Shareholder Vote · Company Update

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 18, 2023 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 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. The Annual Meeting of Stockholders (the “Annual Meeting”) of Constellation Brands, Inc. (the “Company”) was held virtually on July 18, 2023. The final voting results on each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows: 1. Election of Directors . The stockholders elected eleven nominees to the Company's Board of Directors to serve for a one-year term extending until the 2024 annual meeting of stockholders and their successors are duly elected and qualified. The eleven directors were elected by a majority of the votes cast by the holders of the shares entitled to vote in person or represented by proxy at the Annual Meeting as set forth below: Nominee Votes For Votes Against Abstentions Broker Non-Votes Christy Clark 149,176,934  4,907,022  119,716  13,771,290  Jennifer M. Daniels 139,932,256  14,152,561  118,855  13,771,290  Nicholas I. Fink 150,953,855  3,124,729  125,088  13,771,290  Ernesto M. Hernández 143,821,110  10,253,776  128,786  13,771,290  Susan Somersille Johnson 148,603,512  5,481,936  118,224  13,771,290  José Manuel Madero Garza 146,661,695  7,418,032  123,945  13,771,290  Daniel J. McCarthy 146,598,624  7,470,841  134,207  13,771,290  William A. Newlands 152,225,058  1,851,638  126,976  13,771,290  Richard Sands 129,074,714  24,998,888  130,070  13,771,290  Robert Sands 124,910,285  28,357,217  936,170  13,771,290  Judy A. Schmeling 146,761,777  7,310,885  131,010  13,771,290  2. Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 29, 2024. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2024, as set forth below: Votes For: 164,246,085  Votes Against: 3,610,428  Abstentions: 118,449  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 . The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as set forth below: Votes For: 136,360,930  Votes Against: 17,560,728  Abstentions: 282,014  Broker Non-Votes: 13,771,290  4. Proposal to Approve, by an Advisory Vote, the Frequency of Future Advisory Votes Regarding Executive Compensation . The stockholders voted for one year as the preferred frequency of future advisory votes on executive compensation as set forth below: One Year: 152,625,791  Two Years: 116,848  Three Years: 1,314,316  Abstentions: 146,717  Broker Non-Votes: 13,771,290  In light of the foregoing voting results and other factors, following the Annual Meeting, the Company’s Board of Directors 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 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. Stockholder Proposal Regarding Greenhouse Gas Emissions . The stockholders did not approve a stockholder proposal regarding greenhouse gas emissions as set forth below: Votes For: 47,767,994  Votes Against: 105,301,304  Abstentions: 1,134,374  Broker Non-Votes: 13,771,290  6. Stockholder Proposal Regarding Circular Packaging . The stockholders did not approve a stockholder proposal regarding circular packaging as set forth below: Votes For: 38,718,684  Votes Against: 114,270,768  Abstentions: 1,214,220  Broker Non-Votes: 13,771,290  Item 8.01 Other Events. Following the Annual Meeting, the Company’s Board of Directors made the following appointments: • José Manuel Madero Garza was appointed interim independent Board Chair; • Judy A. Schmeling was re-appointed Chair of the Audit Committee; • Jennifer M. Daniels was appointed Chair of the Corporate Governance, Nominating, and Responsibility Committee; and • Ernesto M. Hernández was appointed Chair of the Human Resources Committee. The Corporate Governance, Nominating, and Responsibility Committee and the Board of Directors have commenced a search for an independent Board Chair and have engaged an external advisor to assist them in that search. 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 19, 2023 CONSTELLATION BRANDS, INC. By: /s/ Garth Hankinson Garth Hankinson Executive Vice President and Chief Financial Officer