01—Abstract
Summary
Summary of the 8-K filed May 21, 2026. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. (NYSE: STZ) filed a Current Report on Form 8-K on May 21, 2026, to report the election of E.
Morgan Flatley to its Board of Directors. The Board was expanded from eleven to twelve members on May 20, 2026, and filled the new seat with Ms. Flatley, effective immediately. She is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald's Corporation, a role she has held since February 2023.
The Board has determined she is independent under New York Stock Exchange requirements. Her compensation as a non-management director will be prorated from her start date to the next annual meeting of stockholders. Her committee appointments will be determined at a later date.
The filing states there are no arrangements or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The company's news release announcing the appointment, furnished as Exhibit 99.1, states that the board returns to twelve members following the April 2026 retirement of former President and CEO Bill Newlands from the Board.
The release describes the appointment as a continuation of the company's board refreshment process. The filing contains no financial results or guidance.
02—Key points
Key Highlights
- Board expanded from eleven to twelve members on May 20, 2026; E. Morgan Flatley elected to fill the new seat, effective immediately.
- Ms. Flatley, age 52, is EVP, Global Chief Marketing Officer and New Business Ventures at McDonald's Corporation, serving since February 2023.
- Prior experience includes 13 years at PepsiCo, most recently as SVP and Chief Marketing Officer, Global Nutrition, and roles at McDonald's since 2017.
- Board determined Ms. Flatley is independent under NYSE requirements; her committee appointments will be set at a later date.
- Director compensation will be prorated from her start date to the next annual meeting of stockholders.
- The filing reports no related-party transactions under Item 404(a) of Regulation S-K and no arrangements tied to her selection.
- The release states the appointment follows the April 2026 retirement of former President and CEO Bill Newlands from the Board and continues the company's board refreshment process.
03—Questions
Frequently Asked Questions
Who is the new director and what is her background?
E. Morgan Flatley, age 52, is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald's Corporation, a role she has held since February 2023. She previously held marketing roles at McDonald's and spent 13 years at PepsiCo, most recently as Senior Vice President and Chief Marketing Officer, Global Nutrition. She has not served as a director of any public company in the past five years.
Is the new director independent?
Yes. The Board has affirmatively determined that Ms. Flatley is an independent director under applicable New York Stock Exchange requirements.
How will the new director be compensated?
As a non-management director, she will receive the standard compensation for non-management directors. Because her service begins outside the annual meeting timeframe, her annual cash retainers and the number of restricted stock units will be prorated from her start date to the next annual meeting of stockholders. The non-management director compensation program is incorporated by reference from an earlier Form 8-K filed October 7, 2025.
Why was the Board expanded and why was this seat filled?
The Board was expanded from eleven to twelve members on May 20, 2026, and the new seat was filled by Ms. Flatley. The company's release states that the Board returns to twelve members following the April 2026 retirement of former President and CEO Bill Newlands, and describes the election as part of a comprehensive board refreshment process.
Does the filing disclose any related-party transactions or conflicts tied to the appointment?
No. The filing states there are no arrangements or understandings between Ms. Flatley and any other person under which she was selected, and no transactions since the beginning of the last fiscal year or currently proposed transactions requiring disclosure under Item 404(a) of Regulation S-K. Her committee assignments have not yet been determined.
04—Continue