Molson Coors Beverage Co. Files Definitive Proxy Statement

Ticker: TAP-A · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 24545

Sentiment: neutral

Topics: Molson Coors, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Molson Coors Beverage Co. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance for the period ending May 15, 2023.</b>

AI Summary

MOLSON COORS BEVERAGE CO (TAP-A) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. Molson Coors Beverage Co. filed a DEF 14A form on April 3, 2024. The filing covers the period ending May 15, 2023. The company's principal executive offices are located in Golden, Colorado. Molson Coors Beverage Co. was formerly known as Molson Coors Brewing Co. and Adolph Coors Company. The filing includes data related to executive compensation, including equity awards and pension benefits for the fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking MOLSON COORS BEVERAGE CO, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages, including equity awards and pension benefits, which can influence voting decisions on related proposals. As a DEF 14A filing, it outlines the company's governance practices and the compensation philosophy, offering insights into how the company incentivizes its leadership and aligns their interests with shareholders.

Risk Assessment

Risk Level: low — MOLSON COORS BEVERAGE CO shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and governance proposals to make informed voting decisions at the upcoming annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did MOLSON COORS BEVERAGE CO file this DEF 14A?

MOLSON COORS BEVERAGE CO filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MOLSON COORS BEVERAGE CO (TAP-A).

Where can I read the original DEF 14A filing from MOLSON COORS BEVERAGE CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MOLSON COORS BEVERAGE CO.

What are the key takeaways from MOLSON COORS BEVERAGE CO's DEF 14A?

MOLSON COORS BEVERAGE CO filed this DEF 14A on April 3, 2024. Key takeaways: Molson Coors Beverage Co. filed a DEF 14A form on April 3, 2024.. The filing covers the period ending May 15, 2023.. The company's principal executive offices are located in Golden, Colorado..

Is MOLSON COORS BEVERAGE CO a risky investment based on this filing?

Based on this DEF 14A, MOLSON COORS BEVERAGE CO presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading MOLSON COORS BEVERAGE CO's DEF 14A?

Shareholders should review the executive compensation details and governance proposals to make informed voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does MOLSON COORS BEVERAGE CO compare to its industry peers?

Molson Coors Beverage Company operates in the alcoholic beverage industry, specifically focusing on malt beverages.

Are there regulatory concerns for MOLSON COORS BEVERAGE CO?

As a publicly traded company, Molson Coors Beverage Co. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

Molson Coors Beverage Company operates in the alcoholic beverage industry, specifically focusing on malt beverages.

Regulatory Implications

As a publicly traded company, Molson Coors Beverage Co. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the executive compensation details presented in the DEF 14A filing.
  2. Analyze the corporate governance proposals and voting recommendations.
  3. Compare executive compensation trends with industry peers if additional data is available.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure for annual shareholder meetings, and does not represent a change from previous filings of the same type.

Filing Stats: 4,461 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2024-04-03 16:35:48

Key Financial Figures

Filing Documents

Forward-looking statements are subject to

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made andwe undertake no obligation to update any forward-looking MOLSON COORS BEVERAGE CO. 2024 Proxy Statement 4 Table of Contents 2024 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 7 PROXY 8 PROXY SUMMARY 9 Overview of Voting Matters and Board Recommendations 9 Corporate Governance Highlights — Page 9 Director Nominee Highlights 10 2023 Compensation Highlights 12 PROPOSAL NO. 1 — ELECTION OF DIRECTORS 15 2024 Nominees for Class A Directors 16 2023 Nominees for Class B Directors 22 Board Skills & Experience and Demographic Matrix 24 Position of Director Emeritus 24 Family Relationship Disclosure 24 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 25 Corporate Responsibility 25 Board and Committee Governance 28 Stockholder Engagement 36 Certain Governance Policies 38 DIRECTOR COMPENSATION 39 General 39 2023 Compensation 39 Director Stock Ownership Requirements 39 Director Compensation Table 40 RELATED PERSON TRANSACTIONS 42 Approval of Related Person Transactions 42 Certain Related Person Transactions 42 MANAGEMENT 43 Executive Officers 43 PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE ADVISORY SAY-ON-PAY VOTE) 45 COMPENSATI

Executive Compensation Philosophy

Executive Compensation Philosophy 49 Oversight of Executive Compensation Programs 52 Components of Executive Compensation and 2023 Executive Pay Outcomes 53 Additional Information Regarding Executive Pay 60 COMPENSATION & HR COMMITTEE REPORT 61 EXECUTIVE COMPENSATION 62 Summary Compensation Table 62 Grants of Plan Based Awards 64 Outstanding Equity Awards at Fiscal Year-End 66 Option Exercises and Stock Vested 68 Pension Benefits 68 Non-Qualified Deferred Compensation 69 Potential Payments Upon Termination or Change in Control 70 Material Terms of Employment Agreements and Letters 72 CEO Pay Ratio 72 PAY VERSUS PERFORMANCE 73 Financial Performance Measures 75 Analysis of the Information Presented in the Pay Versus Performance Table 75 PROPOSAL NO. 3 — RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 77 Fees 78 Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services 78 AUDIT COMMITTEE REPORT 79 Primary Responsibilities 79 Audit Committee Report 79 BENEFICIAL 80 QUESTIONS AND ANSWERS 82 MOLSON COORS BEVERAGE CO. 2024 Proxy Statement 5 Proxy Materials and Voting Information 82 Corporate Structure, Common Stock and Exchangeable Shares 89 Board Communications, Stockholder Proposals and Company Documents 91 OTHER

