01—Abstract
Summary
Summary of the 8-K filed July 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. reported two items in this Form 8-K.
First, on July 15, 2025, the Human Resources Committee of the Board approved equity grants to Garth Hankinson, Executive Vice President and Chief Financial Officer, to recognize his leadership and oversight of the Company's previously announced enterprise cost-savings agenda. He received 7,531 restricted stock units and 7,531 performance share units, both under the Long-Term Stock Incentive Plan. The RSUs vest on May 1, 2028, subject to continued service.
The PSUs also vest on May 1, 2028, and their share count depends on Enterprise Cost Savings and Relative Total Stockholder Return performance. Second, the Annual Meeting of Stockholders was held virtually on July 15, 2025. Stockholders elected all 12 director nominees to one-year terms ending at the 2026 annual meeting.
They also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2026, with 160,873,738 votes for and 4,007,921 against. On an advisory basis, stockholders approved the compensation of the named executive officers, with 146,512,941 votes for and 8,074,533 against.
For investors, the filing's main points are the CFO's performance-linked equity awards tied to cost savings and relative shareholder return, and the stockholder votes. Richard Sands and Robert Sands each drew about 19.4 million votes against their election, the largest opposition among the nominees.
02—Key points
Key Highlights
- CFO Garth Hankinson received 7,531 restricted stock units vesting on May 1, 2028, subject to continued service.
- Hankinson also received 7,531 performance share units vesting on May 1, 2028, with payout tied to Enterprise Cost Savings and Relative Total Stockholder Return.
- The grants recognize his leadership of the Company's previously announced enterprise cost-savings agenda.
- Double-trigger change-in-control protection applies: full RSU vesting and target-level PSU vesting upon termination without Cause or for Good Reason within 24 months after a Change in Control.
- All 12 director nominees were elected to one-year terms ending at the 2026 annual meeting.
- Stockholders ratified KPMG LLP as independent auditor for the fiscal year ending February 28, 2026, with 160,873,738 votes for and 4,007,921 against.
- Stockholders approved the named executive officer compensation on an advisory basis, with 146,512,941 votes for and 8,074,533 against.
03—Questions
Frequently Asked Questions
Why did the CFO receive equity grants in July 2025?
The Human Resources Committee approved the grants on July 15, 2025, to recognize Garth Hankinson's critical leadership and oversight of the Company's previously announced enterprise cost-savings agenda.
When do Hankinson's RSUs and PSUs vest, and what conditions apply?
Both the RSUs and PSUs vest on May 1, 2028, provided he remains in continuous service. Unvested awards are subject to forfeiture upon certain events. The RSUs vest pro rata upon a termination without Cause or for Good Reason during the vesting period. The PSUs vest pro rata based on actual performance in the same circumstances. Both vest earlier upon death or disability.
How will the number of PSU shares be determined?
The number of shares of Class A Stock issued under the PSUs depends on the Company's Enterprise Cost Savings and Relative Total Stockholder Return performance, as defined in the Performance Share Unit Agreement.
Which directors faced the most opposition at the annual meeting?
Richard Sands received 19,462,710 votes against and Robert Sands received 19,341,321 votes against. Jennifer M. Daniels received 10,445,873 votes against. All 12 nominees were elected.
How did stockholders vote on executive pay?
On an advisory basis, stockholders approved the named executive officer compensation, with 146,512,941 votes for, 8,074,533 votes against, 202,903 abstentions, and 10,190,506 broker non-votes.
04—Continue