MOLSON COORS BEVERAGE CO
For the period ended May 15, 2023. Filed Apr 3, 2024.
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May 15, 2023 · Filed Apr 3, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| Filed by the Registrant | Filed by a Party other than the Registrant |
Check the appropriate box:
Preliminary Proxy Statement
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Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
MOLSON COORS BEVERAGE COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Geoffrey E. Molson Chair | David S. Coors Vice Chair | P.O. Box 4030 BC555 Golden, Colorado 80401 USA 111 Blvd. Robert-Bourassa 9th Floor Montréal, Québec H3C 2M1 Canada |
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Dear Fellow Molson Coors Beverage Company Stockholders,
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 15, 2024, at 11:00 a.m., Mountain Daylight Time, at our Golden Brewery, 13 th Street & Ford Street, Golden, Colorado 80401, USA. Molson Coors Beverage Company (Molson Coors, Company, we, us or our) traditionally alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado.
The attached 2024 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company that you should consider when you vote your shares.
2023 – Another Year of Growth(1)
Molson Coors delivered an incredible year of growth in 2023. We entered the year with strong momentum built on: the strength of our core power brands; our rapidly growing above premium portfolio; our enhanced commercial and supply chain capabilities; and our vastly improved financial flexibility. By capitalizing on that momentum in 2023, we were able to achieve our second consecutive year of both top- and bottom-line growth with net sales revenue growth of 9.3% and underlying income before income tax growth of 36.9%(2), both on a constant currency basis(3). This is an excellent illustration of our strategy at work.
Molson Coors achieved brand volume, volume share, and net sales growth in each of its three largest global markets in 2023. We have beloved and iconic brands, an exciting innovation pipeline, compelling commercial programing, strong and supportive distributor partners, and the financial flexibility to balance growth with reinvestment. This gives us confidence in our ability to deliver continued growth in 2024.
2023 was certainly an unusual year in the U.S. beer industry, as we saw a major shift in consumer purchasing habits that largely impacted the premium segment. And Molson Coors was well positioned to benefit from this trend. Despite the major shifts in consumer preferences we have seen in U.S. beer, Molson Coors’ positive results were not driven by a few brands or even a single market showing strength. Rather, Molson Coors achieved brand volume, volume share, and net sales growth in each of its three largest global markets in 2023.
To further expand, the net sales revenue growth was driven by: favorable global net pricing; Americas’ volume growth supported by the incredible work of our supply chain team to meet the elevated demand; and, positive sales mix. Furthermore, our cost savings efforts and volume leverage meaningfully offset continued input cost inflation and robust reinvestment in our business to support our strong momentum resulting in significant operating margin expansion.
| (1) | Please refer to our Annual Report on Form 10-K filed on February 20, 2024 for more information regarding our performance and financial results for the year ended December 31, 2023 and comparisons to prior periods. |
| (2) | Underlying income before income taxes is a non-GAAP measure. See Annex A to the accompanying Proxy Statement for the definition of underlying income before income taxes as well as a reconciliation to the most directly comparable generally accepted accounting principles (GAAP) measure. |
| (3) | Constant currency is a non-GAAP measure. See Annex A to the accompanying Proxy Statement for the definition of constant currency. |
| MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 2 |
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Underpinning our performance were our core power brands.Coors Light andMiller Lite grew U.S. brand volumes close to double digits andCoors Banquet performed even better.Molson Canadian brands,Carling, andOžujsko, which are leaders in their respective markets, also performed strongly. And our highly successful above premium innovations likeSimply Spiked andMadrí also contributed to our positive results.
Our work over the last several years has enabled us to improve our position in the industry, strengthen our balance sheet, invest in the growth of our business and our people, and drive shareholder value.