BUSINESS

BUSINESS 92 ANNEX A 93 Use of Non-GAAP Measures 93 Reconciliation to Nearest U.S. GAAP Measures 94 MOLSON COORS BEVERAGE CO. 2024 Proxy Statement 6 Back to Contents 2024 Notice of Annual Meeting of Stockholders Time and Date May 15, 2024 11:00 a.m., Mountain Daylight Time Place Golden Brewery 13 th Street & Ford Street Golden Colorado 80401 USA Record Date March 22, 2024 Important Parking Information: If you plan on attending the Annual Meeting, please park in the Coors Brewery Tour parking lot at the corner of 13th Street and Ford Street in Golden, Colorado. A complimentary shuttle will transport you to the Annual Meeting location. The 2024 Annual Meeting of Stockholders (Annual Meeting) of Molson Coors Beverage Company (Company, we, us or our) will be held for the following purposes: PROPOSAL NO. 1 To elect the 14 director nominees identified in the accompanying Proxy PROPOSAL NO. 3 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. PROPOSAL NO. 2 To approve, in a non-binding advisory vote, the compensation of the named executive officers (NEOs). And to transact such other business as may be brought properly before the Annual Meeting and any and all adjournments or postponements thereof. PLEASE NOTE: The Annual Meeting is expected to last less than 30 minutes. Record Date Stockholders of record at the close of business on March22,2024 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof. For a detailed description of our classes of stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary, please refer to the "Questions and Answers" section of this Proxy Statement. Notice of Internet Availability of Proxy Materials We will begin mailing

Executive Compensation Philosophy

Executive Compensation Philosophy We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs. We provide our NEOs with short- and long-term compensation opportunities that encourage increasing Company performance to enhance stockholder value while avoiding excessive risk-taking. We maintain compensation plans that tie a substantial portion of our NEOs' overall target annual compensation to the achievement of corporate and individual performance goals over both short- and long-term periods. The Compensation & HR Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives. Our Board, primarily through the Compensation & HR Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and is designed to accomplish the following goals: Pay for Performance Compensation Competitive with the Market Every Compensation Element Should Serve a Purpose

Executive Compensation Governance Practices

Executive Compensation Governance Practices What We Do What We Don't Do Tie a significant portion of compensation to performance Design our executive compensation program to encourage excessive risk taking Use a balance of short- and long-term incentive awards with diverse performance metrics for both Re-price stock options without stockholder approval Award incentive compensation subject to clawback policies Provide excise tax gross ups to executives Consider peer group and comparable industry data in setting compensation Allow hedging of Company stock Establish significant executive and director stock ownership guidelines and evaluate compliance annually Award excessive perquisites Retain an independent compensation consultant Offer excessive change in control or severance benefits Actively engage with investors regarding executive compensation and governance practices Pay dividends or dividend equivalents prior to vesting of stock awards Base a portion (10%) of the short-term incentive awards on a scorecard composed of certain quantitative People & Planet metrics MOLSON COORS BEVERAGE CO. 2024 Proxy Statement 12 Back to Contents

Executive Compensation Performance Measures &

Executive Compensation Performance Measures & Results Performance Measures Collectively, the metrics for our short- and long-term incentive programs inspire our executive team to focus on earning more, using less, and investing wisely. The performance measures are explained in detail below. Business Goal Performance Measures Drivers Earn More Adjusted Underlying Income Before Income Taxes, Adjusted Underlying Free Cash Flow (FCF), Adjusted Net Sales Revenue (NSR), Adjusted Net Sales Revenue per Hectoliter (NSR / HL), Profit After Capital Charge (PACC) & Relative Total Shareholder Return (TSR) Build extraordinary brands Strengthen customer excellence Drive disruptive growth Use Less Adjusted Underlying Income Before Income Taxes, Adjusted Underlying FCF, PACC & Relative TSR Drive synergies and cost savings Increase productivity Increase efficiency of spend Invest Wisely Adjusted Underlying Income Before Income Taxes, Adjusted Underlying FCF, PACC & Relative TSR Brand-led growth opportunities Strengthen balance sheet Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights 2023 MCIP Metric (Weight) (1),(2) 2023 Overall Company Highlights (3) Adjusted Underlying Income Before Income Taxes (22.5%) Underlying Income Before Income Taxes of $1,531 million exceeded our 2023 MCIP maximum driven by higher financial volumes, favorable net pricing to customers, lower cost of goods sold per hectoliter, and favorable net interest, partially offset by higher MG&A spend. Adjusted Underlying FCF (22.5%) Underlying FCF of $1,420 million was higher than 2022 and above our 2023 MCIP maximum, primarily due to higher net cash provided by operating activities. Adjusted NSR (22.5%) Net sales increased 9.3% on a constant currency basis (3) from 2022 and was above our 2023 MCIP maximum, primarily due to higher financial volumes and positive net pricing. Adjusted NSR / HL (22.5%) NSR / HL on a brand volume basis

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