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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Constellation Brands Inc | NYSE:STZ.B | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 310.00 | 0 | 01:00:00 |
Delaware
|
001-08495
|
16-0716709
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e)
|
Compensatory Arrangements of Certain Officers
|
Name and Position
|
Number of Stock Options
(1)
|
Exercise Price Per
Share
(2)
|
Richard Sands,
Chairman of the Board
|
79,141
|
$156.84
|
Robert Sands,
President and Chief
Executive Officer
|
54,168
|
$156.84
|
David Klein,
Executive Vice President and
Chief Financial Officer
|
16,882
|
$156.84
|
William F. Hackett,
Executive Vice President and
Chairman, Beer Division
|
16,775
|
$156.84
|
John A. Wright,
Executive Vice President and
President, Canadian Business
|
17,659
|
$156.84
|
(1)
|
Each of the options granted has a 10-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment. One-fourth of the options become exercisable on each of the following anniversary dates: April 25, 2017, April 25, 2018, April 25, 2019 and April 25, 2020 provided that the option holder remains in continuous employment with the Company or any of its subsidiaries until that date. The options can vest at an earlier date upon the Retirement (as that term is defined in the Terms and Conditions Memorandum) at any time on or after November 1, 2016, death, or Disability (as that term is defined in the Terms and Conditions Memorandum) of the recipient of the grant. Under the terms of the Stock Plan, options become fully exercisable immediately in the event of a Change in Control (as that term is defined in the Stock Plan).
|
(2)
|
The exercise price is equal to the closing price of the Company’s Class A Common Stock (into which, subject to certain requirements, shares of the Company’s Class 1 Common Stock are convertible on a one-for-one basis) on the New York Stock Exchange on April 25, 2016.
|
Name
|
Number of Units
(1)
|
Robert Sands
|
7,243
|
David Klein
|
2,258
|
William F. Hackett
|
2,243
|
John A. Wright
|
2,361
|
(1)
|
Unvested restricted stock units under each of the grants are subject to forfeiture upon the occurrence of certain events related to termination of employment. One-fourth of the awarded units vest on each of the following dates: May 1, 2017, May 1, 2018, May 1, 2019 and May 1, 2020 provided that the recipient of the grant remains in continuous employment with the Company or any of its subsidiaries until that date. The grants can vest at an earlier date upon the Retirement (as that term is defined in the Restricted Stock Unit Agreement) at any time on or after November 1, 2016, death, or RSU Disability (as that term is defined in the Restricted Stock Unit Agreement) of the recipient of the award. Under the terms of the Stock Plan, grants become fully vested in the event of a RSU Change in Control (as that term is defined in the Restricted Stock Unit Agreement). Dividend equivalents will accrue on the Restricted Stock Units (pursuant to the terms of the Restricted Stock Unit Agreement) during the period beginning April 25, 2016 and ending on the date that shares of Class A Common Stock are issued in settlement of vested Restricted Stock Units (as that term is defined in the Restricted Stock Unit Agreement) and the dividend equivalents will vest and become payable (net of applicable taxes) on the same terms and at the same time of settlement as the Restricted Stock Unit to which they relate.
|
Name
|
Target Number
of Units
(1)
|
Robert Sands
|
7,243
|
David Klein
|
2,258
|
William F. Hackett
|
2,243
|
John A. Wright
|
2,361
|
(1)
|
Unvested performance share units are subject to forfeiture upon the occurrence of certain events related to termination of employment. A participant may vest in his right to receive the applicable number of performance share units if he remains in continuous employment with the Company or any of its subsidiaries until May 1, 2019. The participant will only vest in his right to receive the performance share units if the Company achieves certain Relative Total Stockholder Return results as set forth in the Performance Share Unit Agreement. In the event a recipient of an award retires (as the term “Retirement” is defined in the Performance Share Unit Agreement) at any time on or after November 1, 2016 and prior to May 1, 2019, vested awards are payable on a pro rata basis (as set forth in the Performance Share Unit Agreement) and settled between May 1, 2019 and May 15, 2019 (consistent with the settlement date for participants with continuing employment). Target awards can vest at an earlier date upon the death or PSU Disability (as that term is defined in the Performance Share Unit Agreement) of the recipient of the award or in the event of a PSU Change in Control (as that term is defined in the Performance Share Unit Agreement). Dividend equivalents will accrue on the Performance Share Units (pursuant to the terms of the Performance Share Unit Agreement) during the period beginning April 25, 2016 and ending on the date that shares of Class A Common Stock are issued in settlement of vested Performance Share Units (as that term is defined in the Performance Share Unit Agreement) and the dividend equivalents will vest and become payable (net of applicable taxes) on the same terms and at the same time of settlement as the Performance Share Unit to which they relate.
|
Name
|
New Annual
Base Salary
|
||
Richard Sands
|
|
$1,293,600
|
|
Robert Sands
|
|
$1,319,300
|
|
William F. Hackett
|
|
$611,200
|
|
Item 8.01.
|
Other Events.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(a)
|
Financial statements of businesses acquired
.
|
(b)
|
Pro forma financial information
.
|
(c)
|
Shell company transactions
.
|
(d)
|
Exhibits
.
|
Exhibit No.
|
Description
|
10.1
|
Form of Terms and Conditions Memorandum with respect to grants of options to purchase Class 1 Stock pursuant to the Company's Long-Term Stock Incentive Plan.
|
10.2
|
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan.
|
10.3
|
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan.
|
99.1
|
First Amendment, dated and effective April 25, 2016, to the Company's 1989 Employee Stock Purchase Plan.
|
Date: April 28, 2016
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ David Klein
|
|
|
David Klein
|
|
|
Executive Vice President and
Chief Financial Officer
|
(100)
|
XBRL-RELATED DOCUMENTS
|
|
|
|
Not Applicable.
|
|
|
(101)
|
INTERACTIVE DATA FILE
|
|
|
|
Not Applicable.
|
|
|
(106)
|
STATIC POOL PDF
|
|
|
|
Not Applicable.
|
1 Year Constellation Brands Chart |
1 Month Constellation Brands Chart |
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