CONSTELLATION BRANDS, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders (the "Annual Meeting") of
(b) At the Annual Meeting, the stockholders of the Company electedChristy Clark ,Jennifer M. Daniels ,Nicholas I. Fink ,Jerry Fowden ,Ernesto M. Hernandez ,Susan Somersille Johnson , James A. Locke III,Jose Manuel Madero Garza ,Daniel J. McCarthy ,William A. Newlands ,Richard Sands ,Robert Sands , andJudy A. Schmeling as directors of the Company to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The other matters considered at the Annual Meeting were a proposal to ratify the selection ofKPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingFebruary 28, 2022 ; a proposal to approve, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement datedMay 26, 2021 and filed with theSecurities and Exchange Commission onJune 3, 2021 (the "Proxy Statement"); and a shareholder proposal regarding board and top management diversity. The final results of voting on each of the matters submitted to a vote of stockholders are as follows:
1. Election of Directors.
At the Annual Meeting, the holders of the Class A Common Stock (the "Class A Stock"), voting as a separate class, elected the Company's slate of director nominees designated to be elected by the holders of the Class A Stock, and the holders of the Class A Stock and the holders of the Company's ClassB Common Stock (the "ClassB Stock "), voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, elected the Company's slate of director nominees designated to be elected by the holders of the Class A Stock and the ClassB Stock . The thirteen directors described above were elected by a plurality of the votes cast as set forth below: Nominee Votes For Votes Withheld Broker Non-Votes Directors Elected by the Holders of Class A Stock (voting as a separate class) Christy Clark 134,753,225 2,005,301 15,664,757 Jerry Fowden 76,413,208 60,345,318 15,664,757 Ernesto M. Hernandez 134,365,311 2,393,215 15,664,757 Susan Somersille Johnson 133,594,554 3,163,972 15,664,757 Directors Elected by the Holders of Class A Stock and ClassB Stock (voting together as a single class) Jennifer M. Daniels 362,985,428 2,546,848 18,184,677 Nicholas I. Fink 364,152,451 1,379,825 18,184,677 James A. Locke III 283,159,224 82,373,052 18,184,677 Jose Manuel Madero Garza 362,972,992 2,559,284 18,184,677 Daniel J. McCarthy 362,962,829 2,569,447 18,184,677 William A. Newlands 359,656,463 5,875,813 18,184,677 Richard Sands 356,130,106 9,402,170 18,184,677 Robert Sands 353,618,646 11,913,630 18,184,677 Judy A. Schmeling 306,671,701 58,860,575 18,184,677
2. Ratification of the selection of
At the Annual Meeting, the holders of Class A Stock and the holders of ClassB Stock , voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, ratified the selection ofKPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingFebruary 28, 2022 , as set forth below:
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Votes For: 382,108,503
Votes Against: 1,544,045
Abstentions: 64,405
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.
At the Annual Meeting, the holders of Class A Stock and the holders of ClassB Stock , voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, as set forth below: Votes For: 347,275,042 Votes Against: 17,990,426 Abstentions: 266,808 Broker Non-Votes: 18,184,677
4. Shareholder proposal regarding board and top management diversity.
At the Annual Meeting, the holders of Class A Stock and the holders of ClassB Stock , voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of ClassB Stock having ten (10) votes per share, did not approve the shareholder proposal regarding Board and top management diversity, as set forth below: Votes For: 44,176,595 Votes Against: 316,456,528 Abstentions: 4,899,153 Broker Non-Votes: 18,184,677
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