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, 2021

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock	STZ	New York Stock Exchange
Class B Common Stock	STZ.B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐
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.	☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2021, the Human Resources Committee (the “Committee”) of the Board of Directors of Constellation Brands, Inc. (“Constellation” or the “Company”), approved changes to the compensation arrangements for Garth Hankinson, the Company’s Chief Financial Officer. In recognition of his individual performance achievements, overall responsibilities, and functional experience, the Committee approved an increase to his annual base salary from $603,750 to $715,000. This adjustment is effective as of March 1, 2021.

Item 7.01 Regulation FD.

On February 23, 2021, the Company issued a news release, a copy of which release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing certain changes in the Company’s senior management personnel.

References to Constellation’s website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms 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 99.1 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. Such information 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 8.01 Other Events.

On February 23, 2021, the Company issued a news release announcing that, effective March 1, 2021, Jim Sabia will assume the newly created role of Executive Vice President and Managing Director, Beer Division, and Mallika Monteiro will assume expanded responsibilities as Executive Vice President, Chief Growth, Strategy, and Digital Officer.

Item 9.01 Financial Statements and Exhibits.

For the exhibits that are furnished or filed herewith, see the Index to Exhibits immediately following.

INDEX TO EXHIBITS

Exhibit No.	Description
(99)	ADDITIONAL EXHIBITS
(99.1)	News Release of Constellation Brands, Inc. dated February 23, 2021 (filed herewith).
(104)	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 23, 2021	CONSTELLATION BRANDS, INC.
	By:	/s/ Garth Hankinson
		Garth Hankinson
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONSTELLATION BRANDS ANNOUNCES NEW AND EXPANDED RESPONSIBILITIES FOR EXECUTIVES

JIM SABIA AND MALLIKA MONTEIRO

Jim Sabia assumes new role of Managing Director, Beer Division;

Mallika Monteiro’s role expanded to Chief Growth, Strategy and Digital Officer

VICTOR, N.Y., Feb. 23, 2021 - Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, today announced new and expanded responsibilities for two members of its Executive Management Committee, effective March 1, 2021. Jim Sabia, who has served as Constellation’s Executive Vice President and Chief Marketing Officer since 2018, has assumed the newly created role of Executive Vice President and Managing Director, Beer Division, with responsibility for leading the division’s operations services and commercial business functions. Constellation’s Chief Marketing Officer role will remain open in the near-term, but given the importance of this role to the company’s long-term growth aspirations, Constellation will look to fill this position over time. Mallika Monteiro will assume expanded responsibilities as Executive Vice President and Chief Growth, Strategy and Digital Officer. In addition to her current responsibilities leading the company’s growth and strategy functions, she will assume added responsibility for leading the company’s media initiatives, including digital marketing, 3-Tier ecommerce, and Constellation Ventures (which focuses on investing in early stage start-ups in the beverage alcohol space and adjacent categories).

“Our company has had a great deal of success over the past decade, and we have bold ambitions for the future as well,” said Bill Newlands, Constellation’s president and CEO. “To achieve our long-term aspirations, it is critical that we continue to invest in broadening the knowledge, perspective and capabilities of our leaders. These moves will help us do just that. Both Mallika and Jim will continue to work closely with the rest of our executive management committee to further build on our success.”

Sabia joined Constellation Brands in 2007 as Vice President, Marketing for the company’s spirits business. He was promoted to Chief Marketing Officer of Constellation’s beer division in 2009 and to Executive Vice President, Chief Marketing Officer for Constellation’s full portfolio in 2018. Under Sabia’s leadership, growth trends for the company’s beer portfolio significantly outpaced the U.S. beer market and, upon the assumption of responsibilities for the full portfolio, he played an instrumental role in the transformation of the company’s Wine & Spirits business, working to build consumer affinity for the company’s premium portfolio of powerhouse wine and spirits brands.

“We have some of the most iconic, consumer-loved brands in the industry, and the very best teams behind them,” said Sabia. “I look forward to continuing to work with the team to drive a consumer-obsessed mindset across our business as we progress towards our long-term growth aspirations.”

Monteiro joined Constellation Brands in 2016 as Vice President, Beer Innovation, and has gone on to hold a number of roles with increasing leadership responsibility across consumer and category insights, innovation and new product development across beer, wine and spirits, as well as leading the company’s strategy development and business transformation functions.

Monteiro has made significant contributions to help strengthen the company’s innovation process, including leading the development of one of Constellation’s most successful new product launches in Corona Hard Seltzer, and was a driving force behind the company’s Focus on Female Founders program, designed to invest $100 million in female-founded or female-owned start-ups in the beverage alcohol space by 2028. In 2019, Monteiro was promoted to Executive Vice President and Chief Growth & Strategy Officer, where she has served as a member of Constellation’s Executive Management Committee.

“We must be agile to stay ahead of shifting consumer behavior,” said Monteiro. “This requires us to continue building an organization with best-in-class capabilities to anticipate, meet and engage with consumers where they’re headed, whether that’s in digital channels or by exploring disruptive brands in emerging categories. I’m excited to work with our teams to drive our big ambitions in these areas.”

ABOUT CONSTELLATION BRANDS

At Constellation Brands (NYSE: STZ and STZ.B), our mission is to build brands that people love because we believe sharing a toast, unwinding after a day, celebrating milestones, and helping people connect, are Worth Reaching For. It’s worth our dedication, hard work, and the bold calculated risks we take to deliver more for our consumers, trade partners, shareholders, and communities in which we live and work. It’s what has made us one of the fastest-growing large CPG companies in the U.S. at retail, and it drives our pursuit to deliver what’s next.

Today, we are a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Every day, people reach for our high-end, iconic imported beer brands such as Corona Extra, Corona Light, Corona Premier, Modelo Especial, Modelo Negra, and Pacifico, and our high-quality premium wine and spirits brands, including the Robert Mondavi Brand Family, Kim Crawford, Meiomi, The Prisoner Brand Family, SVEDKA Vodka, Casa Noble Tequila, and High West Whiskey.

But we won’t stop here. Our visionary leadership team and passionate employees from barrel room to boardroom are reaching for the next level, to explore the boundaries of the beverage alcohol industry and beyond. Join us in discovering what’s Worth Reaching For.

To learn more, follow us on Twitter @cbrands and visit www.cbrands.com.

MEDIA CONTACTS	INVESTOR RELATIONS CONTACTS
Mike McGrew 773-251-4934 /michael.mcgrew@cbrands.com Amy Martin 585-678-7141 / amy.martin@cbrands.com	Patty Yahn-Urlaub 585-678-7483 /patty.yahn-urlaub@cbrands.com Marisa Pepelea 312-741-2316 / marisa.pepelea@cbrands.com

Mallika Monteiro	Jim Sabia
Chief Growth, Strategy & Digital Officer	Managing Director, Beer Division

XML

Cover Page Cover Page	Feb. 19, 2021
Entity Central Index Key	0000016918
Amendment Flag	false
Document Type	8-K
Document Period End Date	Feb. 19, 2021
Entity Registrant Name	CONSTELLATION BRANDS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-08495
Entity Tax Identification Number	16-0716709
Entity Address, Address Line One	207 High Point Drive
Entity Address, Address Line Two	Building 100
Entity Address, City or Town	Victor
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14564
City Area Code	(585)
Local Phone Number	678-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	STZ
Security Exchange Name	NYSE
Common Class B [Member]
Title of 12(b) Security	Class B Common Stock
Trading Symbol	STZ.B
Security Exchange Name	NYSE