01—Abstract
Summary
Summary of the 8-K filed October 2, 2025. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. (NYSE: STZ) disclosed in an October 2, 2025 Form 8-K that James O.
Bourdeau, Executive Vice President and Chief Legal Officer, will retire as Chief Legal Officer effective February 28, 2026. Jeffrey H. LaBarge, who joined the Company in August 2016, has been named to succeed him as Executive Vice President and Chief Legal Officer effective March 1, 2026.
Bourdeau will then serve as Executive Vice President and Strategic Advisor through March 1, 2027, under a New Employment Agreement with an annual base salary of $560,000a and a cash incentive target of 80% of base salary. The agreement provides specified severance-type benefits if he is terminated without cause or resigns for Good Reason before the Employment End Date, but no severance upon expiration. The Board also amended and restated the By-Laws effective September 30, 2025, to align with recent Delaware General Corporation Law amendments, require the chair of stockholder meetings to be a director or officer, and reserve the white proxy card for exclusive use of the Board.
Separately, the Board declared a quarterly cash dividend of $1.02b per share on Class A Common Stock and $0.92 per share on Class 1 Convertible Common Stock, payable November 13, 2025, to holders of record as of October 30, 2025. For investors, the filing describes an orderly, planned leadership transition in the legal function, with the outgoing officer staying on in an advisory capacity for a year. The filing does not describe any financial results or operational impacts of these changes.
02—Key points
Key Highlights
- James O. Bourdeau, EVP and Chief Legal Officer, will retire effective February 28, 2026, after more than 10 years with the Company.
- Jeffrey H. LaBarge, previously Senior Vice President, Senior Legal Counsel, will succeed Bourdeau as EVP and Chief Legal Officer effective March 1, 2026.
- Bourdeau will serve as EVP and Strategic Advisor from March 1, 2026 through March 1, 2027 under a New Employment Agreement with a $560,000 annual base salary and an 80% cash incentive target.
- The New Employment Agreement provides continued salary through the Employment End Date, an AMIP incentive based on actual performance, and 24 monthly medical and dental premium payments if he is terminated without cause or resigns for Good Reason.
- The Board amended and restated the By-Laws effective September 30, 2025, aligning them with recent Delaware General Corporation Law amendments and reserving the white proxy card for the Board's exclusive use.
- The Board declared a quarterly cash dividend of $1.02 per Class A share and $0.92 per Class 1 Convertible share, payable November 13, 2025, to holders of record on October 30, 2025.
03—Questions
Frequently Asked Questions
Who is replacing the Chief Legal Officer and when does the change take effect?
Jeffrey H. LaBarge has been named to succeed James O. Bourdeau as Executive Vice President and Chief Legal Officer, effective March 1, 2026. LaBarge joined the Company in August 2016 as Vice President, Deputy General Counsel, and most recently served as Senior Vice President, Senior Legal Counsel, from February 2025. Before joining the Company, he was a partner at Nixon Peabody LLP from 2006 to 2016.
What role will Mr. Bourdeau have after stepping down as Chief Legal Officer?
Beginning March 1, 2026, Bourdeau will serve as Executive Vice President and Strategic Advisor through March 1, 2027. The press release states he will advise the executive management team on company strategy, including the long-range plan, and help ensure a seamless transition of his legal responsibilities to LaBarge.
What compensation and severance terms apply to Mr. Bourdeau's New Employment Agreement?
The agreement sets an annual base salary of $560,000 and an annual cash incentive target of 80% of base salary. If he is terminated without cause or resigns for Good Reason before the Employment End Date, he receives continued base salary through that date, eligibility for an AMIP cash incentive based on actual performance calculated on his full base salary, and 24 monthly payments equal to the monthly cost of medical and dental coverage. He is not eligible for severance upon expiration of the agreement.
What changes were made to the Company's By-Laws?
The Board amended and restated the By-Laws effective September 30, 2025. The changes align the By-Laws with Delaware law, including recent amendments to the DGCL, require that the chair of stockholder meetings be a director or officer of the Company, and reserve the white proxy card for exclusive use by the Board. The filing also makes other conforming, clarifying, and technical changes.
What dividend did the Board declare?
On September 30, 2025, the Board declared a quarterly cash dividend of $1.02 per share on Class A Common Stock and $0.92 per share on Class 1 Convertible Common Stock. The dividend is payable November 13, 2025, to stockholders of record at the close of business on October 30, 2025.
04—Continue