8-KThe WireRed Alert
Executive Change
Filed Feb 28, 2023 · 3y ago · Accession 0001104659-23-026432
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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): February 22, 2023
MOLSON COORS BEVERAGE COMPANY
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-14829
Delaware
84-0178360
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
P.O. Box 4030 , NH353 , Golden , Colorado 80401
111
Boulevard Robert-Bourassa , 9th
Floor , Montréal , Québec , Canada H3C
2M1
(Address
of principal executive offices, including zip code)
( 303 ) 279-6565 / ( 514 ) 521-1786
(Registrant’s
telephone number, including area code)
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:
¨ 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 symbols
Name of each exchange on which registered
Class A Common Stock, par value $0.01
TAP.A
New York Stock Exchange
Class B Common Stock, par value $0.01
TAP
New York Stock Exchange
1.25% Senior Notes due 2024
TAP
New York Stock Exchange
Indicate
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2023, Molson Coors Beverage
Company (the “Company”) announced that effective April 30, 2023, Peter Marino, the Company’s President, Emerging
Growth will depart from the Company. In connection with his departure, the Company expects it will enter into a severance agreement
with Mr. Marino.
Further, effective March 1, 2023, Michelle St.
Jacques, the Company’s Chief Marketing Officer, will be appointed as the Company’s Chief Commercial Officer. Ms. St. Jacques
currently serves as Chief Marketing Officer and served in that role since November 2019. She previously served as Chief Marketing Officer
of MillerCoors from February 2019 until November 2019. From 2015 to January 2019, Ms. St. Jacques served as Senior Vice President and
Head of Global Brand & Marketing Capabilities for Kraft Heinz Company, in addition to a number of other roles with the company. Prior
to the 2015 merger of Kraft and Heinz, she served as Vice President of Heinz Brand for H. J. Heinz Company from 2014 to 2015.
In connection with such appointment, the Company
provided to Ms. St. Jacques a written offer letter (the “Offer Letter”), which was accepted by Ms. St. Jacques, and provides
for the following compensation terms for Ms. St. Jacques. Ms. St. Jacques will receive an initial gross annual salary of $710,000 per
year and is eligible to participate in the Molson Coors Incentive Plan (MCIP) subject to plan rules, with a target annual bonus equal
to 90% of her eligible earnings. Ms. St. Jacques will also be eligible to participate in the Molson Coors Long-Term Incentive Plan (LTIP),
with an annual target grant date value of $1,500,000. She will also be eligible for the Company’s standard employee benefits as
in effect from time to time on the same basis as generally made available to other senior management of the Company.
There are no family relationships between Ms.
St. Jacques and any director or executive officer of the Company, and there are no relationships or related transactions between Ms. St.
Jacques and the Company that would be required to be reported under Item 404 of Regulation S-K. The appointment of Ms. St. Jacques was
not pursuant to any arrangement or understanding between her and any person, other than a director or executive officer of the Company
acting in his or her official capacity.
The foregoing description of the Offer Letter
is only a summary and is qualified in its entirety by reference to the Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1
Offer Letter, dated February 23, 2023, by and between Molson Coors Beverage Company and Michelle St. Jacques.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
Signature
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.
MOLSON COORS BEVERAGE COMPANY
Date:
February 28, 2023
By:
/s/ Anne-Marie W. D’Angelo
Anne-Marie W. D’Angelo
Chief Legal & Government Affairs Officer and Secretary
3
Filing details
- Company
- MOLSON COORS BEVERAGE CO
- Ticker
- TAP-A
- CIK
- 24545
- Form type
- 8-K
- Filing date
- Feb 28, 2023
- Report date
- Feb 22, 2023
- Document
- tm237970d1_8k.htm
- Size
- 384 KB