Results

Constellation Brands Inc.

07/23/2021 | Press release | Distributed by Public on 07/23/2021 06:40

Submission of Matters to a Vote of Security Holders (Form 8-K)

Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders (the 'Annual Meeting') of Constellation Brands, Inc. was held on July 20, 2021.

(b) At the Annual Meeting, the stockholders of the Company elected Christy Clark, Jennifer M. Daniels, Nicholas I. Fink, Jerry Fowden, Ernesto M. Hernandez, Susan Somersille Johnson, James A. Locke III, Jose Manuel Madero Garza, Daniel J. McCarthy, William A. Newlands, Richard Sands, Robert Sands, and Judy A. Schmeling as directors of the Company to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. The other matters considered at the Annual Meeting were a proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2022; a proposal to approve, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement dated May 26, 2021 and filed with the Securities and Exchange Commission on June 3, 2021 (the 'Proxy Statement'); and a shareholder proposal regarding board and top management diversity. The final results of voting on each of the matters submitted to a vote of stockholders are as follows:

1. Election of Directors.

At the Annual Meeting, the holders of the Class A Common Stock (the 'Class A Stock'), voting as a separate class, elected the Company's slate of director nominees designated to be elected by the holders of the Class A Stock, and the holders of the Class A Stock and the holders of the Company's Class B Common Stock (the 'Class B Stock'), voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, elected the Company's slate of director nominees designated to be elected by the holders of the Class A Stock and the Class B Stock. The thirteen directors described above were elected by a plurality of the votes cast as set forth below:

Nominee Votes For Votes Withheld Broker Non-Votes
Directors Elected by the Holders of Class A Stock (voting as a separate class)
Christy Clark 134,753,225 2,005,301 15,664,757
Jerry Fowden 76,413,208 60,345,318 15,664,757
Ernesto M. Hernandez 134,365,311 2,393,215 15,664,757
Susan Somersille Johnson 133,594,554 3,163,972 15,664,757
Directors Elected by the Holders of Class A Stock and Class B Stock (voting together as a single class)
Jennifer M. Daniels 362,985,428 2,546,848 18,184,677
Nicholas I. Fink 364,152,451 1,379,825 18,184,677
James A. Locke III 283,159,224 82,373,052 18,184,677
Jose Manuel Madero Garza 362,972,992 2,559,284 18,184,677
Daniel J. McCarthy 362,962,829 2,569,447 18,184,677
William A. Newlands 359,656,463 5,875,813 18,184,677
Richard Sands 356,130,106 9,402,170 18,184,677
Robert Sands 353,618,646 11,913,630 18,184,677
Judy A. Schmeling 306,671,701 58,860,575 18,184,677

2. Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2022.

At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2022, as set forth below:







Votes For: 382,108,503
Votes Against: 1,544,045
Abstentions: 64,405
Broker Non-Votes: -

3. Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.

At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, as set forth below:

Votes For: 347,275,042
Votes Against: 17,990,426
Abstentions: 266,808
Broker Non-Votes: 18,184,677

4. Shareholder proposal regarding board and top management diversity.

At the Annual Meeting, the holders of Class A Stock and the holders of Class B Stock, voting together as a single class with holders of Class A Stock having one (1) vote per share and holders of Class B Stock having ten (10) votes per share, did not approve the shareholder proposal regarding Board and top management diversity, as set forth below:

Votes For: 44,176,595
Votes Against: 316,456,528
Abstentions: 4,899,153
Broker Non-Votes: 18,184,677