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8-KThe WireRoutine

Shareholder Vote

Filed Jul 22, 2022 · 3y ago · Accession 0000016918-22-000169

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 207 High Point Drive , Building 100 , Victor , NY 14564 (Address of principal executive offices)              (Zip Code) Registrant’s telephone number, including area code     ( 585 ) 678-7100 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A Common Stock STZ New York Stock Exchange Class B Common Stock STZ.B New York Stock Exchange I ndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting of Stockholders (the “Annual Meeting”) of Constellation Brands, Inc. (the “Company”) was held on July 19, 2022. (b) At the Annual Meeting, the stockholders of the Company elected Christy Clark, Jennifer M. Daniels, Nicholas I. Fink, Jeremy S. G. Fowden, Ernesto M. Hernandez, Susan Somersille Johnson, James A. Locke III, Jose Manuel Madero Garza, Daniel J. McCarthy, William A. Newlands, Richard Sands, Robert Sands, and Judy A. Schmeling 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 KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023; and 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 May 27, 2022 and filed with the Securities and Exchange Commission on June 2, 2022 (the “Proxy Statement”). 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 Class A Common Stock (the “Class A Stock”), voting as a separate class, elected the Company’s slate of director nominees designated to be elected by the holders of the Class A Stock, and the holders of the Class B Common Stock (the “Class B Stock”), voting as a separate class, elected the Company’s slate of director nominees designated to be elected by the holders of the Class B Stock. The thirteen directors described above were elected by a plurality of the votes cast as set forth below: Nominee Votes For Votes Withheld Broker Non-Votes Directors Elected by the Holders of Class A Stock (voting as a separate class) Jennifer M. Daniels 124,648,833  7,614,381  13,181,016  Jeremy S. G. Fowden 64,468,778  67,794,436  13,181,016  Jose Manuel Madero Garza 124,638,378  7,624,836  13,181,016  Daniel J. McCarthy 124,215,092  8,048,122  13,181,016  Directors Elected by the Holders of Class B Stock (voting as a separate class) Christy Clark 228,482,440  12,810  2,627,360  Nicholas I. Fink 228,495,240  10  2,627,360  Ernesto M. Hernández 228,476,600  18,650  2,627,360  Susan Somersille Johnson 228,482,430  12,820  2,627,360  James A. Locke III 228,402,810  92,440  2,627,360  William A. Newlands 228,476,240  19,010  2,627,360  Richard Sands 228,488,400  6,850  2,627,360  Robert Sands 228,488,110  7,140  2,627,360  Judy A. Schmeling 228,403,280  91,970  2,627,360  2. Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 28, 2023. At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class, with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023, as set forth below: Votes For: 373,275,526  Votes Against: 3,224,277  Abstentions: 67,037  Broker Non-Votes: —  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 Class A Stock and the holders of Class B Stock, voting together as a single class, with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement, as set forth below: Votes For: 341,716,761  Votes Against: 18,840,412  Abstentions: 201,291  Broker Non-Votes: 15,808,376  SIGNATURES Pursuant 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. Date: July 22, 2022 CONSTELLATION BRANDS, INC. By: /s/ Garth Hankinson Garth Hankinson Executive Vice President and Chief Financial Officer
Filing details
Ticker
STZ
CIK
16918
Form type
8-K
Filing date
Jul 22, 2022
Report date
Jul 19, 2022
Document
stz-20220719.htm
Size
241 KB