands Employment Agreement is
a summary and is qualified in its entirety by the Employment
Agreement filed as Exhibit 10.57 to the Companys Annual Report on
Form 10-K for the fiscal year ended February 28, 2015, all of
which is incorporated herein by reference.
a summary and is qualified in its entirety by the Employment
Agreement filed as Exhibit 10.57 to the Companys Annual Report on
Form 10-K for the fiscal year ended February 28, 2015, all of
which 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 principal operating officer, other than his employment
relationship set forth above. Mr. Newlands does not have any
relationships requiring disclosure under Item 401(d) of
Regulation S-K or any interests requiring disclosure under Item
404(a) of Regulation S-K.
and any other person to which Mr. Newlands was selected to serve
as principal operating officer, other than his employment
relationship set forth above. Mr. Newlands does not have any
relationships requiring disclosure under Item 401(d) of
Regulation S-K or any interests requiring disclosure under Item
404(a) of Regulation S-K.
|
Item 7.01
|
Regulation FD Disclosure.
|
On January 25, 2017, Constellation issued a news release, a copy
of which release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference, announcing certain executive
appointments.
of which release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference, announcing certain executive
appointments.
References to Constellations website in the release do not
incorporate by reference the information on such website 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.
incorporate by reference the information on such website 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.
|
Item 8.01
|
Other Events.
|
On January 25, 2017, the Company announced that Christopher
Stenzel will assume the role of Executive Vice President and
President, Wine Spirits Division effective on January 30, 2017.
Consequently, Mr. Stenzel will become an executive officer of the
Company.
Stenzel will assume the role of Executive Vice President and
President, Wine Spirits Division effective on January 30, 2017.
Consequently, Mr. Stenzel will become an executive officer of the
Company.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(a)
|
Financial statements of businesses acquired.
|
Not applicable.
|
(b)
|
Pro forma financial information.
|
Not applicable.
|
(c)
|
Shell company transactions.
|
Not applicable.
|
(d)
|
Exhibits.
|
The following exhibit is furnished as part of this Current Report
on Form 8-K:
on Form 8-K:
|
Exhibit No.
|
Description
|
|
99.1
|
News release of Constellation Brands, Inc. dated
January 25, 2017. |
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 up +1.04 at 154.09 with 2,178,003 shares trading hands.