01—Abstract
Summary
Summary of the 8-K filed July 18, 2024. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held virtually on July 17, 2024.
Stockholders elected all thirteen nominees to the Board of Directors for one-year terms ending at the 2025 annual meeting. Each director received a majority of votes cast, though the vote counts varied widely. Richard Sands and Robert Sands each received about 127.7 million votes for and roughly 30 million against, and Jennifer M.
Daniels received 15,815,818 votes against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2025, with 164,933,074 votes for and 4,257,774 against. They approved, on an advisory basis, the compensation of the named executive officers, with 152,772,073 votes for and 4,726,105 against.
Stockholders did not approve any of the three stockholder proposals: managing supply chain water risk, greenhouse gas emissions, and circular packaging. Each proposal received substantially more votes against than for. The water risk proposal drew 55,002,171 votes for and 101,911,198 against, the greenhouse gas proposal drew 42,005,272 for and 114,965,451 against, and the circular packaging proposal drew 38,535,006 for and 118,427,268 against.
02—Key points
Key Highlights
- All thirteen director nominees were elected to one-year terms expiring at the 2025 annual meeting, with the highest opposition directed at Richard Sands (30,040,894 votes against) and Robert Sands (29,985,046 votes against).
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending February 28, 2025, with 164,933,074 votes for and 4,257,774 against.
- Named executive officer compensation was approved on an advisory basis, with 152,772,073 votes for and 4,726,105 against.
- The stockholder proposal on managing supply chain water risk was not approved, receiving 55,002,171 votes for and 101,911,198 against.
- The stockholder proposal on greenhouse gas emissions was not approved, receiving 42,005,272 votes for and 114,965,451 against.
- The stockholder proposal on circular packaging was not approved, receiving 38,535,006 votes for and 118,427,268 against.
- Broker non-votes of 11,463,235 were recorded on the director elections, say-on-pay vote, and each stockholder proposal.
03—Questions
Frequently Asked Questions
When and how was the Annual Meeting held?
The Annual Meeting of Stockholders was held virtually on July 17, 2024.
Who was elected to the Board of Directors?
Thirteen nominees were elected to serve one-year terms until the 2025 annual meeting of stockholders: Christopher J. Baldwin, Christy Clark, Jennifer M. Daniels, Nicholas I. Fink, William Giles, Ernesto M. Hernández, José Manuel Madero Garza, Daniel J. McCarthy, William A. Newlands, Richard Sands, Robert Sands, Judy A. Schmeling, and Luca Zaramella.
Which auditor did stockholders ratify?
Stockholders ratified KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2025.
Did stockholders approve executive compensation?
Yes. Stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, with 152,772,073 votes for and 4,726,105 votes against.
Were any stockholder proposals approved?
No. Stockholders did not approve the proposals regarding managing supply chain water risk, greenhouse gas emissions, or circular packaging. Each received more votes against than for.
04—Continue