Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On September 30, 2020, the Board of Directors of Constellation Brands, Inc.
("Constellation" or the "Company") took action to expand the Board from
twelve (12) to thirteen (13) members, effective January 4, 2021. Also on
September 30, 2020, the Board of Directors took action to fill the additional
Board seat by electing Nicholas I. Fink to serve as a member of the Board of
Directors effective January 4, 2021.
Mr. Fink, age 45, has served as Chief Executive Officer of Fortune Brands Home &
Security, Inc. (NYSE: FBHS) ("Fortune Brands") since January 2020. From
March 2019 to January 2020, he served as President and Chief Operating Officer
of Fortune Brands. From July 2016 to March 2019, he served as President of
Fortune Brands' Global Plumbing Group. From June 2015 to July 2016, Mr. Fink
served as Senior Vice President of Global Growth and Development of Fortune
Brands. Prior to that, he served as President, Asia Pacific and South America of
Beam Suntory, Inc., a global spirits company. As a current chief executive
officer, Mr. Fink brings to the Board his expertise in executive leadership,
extensive beverage alcohol, international business, and legal experience, and a
proven track record of leveraging consumer insights to meet consumer needs in
fast moving, highly regulated markets. Mr. Fink is a member of the Board of
Directors of Fortune Brands.
The Board considers Mr. Fink to be an independent director under the Company's
categorical standards of independence and applicable New York Stock Exchange
requirements. As a non-management member of the Board, it is anticipated that
Mr. Fink will receive the compensation paid to non-management directors for
service on the Board and its committees. However, as his service will commence
outside the annual meeting timeframe, it is anticipated that the amount of his
annual cash retainer, and the number of shares subject to his annual stock
option grants and restricted stock unit awards, will be prorated from the date
his service commences to the scheduled date of the Company's next annual meeting
of stockholders at which directors are elected. A description of the
non-management director compensation program, filed as Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 2019, is incorporated herein by reference. Mr. Fink's committee
appointments will be determined at a subsequent date.
There are no arrangements or understandings between Mr. Fink 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. Fink that are required
to be disclosed by Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 2, 2020, 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 Nicholas I. Fink as a member of the Company's Board
of Directors effective on January 4, 2021.
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.
For the exhibits that are furnished or filed herewith, see the Index to Exhibits
immediately following.
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CONSTELLATION BRANDS, INC. 
