CONSTELLATION BRANDS INC
For the period ended Feb 29, 2024. Filed Apr 23, 2024.
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FY2024 · Filed Apr 23, 2024
STZ$145.510.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
None.
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
INDEX TO EXHIBITS
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 3.1 | November 10, 2022 |
| 3.2 | Amended and Restated By-Laws of the Company. | 8-K | 3.2 | November 10, 2022 |
| 4.1 | Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | April 23, 2012 |
| 4.1.1 | Supplemental Indenture No. 8, with respect to 4.750% Senior Notes due 2024, dated as of November 3, 2014, among the Company as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | November 7, 2014 |
| 4.1.2 | Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated December 4, 2015, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | December 8, 2015 |
| 4.1.3 | Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee. | 10-K | 4.26 | April 25, 2016 |
| 4.1.4 | Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | December 6, 2016 |
| 4.1.5 | Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | May 9, 2017 |
| 4.1.6 | Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | May 9, 2017 |
| 4.1.7 | Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | February 7, 2018 |
| 4.1.8 | Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | February 7, 2018 |
| 4.1.9 | Supplemental Indenture No. 22 with respect to 4.400% Senior Notes due 2025, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | October 29, 2018 |
| 4.1.10 | Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | October 29, 2018 |
| 4.1.11 | Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.4 | October 29, 2018 |
| 4.1.12 | Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | July 29, 2019 |
| 4.1.13 | Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.1 | April 27, 2020 |
| 4.1.14 | Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.2 | April 27, 2020 |
| 4.1.15 | Supplemental Indenture No. 28 with respect to 2.250% Senior Notes due 2031, dated as of July 26, 2021, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.1 | July 26, 2021 |
| 4.1.16 | Supplemental Indenture No. 29 with respect to 3.600% Senior Notes due 2024, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | May 9, 2022 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 4.1.17 | Supplemental Indenture No. 30 with respect to 4.350% Senior Notes due 2027, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.2 | May 9, 2022 |
| 4.1.18 | Supplemental Indenture No. 31 with respect to 4.750% Senior Notes due 2032, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.3 | May 9, 2022 |
| 4.1.19 | Supplemental Indenture No. 32 with respect to 5.000% Senior Notes due 2026, dated as of February 2, 2023, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | February 2, 2023 |
| 4.1.20 | Supplemental Indenture No. 33 with respect to 4.900% Senior Notes due 2033, dated as of May 1, 2023, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | May 1, 2023 |
| 4.1.21 | Supplemental Indenture No. 34 with respect to 4.800% Senior Notes due 2029, dated as of January 11, 2024, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | January 11, 2024 |
| 4.2 | Restatement Agreement, dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Tenth Amended and Restated Credit Agreement dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. † | 8-K | 4.1 | April 15, 2022 |
| 4.2.1 | Amendment No. 1, dated as of October 18, 2022, to Tenth Amended and Restated Credit Agreement, dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. † | 8-K | 4.2 | October 26, 2022 |
| 4.3 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act. | 8-K | 99.3 | November 10, 2022 |
| 10.1 | The Company’s Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017. * | 8-K | 10.4 | July 20, 2017 |
| 10.1.1 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 3, 2012 and before April 28, 2014). * | 8-K | 99.1 | April 5, 2012 |
| 10.1.2 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016). * | 8-K | 10.1 | May 1, 2014 |
| 10.1.3 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017). * | 8-K | 10.1 | April 28, 2016 |
| 10.1.4 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2017 and before April 23, 2018). * | 8-K | 10.1 | April 25, 2017 |
| 10.1.5 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2018 and before April 23, 2019). * | 8-K | 10.1 | April 26, 2018 |
| 10.1.6 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2019 and before April 21, 2020). * | 8-K | 10.1 | April 26, 2019 |
