Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
STZ > SEC Filings for STZ > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for CONSTELLATION BRANDS, INC.

Form 8-K for CONSTELLATION BRANDS, INC.


1-May-2014

Change in Directors or Principal Officers, Financial Statements and Ex


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

(e) Compensatory Arrangements of Certain Officers.

At a meeting held on April 28, 2014, the Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of Constellation Brands, Inc. (the "Company") took the following actions with regard to certain compensatory arrangements for certain of the Company's senior management personnel, including its Executive Officers.

Approval of New Annual Base Salaries

The Committee set new annual base salaries for the Company's Executive Officers,
which salaries will take effect on June 1, 2014. The following table sets forth
the new annual base salary levels of those Executive Officers identified below:



                                                      New Annual
                Name and Position                    Base Salary
                Richard Sands,
                Chairman of the Board                  $1,231,200
                Robert Sands,
                President and Chief
                Executive Officer                      $1,255,700
                Robert Ryder,
                Executive Vice President and
                Chief Financial Officer                  $615,900
                John A. (Jay) Wright,
                Executive Vice President and
                President, Wine & Spirits Division       $612,200

Stock Option Awards

The Committee granted options to purchase shares of the Company's Class 1 Common Stock under the Company's Long-Term Stock Incentive Plan (the "Stock Plan") to certain of the Company's management personnel, including certain of its Executive Officers, subject to the Terms and Conditions Memorandum with respect to the Stock Plan, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. The following table sets forth information regarding grants to those Executive Officers identified below:

 Name                   Number of Stock Options (1)   Exercise Price Per Share (2)


 Richard Sands                    105,200                       $ 79.61

 Robert Sands                     72,010                        $ 79.61

 Robert Ryder                     23,620                        $ 79.61

 John A. (Jay) Wright             23,470                        $ 79.61


(1) Each of the options granted has a 10-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment. One-fourth of the options become exercisable on each of the following anniversary dates: April 28, 2015, April 28, 2016, April 28, 2017 and April 28, 2018 provided that the option holder remains in continuous employment with the Company or any of its subsidiaries until that date. The options can vest at an earlier date upon the Retirement (as that term is defined in the Terms and Conditions Memorandum) at any time on or after November 1, 2014, death, or Disability (as that term is defined in the Terms and Conditions Memorandum) of the recipient of the grant. Under the terms of the Stock Plan, options become fully exercisable immediately in the event of a Change in Control (as that term is defined in the Stock Plan).

(2) The exercise price is equal to the closing price of the Company's Class A Common Stock (into which, subject to certain requirements, shares of the Company's Class 1 Common Stock are convertible on a one-for-one basis) on the New York Stock Exchange on April 28, 2014.

Restricted Stock Unit Grants

The Committee granted restricted stock units under the Stock Plan to certain of the Company's management personnel, including certain of its Executive Officers, subject to the provisions of Restricted Stock Unit Agreements, the form of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. The restricted stock units entitle the grantee to receive a single share of the Company's Class A Common Stock for each restricted stock unit granted under the Stock Plan. On April 28, 2014, which was the date of the restricted stock unit grants, the closing price of the Company's Class A Common Stock was $79.61 per share. The following table sets forth information regarding grants to those Executive Officers identified below:

                    Name                   Number of Units (1)

                    Robert Sands                 13,590

                    Robert Ryder                  4,460

                    John A. (Jay) Wright          4,430

(1) Unvested restricted stock units under each of the grants are subject to forfeiture upon the occurrence of certain events related to termination of employment. One-fourth of the awarded units vest on each of the following dates:
May 1, 2015, May 1, 2016, May 1, 2017 and May 1, 2018 provided that the recipient of the grant remains in continuous employment with the Company or any of its subsidiaries until that date. The grants can vest at an earlier date upon the Retirement (as that term is defined in the Restricted Stock Unit Agreement) at any time on or after November 1, 2014, death, or RSU Disability (as that term is defined in the Restricted Stock Unit Agreement) of the recipient of the award. Under the terms of the Stock Plan, grants become fully vested in the event of a RSU Change in Control (as that term is defined in the Restricted Stock Unit Agreement).

Performance Share Unit Awards

The Committee awarded performance share units to be settled in the Company's Class A Common Stock under the Stock Plan to certain of the Company's management personnel, including certain of its Executive Officers, subject to the provisions of Performance Share Unit Agreements, the form of which is filed herewith as Exhibit 10.3 and incorporated herein by reference. The number of shares of the Company's Class A Common Stock to be issued pursuant to the performance share units will depend upon the Company's Relative Total Stockholder Return (as that term is defined in the Performance Share Unit Agreement) during the period from March 1, 2014 through February 28, 2017. On April 28, 2014, which was the date of the performance share unit awards, the closing price of the


Company's Class A Common Stock was $79.61 per share. The following table sets forth information regarding target awards to those Executive Officers identified below:

                                              Target Number
                       Name                   of Units  (1)

                       Robert Sands              13,590

                       Robert Ryder               4,460

                       John A. (Jay) Wright       4,430

(1) Unvested performance share units are subject to forfeiture upon the occurrence of certain events related to termination of employment. A participant may vest in his right to receive the applicable number of performance share units if he remains in continuous employment with the Company or any of its subsidiaries until May 1, 2017. The participant will only vest in his right to receive the performance share units if the Company achieves certain Relative Total Stockholder Return results as set forth in the Performance Share Unit Agreement. In the event a recipient of an award retires (as the term "Retirement" is defined in the Performance Share Unit Agreement) at any time on or after November 1, 2014 and prior to May 1, 2017, vested awards are payable on a pro rata basis (as set forth in the Performance Share Unit Agreement) and settled between May 1, 2017 and May 15, 2017 (consistent with the settlement date for participants with continuing employment). Target awards can vest at an earlier date upon the death or PSU Disability (as that term is defined in the Performance Share Unit Agreement) of the recipient of the award or in the event of a PSU Change in Control (as that term is defined in the Performance Share Unit Agreement).



Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

The following exhibits are filed as part of this Current Report on Form 8-K:

                 Exhibit No.   Description
                    10.1       Form of Terms and Conditions of Stock Options - U.S.
                               Memorandum with respect to the Company's Long-Term
                               Stock Incentive Plan.

                    10.2       Form of Restricted Stock Unit Agreement with respect to
                               the Company's Long-Term Stock Incentive Plan.

                    10.3       Form of Performance Share Unit Agreement with respect
                               to the Company's Long-Term Stock Incentive Plan.


  Add STZ to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for STZ - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.