01—Abstract
Summary
Summary of the 8-K filed July 24, 2026. Cited figures are marked; the original filing is the authoritative source.
On July 22, 2026, Constellation Brands, Inc. held its virtual Annual Meeting of Stockholders, where shareholders elected all 12 board nominees to one-year terms and approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan.
The amended plan extends its term through July 22, 2036, establishes a reserve of 6,000,000 shares of Class A Common Stock for future grants, and makes several other changes, including a new exception to the $750,000a annual non-employee director compensation limit for a non-executive Board chair, lead independent director, or special committee members, and removal of language previously needed for the Section 162(m) performance-based compensation exception. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2027, and approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. Following the meeting, the Board appointed E.
Morgan Flatley to the Human Resources Committee. The filing reports vote tallies for each proposal.
Director Richard Sands and Robert Sands received the most votes against among nominees, at approximately 16.3 million each, while the plan amendment received 141,885,558 votes for and 2,943,598 against. The full plan text is filed as Appendix 2 to the June 8, 2026 definitive proxy statement, and a form of director restricted stock unit agreement is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Annual Meeting held virtually on July 22, 2026; all 12 director nominees elected to serve until the 2027 annual meeting.
- Stockholders approved the amended and restated Long-Term Stock Incentive Plan, effective July 22, 2026, extending its term through July 22, 2036.
- The plan reserves 6,000,000 shares of Class A Common Stock for future grants and prohibits reacquired shares from being reissued under the plan.
- Plan amendments include a new exception to the $750,000 annual non-employee director compensation limit for a non-executive Board chair, lead independent director, or special committee members.
- KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending February 28, 2027, with 149,792,033 votes for.
- Advisory say-on-pay proposal approved, with 137,687,386 votes for and 7,170,493 against.
- E. Morgan Flatley was appointed to the Human Resources Committee following the Annual Meeting.
03—Questions
Frequently Asked Questions
What did stockholders approve at the July 22, 2026 Annual Meeting?
Stockholders elected 12 directors, ratified KPMG LLP as auditor for the fiscal year ending February 28, 2027, approved named executive officer compensation on an advisory basis, and approved the amendment and restatement of the Long-Term Stock Incentive Plan.
What are the main changes to the Long-Term Stock Incentive Plan?
The amended plan extends its term to July 22, 2036, reserves 6,000,000 Class A shares for future grants, revises the non-competition and for-cause forfeiture provisions, permits fractional share settlement, bars reacquired or cash-purchased option shares from being reissued, adds a director compensation limit exception for certain board roles, removes Section 162(m) performance-based compensation language, and revises the change in control definition to remove Sands family permitted-transfer exceptions.
Were any director elections contested or closely voted?
Richard Sands and Robert Sands each received about 16.3 million votes against, the highest opposition among nominees, while Jennifer M. Daniels received 8,008,448 votes against. All nominees received more votes for than against.
Where can investors find the full text of the amended plan?
The full plan is included as Appendix 2 to the Company's Definitive Proxy Statement on Schedule 14A filed June 8, 2026, and is incorporated by reference as Exhibit 10.2. Exhibit 10.1 is a form of restricted stock unit agreement for directors for awards granted on or after July 22, 2026.
04—Continue