8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 19, 2008

    CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-08495	16-0716709
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

370 Woodcliff Drive, Suite 300, Fairport, NY  14450

(Address of Principal Executive Offices)       (Zip Code)

                 Registrant’s telephone number, including area code  (585) 218-3600

   Not Applicable    

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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.

On February 19, 2008, the size of the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”), was expanded to ten (10) members, and on that date Peter M. Perez was elected to serve as a member of the Board of Directors, filling the additional Board seat.  Also on that date he was appointed as a member of the Human Resources Committee of the Board of Directors.

Mr. Perez is Executive Vice President, Human Resources of ConAgra Foods, Inc., a packaged food company.  He has held this position since June 2007.  Mr. Perez previously served as Senior Vice President, Human Resources of ConAgra Foods, Inc. from December 2003 until June 2007.  Prior to that, Mr. Perez was Senior Vice President, Human Resources of W. W. Grainger, Inc., a supplier of facilities maintenance and other products, from December 2001 to December 2003.  From February 2001 until December 2001 he was Chief Human Resources Officer of Alliant Foodservice, a wholesale food distributor and from November 1997 to December 2000 he was Senior Vice President, Human Resources of Pepsi-Cola General Bottlers and had held the position Vice President of Human Resources of Pepsi-Cola General Bottlers from February 1995 until November 1997.

The Board considers Mr. Perez to be an independent director under applicable New York Stock Exchange requirements.  As a non-management member of the Board, Mr. Perez will receive the same standard compensation paid to other non-management directors for service on the Board and its committees, which compensation is set forth at Exhibit 99.1 to this Form 8-K.  However, as Mr. Perez is being elected outside the annual meeting timeframe, the amount of his annual retainer, annual option grant and restricted stock award has been prorated from the date of his election to the scheduled date of the Company’s next annual meeting of stockholders at which directors are elected.  Specifically, on February 19, 2008, Mr. Perez (i) became entitled to a prorated annual retainer in the aggregate amount of $27,500; (ii) was granted an option to purchase 3,114 shares of the Company’s Class 1 Common Stock at an exercise price of $20.60 per share and with an exercise period of August 19, 2008 through February 19, 2018; and (iii) received an award of 889 restricted shares of the Company’s Class A Common Stock.  Subject to applicable provisions in the award document, the restricted stock will vest on February 19, 2009.  On February 19, 2008, which was the date of the option grant and the restricted stock award, the closing price of the Company’s Class A Common Stock was $20.60 per share.

There are no arrangements or understandings between Mr. Perez and any other person pursuant to which he was selected either as a director or as a member of the Human Resources Committee, and there have been no transactions since the beginning of the Company’s fiscal year, or are currently proposed, regarding Mr. Perez that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On February 19, 2008, Constellation Brands, Inc. (the “Company”) issued a news release announcing the election of Peter M. Perez as a member of the Company’s Board of Directors.  A copy of the news release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

References to Constellation’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and Constellation disclaims any such incorporation

by reference.  The information in the news release attached as Exhibit 99.2 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD.  This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section.  It may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.
	Not applicable.
(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits.
	The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Description of Compensation Arrangements for Non-Management Directors.
99.2	News Release of the Company dated February 19, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 20, 2008	CONSTELLATION BRANDS, INC.
	By:   /s/ Robert Ryder
		Robert Ryder
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

 Exhibit No. Description

(1)	UNDERWRITING AGREEMENT
	Not Applicable.
(2)	PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
	Not Applicable.
(3)	ARTICLES OF INCORPORATION AND BYLAWS
	Not Applicable.
(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
	Not Applicable.
(7)	CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
	Not Applicable.
(14)	CODE OF ETHICS
	Not Applicable.
(16)	LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
	Not Applicable.
(17)	CORRESPONDENCE ON DEPARTURE OF DIRECTOR
	Not Applicable.
(20)	OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
	Not Applicable.
(23)	CONSENTS OF EXPERTS AND COUNSEL
	Not Applicable.
(24)	POWER OF ATTORNEY
	Not Applicable.
(99)	ADDITIONAL EXHIBITS
(99.1)	Description of Compensation Arrangements for Non-Management Directors.
(99.2)	News Release of Constellation Brands, Inc. dated February 19, 2008.
(100)	XBRL-RELATED DOCUMENTS
	Not Applicable.

EX-99.1

Exhibit 99.1

Description of Compensation Arrangements for Non-Management Directors

Following is a description of the current compensation arrangements for the non-management directors of Constellation Brands, Inc.:

The Company’s current compensation program for non-management directors for their services as directors includes cash, restricted stock, and stock option components.

