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)  July 23, 2009

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.)

 207 High Point Drive, Building 100, Victor, NY  14564

  (Address of Principal Executive Offices)                  (Zip Code)

Registrant’s telephone number, including area code (585) 678-7100

 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.

(e)           Compensatory Arrangements of Certain Officers.

At a meeting held on July 23, 2009, the stockholders of Constellation Brands, Inc. (the “Company”) approved the First Amendment (the “Amendment”) to the Company’s Long-Term Stock Incentive Plan (the “Long-Term Stock Incentive Plan”).  The Amendment to the Long-Term Stock Incentive Plan has been adopted by the Company and is effective as of July 23, 2009.  The Amendment effected the following modifications to the Long-Term Stock Incentive Plan:

· An increase in the number of shares available for issuance under the Long-Term Stock Incentive Plan from 94,000,000 shares to 108,000,000 shares;

· A clarification of when shares have or have not been used for purposes of determining whether such shares are available for Awards (as that term is defined in Annex A of the Long-Term Stock Incentive Plan) under the Long-Term Stock Incentive Plan;

· A revision of the provision of the Long-Term Stock Incentive Plan addressing the coordination of the Long-Term Stock Incentive Plan with Internal Revenue Code Section 409A to reflect developments in the application of Section 409A; and

· A replacement of the definition of “covered employee” to conform to the current rules promulgated by the Internal Revenue Service.

A description of the Amendment is included in the Company’s definitive proxy statement dated June 8, 2009 and filed with the Securities and Exchange Commission on June 12, 2009.  A copy of the Amendment, as approved by stockholders and adopted by the Company, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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 exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	First Amendment to Constellation Brands, Inc. Long-Term Stock Incentive Plan.

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:  July 24, 2009	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)	First Amendment to Constellation Brands, Inc. Long-Term Stock Incentive Plan.
(100)	XBRL-RELATED DOCUMENTS
	Not Applicable.
(101)	INTERACTIVE DATA FILE
	Not Applicable.

EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT

TO

CONSTELLATION BRANDS, INC.

LONG-TERM STOCK INCENTIVE PLAN

WHEREAS, Constellation Brands, Inc. (the “Company”) maintains the Constellation Brands, Inc. Long-Term Stock Incentive Plan (amended and restated as of December 6, 2007) (the “Plan”) for the benefit of eligible employees and directors of the Company and its subsidiaries; and

WHEREAS, the Company desires to amend the Plan to modify the number of shares available under the Plan and to set forth details regarding the method of counting such shares and to also modify the Code Section 409A provision and definition of “Covered Employee” under the Plan;

NOW, THEREFORE, by virtue and in exercise of the power reserved to the Committee by Section 20 of the Plan, the Plan be and is hereby amended, effective as of the date hereof, in the following particulars:

1.           By replacing the first two paragraphs in Section 4 of the Plan with the following two paragraphs:

  “Awards may be granted under the Plan with respect to Class A Stock or Class 1 Stock.  The aggregate number of shares of Class A Stock and Class 1 Stock available for Awards under the Plan is one-hundred and eight million (108,000,000) shares.  Subject to such aggregate limit, Awards may be granted in any combination of Shares of Class A Stock or Class 1 Stock.  The maximum number of Shares which may be subject to Awards granted to any Participant in any fiscal year shall not exceed 1% of the diluted shares of Class A Stock outstanding on February 28, 2007.  Shares subject to Awards may be authorized and unissued Shares or may be treasury Shares.

  Unless the applicable Rules under Section 16(b) of the Exchange Act or Section 162(m) of the Code require otherwise, the following Shares related to Awards under this Plan may again be available for issuance under the Plan, in addition to the Shares described in the first paragraph of this Section 4:  (a) Shares related to Awards paid in cash;  (b) Shares related to Awards that expire, are forfeited or cancelled or terminate for any other reason without issuance of Shares; and (c) any Shares of Restricted Stock that are returned to the Company upon a Participant's termination of employment.”

2.           By replacing Section 19 of the Plan with the following text:

  “19.           SECTION 409A CONDITIONS

  With respect to Awards that are subject to Section 409A, the Plan is intended to comply with the requirements of Section 409A and the Plan and provisions of such Awards shall be interpreted and administered in accordance with that intent.  To the extent that the Committee determines that the Plan or any Section 409A Award fails to comply with the requirements of Section 409A, notwithstanding anything to the contrary contained in the Plan or in any Award, the Committee reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award, without the consent of the Participant, to cause the Award to either not be subject to Section 409A or to comply with the applicable provisions of such section.  In addition, for each Section 409A Award, a termination of employment or service with the Company shall be deemed to have occurred under the Plan with respect to such Award on the first day on which an individual has experienced a “separation from service” within the meaning of Section 409A.”

3.           By replacing the definition of “Covered Employee” in Annex A of the Plan with the following definition:

  “‘Covered Employee’ means an employee who is a ‘covered employee’ as such term is defined under the Rules promulgated under Section 162(m) of the Code and such other additional officers as may be designated by the Committee.”

IN WITNESS WHEREOF, the Committee has caused this amendment to be executed by a duly authorized officer of the Company on this 23rd day of July, 2009.

CONSTELLATION BRANDS, INC.
/s/ L. Denise Watson
By:	L. Denise Watson
Its:	SVP, Global Compensation & Benefits

Date of Stockholder Approval:  July 23, 2009