| 10.1.7 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2020). * | 10-Q | 10.5 | July 1, 2020 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.1.8 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 23, 2018 and before April 23, 2019). * | 8-K | 10.2 | April 26, 2018 |
| 10.1.9 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 23, 2019 and before April 21, 2020. * | 8-K | 10.2 | April 26, 2019 |
| 10.1.10 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2020 and before April 20, 2021). * | 10-Q | 10.6 | July 1, 2020 |
| 10.1.11 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 20, 2021). * | 8-K | 10.2 | April 23, 2021 |
| 10.1.12 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to cliff vested awards). * | 8-K | 10.1 | July 26, 2013 |
| 10.1.13 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (providing for ratable vesting over three years). * | 10-K | 10.20 | April 28, 2015 |
| 10.1.14 | Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2020). *† | 10-Q | 10.7 | July 1, 2020 |
| 10.1.15 | Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan. * | 8-K | 99.1 | April 22, 2010 |
| 10.1.16 | Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 27, 2012 and before July 23, 2014). * | 8-K | 10.3 | July 31, 2012 |
| 10.1.17 | Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016). * | 8-K | 10.1 | July 25, 2014 |
| 10.1.18 | Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 20, 2016 and before July 18, 2017). * | 8-K | 10.1 | July 22, 2016 |
| 10.1.19 | Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017 and before July 16, 2019). * | 8-K | 10.1 | July 20, 2017 |
| 10.1.20 | Form of Stock Option Agreement for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 16, 2019). * | 10-Q | 10.6 | October 3, 2019 |
| 10.1.21 | Form of Restricted Stock Unit Agreement for Directors with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 16, 2019).* | 10-Q | 10.7 | October 3, 2019 |
| 10.1.22 | Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan. * | 8-K | 10.1 | March 29, 2018 |
| 10.2 | The Company’s Annual Management Incentive Plan, amended and restated as of July 27, 2012. * | 8-K | 10.1 | July 31, 2012 |
| 10.3 | The Company’s Non-Qualified Savings Plan. * | 8-K | 10.2 | October 4, 2018 |
| 10.4 | Supplemental Executive Retirement Plan of the Company. * | 10-K | 10.14 | June 1, 1999 |
| 10.4.1 | First Amendment to the Company’s Supplemental Executive Retirement Plan. * | 10-Q | 10 | July 15, 1999 |
| 10.4.2 | Second Amendment to the Company’s Supplemental Executive Retirement Plan. * | 10-K | 10.20 | May 29, 2001 |
| 10.4.3 | Third Amendment to the Company’s Supplemental Executive Retirement Plan. * | 8-K | 99.2 | April 13, 2005 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 10.5 | 2005 Supplemental Executive Retirement Plan of the Company. * | 8-K | 99.3 | April 13, 2005 |
| 10.5.1 | First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 10-Q | 10.7 | July 10, 2007 |
| 10.5.2 | Second Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 10-Q | 10.2 | January 9, 2014 |
| 10.5.3 | Third Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 8-K | 10.1 | October 4, 2018 |
| 10.6 | Form of Executive Employment Agreement between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. * | 8-K | 99.1 | May 21, 2008 |
| 10.6.1 | Form of Executive Employment Agreement Release of Claims between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. * | 10-Q | 10.3 | January 5, 2023 |
| 10.7 | Executive Employment Agreement made as of January 26, 2015, between the Company and William A. Newlands. * | 10-K | 10.57 | April 28, 2015 |
| 10.8 | Executive Employment Agreement made as of June 3, 2019, between the Company and Robert L. Hanson. * | 10-Q | 10.6 | June 28, 2019 |
| 10.8.1 | Executive Employment Agreement Release of Claims made as of February 29, 2024, between the Company and Robert L. Hanson (filed herewith). * | |||
| 10.9 | Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including James O. Bourdeau, K. Kristann Carey, Garth Hankinson, Michael McGrew, Mallika Monteiro, and James A. Sabia, Jr.). * | 10-Q | 10.3 | June 29, 2017 |
| 10.10 | Executive Employment Agreement made as of March 11, 2024, between the Company and Samuel J. Glaetzer (filed herewith). * | |||
| 10.11 | Reclassification Agreement, dated as of June 30, 2022, by and among the Company and the Sands Family Stockholders listed therein. | 8-K | 10.1 | June 30, 2022 |