The cash component consists of (i) an annual retainer of $60,000, payable in quarterly installments of $15,000 at the beginning of each fiscal quarter; (ii) a Board meeting fee of $2,500 for each Board meeting attended (which includes regular, special and annual Board meetings and attendance in person or by conference telephone); (iii) a committee meeting fee of $1,500 per meeting attended (including by conference telephone); and (iv) an annual fee of $12,000 (payable in quarterly installments of $3,000) to the Chair of the Audit Committee and an annual fee of $9,000 (payable in quarterly installments of $2,250) to the position of Chairs of each of the Human Resources Committee and the Corporate Governance Committee.

Long-term incentive awards in the form of options and restricted stock are another element of non-management director compensation.  Long-term incentive awards in the form of, among others, stock options, stock appreciation rights and restricted stock are available for grant under the Company’s Long-Term Stock Incentive Plan.  Each non-management director receives annually, if and as approved by the Board of Directors, a stock option grant and a restricted stock award.  The number of shares that may be subject to an annual option grant will not exceed the number obtained by dividing $140,000 by the closing price of a share of the Company’s Class A Common Stock on the date of the grant.  The number of shares of restricted stock that may be awarded is calculated by dividing the sum of $40,000 by the closing price of a share of the Company’s Class A Common Stock on the date of grant.  While the Board has the flexibility to determine at the time of each grant or award the vesting provisions for that grant or award, historically stock option grants vest six (6) months following the date of grant and annual awards of restricted stock vest one (1) year from the date of grant.  The Long-Term Stock Incentive Plan and the form of Terms and Conditions Memorandum provided to non-management directors who receive stock option grants are filed as Exhibits 99.1 and 99.5 to the Company’s Current Report on Form 8-K dated December 6, 2007 and filed December 12, 2007.  The form of restricted stock agreement provided to non-management directors who receive restricted stock awards is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2005.

Non-management directors are reimbursed for reasonable expenses incurred in connection with their attendance at Board and committee meetings.  They also receive complimentary Company products having a value of up to $5,000 and are eligible to participate in a matching contribution program of the Company whereby they can direct a portion of the Company’s charitable contributions not in excess of $5,000.

Members of the Board of Directors who are members of management serve without receiving any additional fee or other compensation for their service on the Board.

EX-99.2

Exhibit 99.2

NEWS RELEASE

CONTACTS
Media	Investor Relations
Mike Martin – 585-218-3669 Angie Blackwell – 585-218-3842	Patty Yahn-Urlaub – 585-218-3838 Bob Czudak – 585-218-3668

Constellation Brands Adds Board Seat;

 ConAgra’s Peter Perez Fills Position

FAIRPORT, N.Y., Feb. 19, 2008 – Constellation Brands, Inc. (NYSE: STZ; ASX: CBR), a leading international producer and marketer of beverage alcohol, today announced that its board of directors authorized an increase in board positions from nine to 10, and approved Peter Perez, 54, to fill the new board seat effective today.  Perez is currently executive vice president of human resources for ConAgra Foods, Inc. (NYSE: CAG), a $12 billion, international packaged foods company based in Omaha, Neb.

“Peter has a wealth of human resources experience with large, international, food, beverage and service companies, and his unique point of view and strategic thinking will complement our board,” said Richard Sands, Constellation Brands chairman.  “In particular, his efforts to build a diverse and inclusive corporate culture align well with Constellation’s long-held values.”

A native of Aurora, Ill., Perez joined ConAgra in 2003 as senior vice president of human resources.  He previously held a similar position with W. W. Grainger, Inc., after holding senior human resource positions at Pepsi-Cola General Bottlers and the Kraft General Food division of Philip Morris Companies, Inc.  He began his career with Emerson Electric as a production supervisor in 1979.

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Perez has a Bachelor of Science degree in Production and Personnel Management from Eastern Illinois University, and a Master of Management in Human Resources Management and Organizational Behavior from Northwestern University’s Kellogg Graduate School of Management.

About Constellation Brands

Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol in the wine, spirits and imported beer categories, with significant market presence in the U.S., Canada, U.K., Australia and New Zealand.  Based in Fairport, N.Y., the company has more than 250 brands, sales in about 150 countries, operates nearly 60 facilities worldwide.  It is also the largest wine producer in the world and an S&P 500 Index and Fortune 500® company.  Major brands in the company’s portfolio include Corona Extra, Black Velvet, SVEDKA Vodka, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone, Hardys, Banrock Station, Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs andArbor Mist.  To learn more about the company and its products visit Constellation’s Web site at www.cbrands.com.

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