In 2023, we deployed nearly $700 million in capital primarily to support productivity improvements and cost savings, and enhance our capabilities. And, under our string of pearls approach to M&A, we advanced our strategic growth initiatives with the acquisition of Blue Run Spirits and the increase of our investment in ZOA energy drinks. We also continued to reduce our net debt. At year end, we had lowered our net debt to underlying EBITDA ratio to 2.2x, which aligns with our long-term target of less than 2.5x(4). Additionally, we returned significant cash to our shareholders. We again raised our dividend in 2023, increasing it by 8%, and announced a new and meaningfully larger share repurchase program in October. We intend to execute our newly authorized $2 billion repurchase program in a systemic and opportunistic way over its five-year term.
Advancing Toward our Sustainability Goals
As one of the world’s largest global beverage companies, we have a long history of sustainability and are committed to driving long-lasting, meaningful change by incorporating sustainability into our business, as detailed inOur Imprint Report(5). We are making progress against our goals through 2025 and working to expand our strategy through 2030.
In fact, in an effort to best ensure we have strong oversight and management of our programs and accelerate progress toward our 2025 goals, starting in 2022 and continuing in 2023 and 2024, we have based a portion of the short-term compensation for the top senior leaders in our organization on a number of quantitative People & Planet metrics, including emissions, water use, employee culture, and safety.
Looking Ahead – Confident in Continued Growth
We enter 2024 with significant momentum that we expect to continue. We have beloved and iconic brands, an exciting innovation pipeline, compelling commercial programing, strong and supportive distributor partners, and the financial flexibility to balance growth with reinvestment. This gives us confidence in our ability to deliver continued growth in 2024.
Of course, none of this would be possible without the contributions of our over 16,000 dedicated employees, our valued partners, and our best-in-class and supportive customer network. We are thankful to you all for your enduring support.
As is noted in our proxy materials, Louis Vachon retired from the Board in December 2023. Louis has been an invaluable member of our Board for more than a decade, and his insight, candor and expertise have bettered Molson Coors in countless ways. We are grateful for his positive impact on our business. We are also excited to welcome Jill Timm as a new Director of Molson Coors. Jill was appointed to the Board in December 2023 and will be standing for election for the first time. Her experience across finance, accounting, tax, investor relations, and corporate strategy is both broad and deep, and her perspective will be valuable as Molson Coors looks to accelerate its growth in 2024 and beyond.
We look forward to welcoming you to the Annual Meeting and encourage you to review our proxy materials and the voting instructions on the following pages to ensure that your shares are represented. On behalf of all of us at Molson Coors, we thank you for your continued support.
Sincerely,
| Geoffrey E. Molson Chair | David S. Coors Vice Chair |
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April 3, 2024
| (4) | Net debt and net debt to underlying earnings before interest, taxes, depreciation, and amortization are non-GAAP measures. See Annex A to the accompanying Proxy Statement for the definition of net debt and net debt to underlying earnings before interest, taxes, depreciation, and amortization as well as a reconciliation to the most directly comparable GAAP measure. |
| (5) | The information provided in Our Imprint Report is not part of the accompanying Proxy Statement and is not incorporated by reference as part of the Proxy Statement. |
| MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 3 |
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Special Note Regarding Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.
Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forward-looking statements. Words such as “expects,” “intend,” “goals,” “plans,” “believes,” “continues,” “may,” “anticipate,” “seek,” “estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,” “strategies,” “implies,” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking and other statements in this Proxy Statement regarding our environmental and sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (SEC).
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 and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
| MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 4 |
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Table of Contents
| 2024 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 7 |
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| PROXY STATEMENT | 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 |
| COMPENSATION DISCUSSION AND ANALYSIS (CD&A) | 46 |
| Introduction | 46 |
| Executive Summary | 46 |
| 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 OWNERSHIP | 80 |
| QUESTIONS AND ANSWERS | 82 |
| MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 5 |
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| Proxy Materials and Voting Information | 82 |
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| Corporate Structure, Common Stock and Exchangeable Shares | 89 |
| Board Communications, Stockholder Proposals and Company Documents | 91 |
| OTHER 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 |
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