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) March 11, 2024

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

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 7.01 Regulation FD Disclosure.

On March 11, 2024, Constellation Brands, Inc. (“Constellation” or the “Company”) issued a news release (the “release”) announcing the appointment of Samuel J. Glaetzer to the position of Executive Vice President and President, Wine and Spirits Division, effective March 11, 2024. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

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 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 March 11, 2024, the Company announced that Samuel J. Glaetzer, age 49, has been appointed to the position of Executive Vice President and President, Wine and Spirits Division, effective March 11, 2024.

Item 9.01 Financial Statements and Exhibits.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release of Constellation Brands, Inc. dated March 11, 2024.
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: March 11, 2024	CONSTELLATION BRANDS, INC.
	By:	/s/ Garth Hankinson
		Garth Hankinson
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONSTELLATION BRANDS APPOINTS SAM GLAETZER

TO LEAD COMPANY’S WINE & SPIRITS DIVISION

Industry Veteran Brings Nearly 30 Years of Commercial and Operational Experience

to Help Fuel Next Wave of Growth for Company’s Wine & Spirits Business

VICTOR, N.Y., March 11, 2024–Constellation Brands (NYSE: STZ), a leading beverage alcohol company, today announced that Sam Glaetzer has been appointed as the company’s new Executive Vice President and President, Wine & Spirits Division, effective March 11, 2024. Glaetzer succeeds Robert Hanson, who previously held the role. In addition to Glaetzer’s new responsibilities leading the company’s Wine & Spirits Division, he will also serve as a member of Constellation’s executive management committee.

“Sam is a well-rounded senior leader with a wealth of experience in wine and spirits and a successful track record of driving commercial and operational efficiency and effectiveness,” said Bill Newlands, President and Chief Executive Officer at Constellation Brands. “Now that our strategic wine and spirits brand portfolio transformation is largely complete, and as we turn our focus more squarely towards strong commercial and operational execution for this business, Sam is uniquely equipped to lead our Wine & Spirits Division at this pivotal time as we look to deliver growth and improved profitability.”

Glaetzer brings nearly 30 years of wine and spirits industry experience to this role. He joined Constellation Brands in 2014 as managing director of the company’s New Zealand and Australian operations. Over the better part of the past decade, Glaetzer has served in a number of leadership capacities in areas such as general management, international commercial sales, supply chain operations, product quality, new product development, acquisition integrations, and divestitures. Most recently, Glaetzer served in the role of Senior Vice President, Global Operations and International Sales at Constellation.

“I’m excited about the opportunity to lead our Wine & Spirits team as we look to more fully capitalize on our portfolio transformation and accelerate the overall performance of this business going forward,” said Glaetzer. “We have a solid strategy and foundation for growth in place, and one of the most talented teams in the industry. I look forward to working with my colleagues across our Wine & Spirits Division, as well as our wholesaler and retailer partners, to realize our full potential in the years ahead.”

ABOUT CONSTELLATION BRANDS

Constellation Brands (NYSE: STZ) is a leading international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Our mission is to build brands that people love because we believe elevating human connections is Worth Reaching For. It’s worth our dedication, hard work, and calculated risks to anticipate market trends and deliver more for our consumers, shareholders, employees, and industry. This dedication is what has driven us to become one of the fastest-growing, large CPG companies in the U.S. at retail, and it drives our pursuit to deliver what’s next.

Every day, people reach for our high-end, iconic imported beer brands such as those in the Corona brand family like the flagship Corona Extra, Modelo Especial and the flavorful lineup of Modelo Cheladas, Pacifico, and Victoria; our fine wine and craft spirits brands including The Prisoner Wine Company, Robert Mondavi Winery, Casa Noble Tequila, and High West Whiskey; and our premium wine brands such as Kim Crawford and Meiomi.

As an agriculture-based company, we have a long history of operating sustainably and responsibly. Our ESG strategy is embedded into our business and our work focuses on serving as good stewards of the environment, enhancing social equity within our industry and communities, and promoting responsible beverage alcohol

consumption. These commitments ground our aspirations beyond driving the bottom line as we work to create a future that is truly Worth Reaching For.

To learn more, visit www.cbrands.com and follow us on X, Instagram, and LinkedIn.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations, prospects, plans, and objectives of management, including related to execution, growth, and profitability of Constellation’s wine and spirits business, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.

The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that such results will in fact occur. All forward-looking statements speak only as of the date of this news release and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

In addition to risks and uncertainties associated with ordinary business operations, the forward-looking statements contained in this news release are subject to other risks and uncertainties, including the accuracy of all projections and other factors and uncertainties disclosed from time-to-time in Constellation Brands’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 28, 2023 and its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023, which could cause actual future performance to differ from current expectations.

MEDIA CONTACTS	INVESTOR RELATIONS CONTACTS
Amy Martin 585-678-7141 / amy.martin@cbrands.comcom Carissa Guzski 315-525-7362 / carissa.guzski@cbrands.com	Snehal Shah 847-385-4940 / snehal.shah@cbrands.com David Paccapaniccia 585-282-7227 / david.paccapaniccia@cbrands.com

XML

Cover Page Cover Page	Mar. 11, 2024
Entity Central Index Key	0000016918
Amendment Flag	false
Document Type	8-K
Document Period End Date	Mar. 11, 2024
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
Title of 12(b) Security	Class A Common Stock
Trading Symbol	STZ
Security Exchange Name	NYSE
Entity Emerging Growth Company	false