8-KThe WireRed Alert
Executive Change · Reg FD Disclosure
Filed Dec 15, 2023 · 2y ago · Accession 0001104659-23-126462
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): December 15, 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 , BC555 , Golden , Colorado 80401-0030
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.
(a) On December 15, 2023, Louis
Vachon provided his notice of retirement as a Class A Director of Molson Coors Beverage Company (the “ Company ”)
and member of the Finance Committee of the Company’s Board of Directors (the “ Board ”) effective December 15,
2023. Mr. Vachon’s retirement is for personal reasons and not as a result of any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices.
(d) Further, on December 15, 2023,
the Class A-M Subcommittee of the Governance Committee of the Board appointed Jill Timm to the Board effective December 16,
2023 to serve a term initially expiring at the Company’s 2024 Annual General Meeting of Stockholders. Ms. Timm is expected
to be appointed to specific committees of the Board at a later date. The Board has determined that Ms. Timm is an independent director
under the New York Stock Exchange listing standards and the Company’s Restated Certificate of Incorporation, as amended to date.
There are no arrangements or understandings
between Ms. Timm and any other person pursuant to which Ms. Timm was selected to serve as a member of the Board. The Company
is not aware of any transaction involving Ms. Timm requiring disclosure under Item 404(a) of Regulation S-K.
As compensation for her service on the Board, Ms. Timm will receive
the Company’s standard compensation for non-employee directors, including a pro-rated annual equity award and pro-rated annual cash
retainer.
Item 7.01. Regulation FD Disclosure.
On December 15, 2023, the Company issued a press release announcing
the retirement of Mr. Vachon and the appointment of Ms. Timm to the Board, a copy of which is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1
News Release of Molson Coors Beverage Company, dated December 15, 2023.
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:
December 15, 2023
By:
/s/ Natalie G. Maciolek
Natalie G. Maciolek
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
- Dec 15, 2023
- Report date
- Dec 15, 2023
- Document
- tm2332856d1_8k.htm
- Size
- 341 KB