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8-KThe WireRoutine

Shareholder Vote

Filed Jul 18, 2024 · 1y ago · Accession 0000016918-24-000139

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 17, 2024 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.) 50 East Broad Street , Rochester , NY 14614 (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 17, 2024. 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 thirteen nominees to the Company’s Board of Directors to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified. The thirteen 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 Christopher J. Baldwin 155,732,836  1,973,167  160,691  11,463,235  Christy Clark 156,797,345  915,258  154,091  11,463,235  Jennifer M. Daniels 141,895,536  15,815,818  155,340  11,463,235  Nicholas I. Fink 153,042,653  4,621,325  202,716  11,463,235  William Giles 156,686,007  1,013,596  167,091  11,463,235  Ernesto M. Hernández 149,755,739  7,910,538  200,417  11,463,235  José Manuel Madero Garza 156,012,267  1,692,353  162,074  11,463,235  Daniel J. McCarthy 156,002,461  1,701,768  162,465  11,463,235  William A. Newlands 157,071,792  643,741  151,161  11,463,235  Richard Sands 127,672,650  30,040,894  153,150  11,463,235  Robert Sands 127,727,868  29,985,046  153,780  11,463,235  Judy A. Schmeling 152,515,333  5,196,973  154,388  11,463,235  Luca Zaramella 156,313,552  1,391,214  161,928  11,463,235  2. Ratification of the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 28, 2025. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2025, as set forth below: Votes For: 164,933,074  Votes Against: 4,257,774  Abstentions: 139,081  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: 152,772,073  Votes Against: 4,726,105  Abstentions: 368,516  Broker Non-Votes: 11,463,235  4. Stockholder Proposal Regarding Managing Supply Chain Water Risk . The stockholders did not approve a stockholder proposal regarding managing supply chain water risk as set forth below: Votes For: 55,002,171  Votes Against: 101,911,198  Abstentions: 953,325  Broker Non-Votes: 11,463,235  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: 42,005,272  Votes Against: 114,965,451  Abstentions: 895,971  Broker Non-Votes: 11,463,235  6. Stockholder Proposal Regarding Circular Packaging . The stockholders did not approve a stockholder proposal regarding circular packaging as set forth below: Votes For: 38,535,006  Votes Against: 118,427,268  Abstentions: 904,420  Broker Non-Votes: 11,463,235  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 18, 2024 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 18, 2024
Report date
Jul 17, 2024
Document
stz-20240717.htm
Size
208 KB