| 10.11.1 | Form of Joinder to Reclassification Agreement by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP). | 10-Q | 10.4 | January 5, 2023 |
| 10.11.2 | Form of Waiver to Reclassification Agreement with respect to offices in the Company’s Florida location by the Company’s former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. | 10-K | 10.41 | April 20, 2023 |
| 10.11.3 | Waiver to Reclassification Agreement with respect to WildStar Partners LLC’s right for nominee to serve as non-voting member of any committee of the Company’s Board of Directors. | 8-K | 99.1 | July 10, 2023 |
| 10.12 | Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the stockholders party thereto (including form of Joinder by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP)). | 8-K | 10.1 | November 10, 2022 |
| 10.13 | Cooperation Agreement, dated as of July 18, 2023, by and among the Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. | 8-K | 10.1 | July 18, 2023 |
| 10.14 | Description of Compensation Arrangements, as of July 18, 2023, for Non-Management Directors. * | 8-K | 10.2 | July 18, 2023 |
| 10.15 | Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd. + | 10-K | 10.45 | April 20, 2023 |
| 21.1 | Subsidiaries of the Company (filed herewith). | |||
| 23.1 | Consent of KPMG LLP (filed herewith). | |||
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date |
| 31.1 · Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith). | ||||
| 31.2 · Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith). | ||||
| 32.1 · Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). | ||||
| 32.2 · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). | ||||
| 97.1 · The Company’s Incentive Compensation Recoupment Policy (filed herewith). * | ||||
| 99.1 | The Company’s 1989 Employee Stock Purchase Plan (amended and restated as of July 24, 2013). * | 8-K | 99.1 | July 26, 2013 |
| 99.1.1 | First Amendment, dated and effective April 25, 2016, to the Company’s 1989 Employee Stock Purchase Plan. * | 8-K | 99.1 | April 28, 2016 |
| 99.2 | Consent Agreement, dated October 24, 2022, by and between CBG Holdings LLC, Greenstar Canada Investment Limited Partnership and Canopy. † | 8-K | 99.2 | October 26, 2022 |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (filed herewith). | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed herewith). | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith). | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith). | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith). | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||
- Designates management contract or compensatory plan or arrangement.
† The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the SEC upon request.
- Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The Company agrees, upon request of the SEC, to furnish copies of each instrument that defines the rights of holders of long-term debt of the Company or its subsidiaries that is not filed herewith pursuant to Item 601(b)(4)(iii)(A) because the total amount of long-term debt authorized under such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONSTELLATION BRANDS, INC. | |
| By: | /s/ William A. Newlands |
| William A. NewlandsPresident and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ William A. Newlands | /s/ Garth Hankinson |
|---|---|
| April 23, 2024 | April 23, 2024 |
| William A. Newlands, Director, Presidentand Chief Executive Officer (principalexecutive officer) | Garth Hankinson, Executive VicePresident and Chief Financial Officer(principal financial officer andprincipal accounting officer) |
| /s/ Christopher J. Baldwin | /s/ Christy Clark |
| April 23, 2024 | April 23, 2024 |
| Christopher J. Baldwin, Director andNon-Executive Chair of the Board | Christy Clark, Director |
| /s/ Jennifer M. Daniels | /s/ Nicholas I. Fink |
| April 23, 2024 | April 23, 2024 |
| Jennifer M. Daniels, Director | Nicholas I. Fink, Director |
| /s/ William T. Giles | /s/ Ernesto M. Hernández |
| April 23, 2024 | April 23, 2024 |
| William T. Giles, Director | Ernesto M. Hernández, Director |
| /s/ José Manuel Madero Garza | /s/ Daniel J. McCarthy |
|---|---|
| April 23, 2024 | April 23, 2024 |
| José Manuel Madero Garza, Director | Daniel J. McCarthy, Director |
| /s/ Robert Sands | /s/ Richard Sands |
| April 23, 2024 | April 23, 2024 |
| Robert Sands, Director | Richard Sands, Director |
| /s/ Judy A. Schmeling | /s/ Luca Zaramella |
| April 23, 2024 | April 23, 2024 |
| Judy A. Schmeling, Director | Luca Zaramella, Director |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.