Constellation Brands Files 2024 DEF 14A

Ticker: STZ · Form: DEF 14A · Filed: Jun 3, 2024 · CIK: 16918

Constellation Brands, Inc. DEF 14A Filing Summary
FieldDetail
CompanyConstellation Brands, Inc. (STZ)
Form TypeDEF 14A
Filed DateJun 3, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$10 billion, $900 million, $245 million, $4 billion, $3 b
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, equity-awards

Related Tickers: STZ

TL;DR

Constellation Brands (STZ) DEF 14A out: executive pay, stock awards detailed for FY24.

AI Summary

Constellation Brands, Inc. filed its DEF 14A on June 3, 2024, for the fiscal year ending February 29, 2024. The filing details executive compensation, equity awards, and other corporate governance matters. It includes information on RSUs, PSUs, NQSOs, and equity awards granted and vested during the fiscal year.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and equity awards, impacting corporate governance and investor decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating new or unusual risks.

Key Numbers

  • 20240229 — Fiscal Year End (The period covered by the DEF 14A filing.)
  • 20240603 — Filing Date (The date Constellation Brands submitted this DEF 14A to the SEC.)

Key Players & Entities

  • Constellation Brands, Inc. (company) — Filer of the DEF 14A
  • 0000016918 (company) — Central Index Key for Constellation Brands
  • 20240603 (date) — Filing date of the DEF 14A
  • 20240229 (date) — Fiscal year end for the reported period

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors, executive compensation, and other proposals.

What specific types of equity awards are detailed in this filing for Constellation Brands?

The filing details RSUs (Restricted Stock Units), PSUs (Performance Stock Units), and NQSOs (Non-Qualified Stock Options), along with equity awards granted and vested during the fiscal year.

What is the fiscal year end date for Constellation Brands as reported in this filing?

The fiscal year end date for Constellation Brands, as reported in this DEF 14A filing, is February 29, 2024.

Who is the filer of this DEF 14A?

The filer of this DEF 14A is Constellation Brands, Inc., with Central Index Key 0000016918.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on June 3, 2024.

Filing Stats: 4,532 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-06-03 09:04:00

Key Financial Figures

  • $10 billion — ce highlighted by: record net sales of $10 billion #1 growth leader among large CPG compa
  • $900 million — leader among large CPG companies over $900 million returned to stockholders in dividends a
  • $245 million — gainer in the entire U.S. beer market $245 million of cost savings achieved across the ent
  • $4 billion — shares having a value of approximately $4 billion at any point in time; and (b) the numbe
  • $3 b — the number of shares having a value of $3 billion, as adjusted annually by the Cons

Filing Documents

EXECUTIVE COMPENSATION 35

EXECUTIVE COMPENSATION 35 Compensation Discussion and Analysis 35 Compensation Committee Report 51 Compensation Tables and Related Information 52 Summary Compensation Table 52 Grants of Plan-Based Awards in Fiscal 2024 54 Outstanding Equity Awards at February 29, 2024 56 Option Exercises and Stock Vested in Fiscal 2024 59 Pension Benefits 59 Nonqualified Deferred Compensation 59 Potential Payments upon Termination or Change-in-Control 60 CEO Pay Ratio 64 Pay versus Performance 65 Proposal 3 – Advisory Vote on Executive Compensation 69 STOCKHOLDER PROPOSALS 70 Proposal 4 – Stockholder Proposal Regarding Managing Supply Chain Water Risk 70 Proposal 5 – Stockholder Proposal Regarding Greenhouse Gas Emissions 74 Proposal 6 – Stockholder Proposal Regarding a Circular Economy for Packaging 77 BENEFICIAL OWNERSHIP 81 Beneficial Ownership of More Than 5% of the Company's Voting Common Stock 82 Beneficial Ownership of Directors and Executive Officers 83 OTHER MATTERS 85 Proxy Solicitation Costs 85 Stockholder Proposals for the 2025 Annual Meeting 85 Householding of Proxy Materials 86 Available Information; Website Materials 86 QUESTIONS AND ANSWERS 87

FORWARD-LOOKING STATEMENTS 90

FORWARD-LOOKING STATEMENTS 90 MARKET POSITIONS AND INDUSTRY DATA 91 DEFINED TERMS 92 Appendix 1: Reconciliation of Non-GAAP Items 95 PROXY STATEMENT Annual Meeting Information Table of Contents CONSTELLATION BRANDS, INC. 50 East Broad Street Rochester, NY 14614 PROXY STATEMENT ANNUAL MEETING INFORMATION This Proxy Statement is being furnished to the holders of the common stock of Constellation Brands, Inc. in connection with the solicitation of proxies by the Board. The proxies are for use at the Meeting. This year we will again hold a virtual Annual Meeting of Stockholders. Stockholders may participate online by logging onto www.virtualshareholdermeeting.com/STZ2024. There will not be a physical meeting location. See the Questions & Answers section near the end of this Proxy Statement for additional information. We are delivering proxy materials to many stockholders via the Internet under the SEC's Notice and Access rules. Using this method of distribution, on or about June 3, 2024, we will mail an Important Notice Regarding the Availability of Proxy Materials that contains information about our 2024 Virtual Annual Meeting of Stockholders and instructions on how to view all proxy materials, and vote electronically, on the Internet. If you receive the Notice and prefer to receive a paper or e-mail copy of the proxy materials, follow the instructions in the Notice for making this request, and the materials will be sent promptly to you via your preferred method. If you prefer to vote by phone, the website listed on the Notice, www.proxyvote.com, has instructions for voting by phone. If you received paper copies of our proxy materials in the mail, you may submit your proxy by properly executing and returning the proxy card or voting instruction card in the enclosed envelope. If you received paper copies of this year's proxy materials by mail, you can elect to receive an email message in the future that will provide a link to those documents on the

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