Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(d) Election of Director
On January 8, 2019, the Board of Directors (the "Board") of Constellation
Brands, Inc. ("Constellation" or the "Company") took action to expand the Board
from twelve (12) to thirteen (13) members, effective as of March 1, 2019. Also
on January 8, 2019, the Board filled the additional Board seat by electing
William A. Newlands to serve as a member of the Board effective immediately upon
such expansion and until the next annual meeting of stockholders and until his
successor is elected and qualified.
Mr. Newlands, age 60, currently serves as the Company's President and Chief
Operating Officer and will assume the role of Chief Executive Officer effective
March 1, 2019. Mr. Newlands was appointed President in February 2018 and has
served as Chief Operating Officer since January 2017. He served as Executive
Vice President of the Company from January 2015 until February 2018. From
January 2016 to January 2017 he performed the role of President, Wine & Spirits
Division and from January 2015 through January 2016 he performed the role of
Chief Growth Officer. Mr. Newlands joined the Company in January 2015. Prior to
that he served from October 2011 until August 2014 as Senior Vice President and
President, North America of Beam Inc., as Senior Vice President and President,
North America of Beam Global Spirits & Wine, Inc. from December 2010 to October
2011 and as Senior Vice President and President, USA of Beam Global Spirits &
Wine, Inc. from February 2008 to December 2010. Beam Inc., a producer and seller
of branded distilled spirits products, merged with a subsidiary of Suntory
Holding Limited, a Japanese company, in 2014. Prior to October 2011, Beam Global
Spirits & Wine, Inc. was the spirits operating segment of Fortune Brands, Inc.,
which was a leading consumer products company that made and sold branded
consumer products worldwide in the distilled spirits, home and security, and
golf markets. Mr. Newlands is a member of the Boards of Directors of Canopy
Growth Corporation and Hormel Foods Corporation.
There are no arrangements or understandings between Mr. Newlands and any other
person pursuant to which he was selected as a director, and there have been no
transactions since the beginning of the Company's last fiscal year, nor are
there any currently proposed transactions, regarding Mr. Newlands that are
required to be disclosed by Item 404(a) of Regulation S-K.
(e) Compensatory Arrangements of Certain Officers
At a meeting held on January 7, 2019, the Human Resources Committee (the
"Committee") of the Board took the following actions with regard to certain
compensatory arrangements for certain of the Company's Executive Officers.
Approval of New Annual Base Salaries
The Committee set new annual base salaries for certain of the Company's
Executive Officers, which salaries will take effect on March 1, 2019. The
following table sets for the new annual base salary levels of those individuals
Name Base Salary
Robert Sands$1,020,000Richard Sands$867,000
William A. Newlands$1,200,000
Item 7.01 Regulation FD Disclosure.
On January 11, 2019, Constellation issued a news release, a copy of which
release is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference, announcing the election of William A. Newlands as a member of the
Company's Board of Directors effective on March 1, 2019.
References to Constellation's website and/or other social media sites or
platforms in the release do not incorporate by reference the information on such
websites, social media sites or platforms into this Current Report on Form 8-K,
and Constellation disclaims any such incorporation by reference. The information
in the news release attached as Exhibit 99.1 is incorporated by reference into
this Item 7.01 in satisfaction of the public disclosure requirements of
Regulation FD. This information is "furnished" and not "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject
to the liabilities of that section. Such information may be incorporated by
reference in another filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent filing
specifically references the information incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No. Description
99.1 News Release of Constellation Brands, Inc. dated January 11, 2019.
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