01—Abstract
Summary
Summary of the 8-K filed February 20, 2024. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. (NYSE: STZ) reported in this Form 8-K, filed February 20, 2024, that its Board of Directors elected Christopher J.
Baldwin as a director and appointed him non-executive Chair of the Board, both effective March 1, 2024. The Board determined Mr. Baldwin is independent under NYSE requirements. Mr. Baldwin is a Managing Partner of CVC Advisors (U.S.) Inc. since October 2020 and previously served as Chief Executive Officer and chairman of BJ's Wholesale Club Holdings Inc. He will remain on the BJ's board until its 2024 annual meeting, and has informed BJ's he will not stand for re-election there.
His committee appointments will be determined later. Separately, Susan Somersille Johnson resigned from the Board, effective February 17, 2024, following a change in her principal employment responsibilities. The resignation was not due to any disagreement with the Company.
The Board reduced its size to 12 members upon her resignation, then expanded it to 13 members effective March 1, 2024 to allow Mr. Baldwin's election. The company also furnished a news release dated February 20, 2024 (Exhibit 99.1) announcing these changes.
The release describes the moves as a continuation of the Board refreshment and governance enhancement process launched after the company's transition from a dual to a single class share structure in November 2022. Interim board chair José Manuel Madero was quoted in the release.
02—Key points
Key Highlights
- Christopher J. Baldwin elected to the Board and appointed non-executive Chair, effective March 1, 2024
- Mr. Baldwin determined to be independent under NYSE requirements
- Mr. Baldwin's prior roles include CEO and chairman of BJ's Wholesale Club Holdings Inc., and he is Managing Partner of CVC Advisors (U.S.) Inc. since October 2020
- Mr. Baldwin will not stand for re-election to the BJ's board at its 2024 annual meeting
- Susan Somersille Johnson resigned from the Board effective February 17, 2024; resignation not due to any disagreement with the Company
- Board reduced to 12 members on February 17, 2024, then expanded to 13 members effective March 1, 2024
- Mr. Baldwin's director compensation will be prorated from his service start date, and his committee appointments will be determined later
03—Questions
Frequently Asked Questions
Who is the new Chair of Constellation Brands' Board?
Christopher J. Baldwin, age 61, was elected to the Board and appointed non-executive Chair, each effective March 1, 2024. He has served as a Managing Partner of CVC Advisors (U.S.) Inc. since October 2020.
What is Mr. Baldwin's background?
He served at BJ's Wholesale Club Holdings Inc. from September 2015 to June 2023, including as Chief Executive Officer from February 2016 to February 2020 and as chairman at various times. Earlier roles include CEO of Hess Retail Corporation from 2010 to March 2015 and executive positions at Kraft Foods Group, The Hershey Company, Nabisco, and The Procter & Gamble Company. He also chaired the National Retail Federation board from 2018 to 2020.
Why did Susan Somersille Johnson leave the Board?
She notified the Company that her principal employment responsibilities had changed from those held when she was last elected in July 2023, as required by the Corporate Governance Guidelines, and submitted a voluntary resignation. The filing states the resignation was not due to any disagreement with the Company on its operations, policies, practices, or procedures.
How will Mr. Baldwin be compensated?
He will receive the compensation paid to non-management directors, including for his service as non-executive Chair. Because his service begins outside the annual meeting timeframe, his annual cash retainers and equity grants will be prorated from his start date to the next annual meeting. The non-management director compensation program is incorporated by reference from a July 18, 2023 filing.
Are there any related-party transactions or conflicts involving Mr. Baldwin?
The filing states there are no arrangements or understandings under which he was selected as a director, and no transactions requiring disclosure under Item 404(a) of Regulation S-K since the beginning of the last fiscal year or currently proposed.
04—Continue