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 ,Jeremy S. G. 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, 2023 ; and 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 27, 2022 and filed with theSecurities and Exchange Commission onJune 2, 2022 (the "Proxy Statement"). 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 B Common Stock (the "ClassB Stock "), voting as a separate class, elected the Company's slate of director nominees designated to be elected by the holders of 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) Jennifer M. Daniels 124,648,833 7,614,381 13,181,016 Jeremy S. G. Fowden 64,468,778 67,794,436 13,181,016 Jose Manuel Madero Garza 124,638,378 7,624,836 13,181,016 Daniel J. McCarthy 124,215,092 8,048,122 13,181,016 Directors Elected by the Holders of ClassB Stock (voting as a separate class) Christy Clark 228,482,440 12,810 2,627,360 Nicholas I. Fink 228,495,240 10 2,627,360 Ernesto M. Hernández 228,476,600 18,650 2,627,360 Susan Somersille Johnson 228,482,430 12,820 2,627,360 James A. Locke III 228,402,810 92,440 2,627,360 William A. Newlands 228,476,240 19,010 2,627,360 Richard Sands 228,488,400 6,850 2,627,360 Robert Sands 228,488,110 7,140 2,627,360 Judy A. Schmeling 228,403,280 91,970 2,627,360
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, 2023 , as set forth below:
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Votes For: 373,275,526
Votes Against: 3,224,277
Abstentions: 67,037
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 Company's named executive officers as disclosed in the Proxy Statement, as set forth below: Votes For: 341,716,761 Votes Against: 18,840,412 Abstentions: 201,291 Broker Non-Votes: 15,808,376
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