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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))
|
Emerging growth company
|
|
o
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
o
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(d)
|
Election of Director
|
(e)
|
Compensation Arrangements of Certain Officers
|
•
|
reapproved the material terms available under the Plan for granting “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 for five additional years;
|
•
|
made cash awards available for grant under the Plan, and no further grants will be made under the Annual Management Incentive Plan;
|
•
|
imposed an annual cap of $750,000 on the maximum amount of cash retainers, meeting fees and equity awards available for non-employee director compensation;
|
•
|
made consultants eligible to receive awards under the Plan;
|
•
|
made incentive stock options available for grant under the Plan;
|
•
|
provided that new Plan awards no longer automatically vest upon a change in control;
|
•
|
revised share reserve accounting consistent with market practices;
|
•
|
clarified that dividend equivalents under any award will not become payable prior to vesting;
|
•
|
clarified that reload options are not permitted; and
|
•
|
except in connection with a corporate transaction, prohibited payments in exchange for underwater stock options or stock appreciations rights.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
Votes For:
|
382,532,333
|
Votes Against:
|
1,435,603
|
Abstentions:
|
320,821
|
Broker Non-Votes:
|
0
|
One Year:
|
356,322,097
|
Two Years:
|
100,448
|
Three Years:
|
11,551,765
|
Abstentions:
|
346,067
|
Votes For:
|
362,816,105
|
Votes Against:
|
5,167,552
|
Abstentions:
|
336,720
|
Broker Non-Votes:
|
15,968,380
|
Item 7.01
|
Regulation FD Disclosure.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits
.
|
Exhibit No.
|
Description
|
10.1
|
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017).
|
10.2
|
Form of Restricted Stock Award Agreement for Directors with respect to awards of restricted stock pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 18, 2017).
|
10.3
|
Form of Restricted Stock Unit Agreement for Directors with respect to awards of restricted stock units pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 18, 2017).
|
10.4
|
Constellation Brands, Inc. Long-Term Stock Incentive Plan, as amended and restated as of July 18, 2017.
|
99.1
|
News Release of Constellation Brands, Inc. dated July 20, 2017.
|
Date: July 20, 2017
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
By:
|
/s/ David Klein
|
|
|
David Klein
|
|
|
Executive Vice President and
Chief Financial Officer
|
Exhibit No.
|
Description
|
|
|
(10)
|
MATERIAL CONTRACTS
|
|
|
(10.1)
|
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017) (filed herewith). *
|
(10.2)
|
Form of Restricted Stock Award Agreement for Directors with respect to awards of restricted stock pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 18, 2017) (filed herewith). *
|
(10.3)
|
Form of Restricted Stock Unit Agreement for Directors with respect to awards of restricted stock units pursuant to the Company’s Long-Term Stock Incentive Plan (awards on or after July 18, 2017) (filed herewith). *
|
(10.4)
|
Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017 (filed herewith). *
|
|
|
(99)
|
ADDITIONAL EXHIBITS
|
|
|
(99.1)
|
News Release of Constellation Brands, Inc. dated July 20, 2017 (filed herewith).
|
|
|
1 Year Constellation Brands Chart |
1 Month Constellation Brands Chart |
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