stz-20200721
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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) July 21, 2020

CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware001-0849516-0716709
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

207 High Point Drive, Building 100, Victor, NY 14564
(Address of principal executive offices)              (Zip Code)

Registrant’s telephone number, including area code   (585) 678-7100

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 (see General Instruction A.2. below):

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
Symbol(s)
Name of Each Exchange on Which Registered
Class A Common StockSTZNew York Stock Exchange
Class B Common StockSTZ.BNew 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 5.07
Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders (the “Annual Meeting”) of Constellation Brands, Inc. was held on July 21, 2020.

(b) At the Annual Meeting, the stockholders of the Company elected Christy Clark, Jennifer M. Daniels, 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, and Judy 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 of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021; 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 dated May 29, 2020 and filed with the Securities and Exchange Commission on June 5, 2020 (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 A Stock and the holders of the Company’s Class B Common Stock (the “Class B Stock”), voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B 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 Class B Stock. The twelve directors described above were elected by a plurality of the votes cast, as set forth below:

NomineeVotes ForVotes WithheldBroker Non-Votes
Directors Elected by the Holders of Class A Stock (voting as a separate class)
Jerry Fowden78,962,004  58,800,692  17,022,381  
Ernesto M. Hernandez136,090,099  1,672,597  17,022,381  
Susan Somersille Johnson136,053,001  1,709,695  17,022,381  
Directors Elected by the Holders of Class A Stock and Class B Stock (voting together as a single class)
Christy Clark365,523,268  1,165,538  20,310,461  
Jennifer M. Daniels362,135,822  4,552,984  20,310,461  
James A. Locke III291,552,069  75,136,737  20,310,461  
Jose Manuel Madero Garza365,675,525  1,013,281  20,310,461  
Daniel J. McCarthy362,006,172  4,682,634  20,310,461  
William A. Newlands363,412,042  3,276,764  20,310,461  
Richard Sands357,768,428  8,920,378  20,310,461  
Robert Sands356,292,452  10,396,354  20,310,461  
Judy A. Schmeling306,075,960  60,612,846  20,310,461  

2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021.

At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2021, as set forth below:








Votes For:384,599,381  
Votes Against:2,195,907  
Abstentions:203,979  
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 Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B 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:357,554,316  
Votes Against:8,770,326  
Abstentions:364,164  
Broker Non-Votes:20,310,461  



SIGNATURES

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.

Date: July 24, 2020
CONSTELLATION BRANDS, INC.
By:/s/ Garth Hankinson
Garth Hankinson
Executive Vice President and
Chief Financial Officer

v3.20.2
Cover Page Cover Page
Jul. 21, 2020
Entity Central Index Key 0000016918
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Document Type 8-K
Document Period End Date Jul. 21, 2020
Entity Registrant Name CONSTELLATION BRANDS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-08495
Entity Tax Identification Number 16-0716709
Entity Address, Address Line One 207 High Point Drive
Entity Address, Address Line Two Building 100
Entity Address, City or Town Victor
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14564
City Area Code 585
Local Phone Number 678-7100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Class A [Member]  
Title of 12(b) Security Class A Common Stock
Trading Symbol STZ
Security Exchange Name NYSE
Common Class B [Member]  
Title of 12(b) Security Class B Common Stock
Trading Symbol STZ.B
Security Exchange Name NYSE