June
17, 2005
To
Our Stockholders:
You
are cordially invited to attend the Annual Meeting of Stockholders of
Constellation Brands, Inc. at the Rochester
Riverside Convention Center,
123 Main Street, Rochester, New York, on Thursday, July 28, 2005 at
11:00
a.m. (local time).
The
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement
describe in detail the matters expected to be acted upon at the meeting.
Also
contained in this package is the Company’s 2005 Annual Report to Stockholders
that contains important business and financial information concerning the
Company.
We
hope you are able to attend this year’s Annual Meeting.
Very
truly
yours,
/s/
Richard Sands
RICHARD
SANDS
Chairman
of the Board
and
Chief Executive
Officer
Please
note that the Rochester Riverside Convention Center is located at the corner
of
Main Street and South Avenue in downtown Rochester, New York. Parking is
available at the South Avenue garage, to which entrances are on South Avenue,
Stone Street and Court Street. Additional parking is also available at other
public garages in the area.
CONSTELLATION
BRANDS, INC.
_________________________________________________________
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD JULY 28, 2005
_________________________________________________________
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of CONSTELLATION
BRANDS,
INC. (the “Company”) will be held at the Rochester Riverside Convention Center,
123 Main Street, Rochester, New York, on Thursday, July 28, 2005 at 11:00
a.m.
(local time) for the following purposes more fully described in the accompanying
Proxy Statement:
|
1.
|
To
elect directors of the Company (Proposal No. 1).
|
|
2.
|
To
consider and act upon a proposal to ratify the selection of KPMG
LLP,
Certified Public Accountants, as the Company’s independent public
accountants for the fiscal year ending February 28, 2006 (Proposal
No.
2).
|
|
3.
|
To
consider and act upon a proposal to amend the Company’s Restated
Certificate of Incorporation to increase the number of authorized
shares
of the Company’s Class A Common Stock from 275,000,000 shares to
300,000,000 shares (Proposal No.
3).
|
|
4.
|
To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
|
The
Board of Directors has fixed the close of business on May 31, 2005 as the
record
date for the determination of stockholders entitled to notice of and to vote
at
the Annual Meeting or any adjournment thereof.
A
Proxy Statement and proxy card are enclosed.
WE
HOPE YOU WILL ATTEND THIS MEETING IN PERSON, BUT IF YOU CANNOT, PLEASE SIGN
AND
DATE THE ENCLOSED PROXY CARD. RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
BY
ORDER OF THE BOARD
OF DIRECTORS
/s/
David S.
Sorce
DAVID
S. SORCE, Secretary
Fairport,
New York
June
17, 2005
[This
Page Intentionally Left Blank]
CONSTELLATION
BRANDS, INC.
370
Woodcliff Drive, Suite 300
Fairport,
New York 14450
___________________________
PROXY STATEMENT
___________________________
2005
ANNUAL MEETING OF STOCKHOLDERS
This
Proxy Statement is being furnished to the stockholders of the common stock
of
CONSTELLATION BRANDS, INC. (the “Company”) in connection with the solicitation
of proxies by the Board of Directors of the Company. The proxies are for
use at
the 2005 Annual Meeting of Stockholders of the Company and at any adjournment
thereof (the “Meeting”). The Meeting will be held on Thursday, July 28, 2005 at
11:00 a.m. (local time) at the Rochester Riverside Convention Center, 123
Main
Street, Rochester, New York.
The
shares represented by your proxy, if the proxy is properly executed and
returned, and not revoked, will be voted at the Meeting as therein specified.
You may revoke your proxy at any time before the proxy is exercised by
delivering to the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date. You may also revoke your proxy by attending
the Meeting and voting in person.
The
shares represented by your proxy will be voted FOR
the election of the director nominees named herein (Proposal No. 1), unless
you
specifically withhold authority to vote for one or more of the director
nominees. Further, unless you indicate otherwise, the shares represented
by your
proxy will be voted FOR
the ratification of the selection of KPMG LLP as the Company’s independent
public accountants for the fiscal year ending February 28, 2006 (Proposal
No. 2)
and FOR
the approval of the proposal to amend the Company’s Restated Certificate of
Incorporation, which would include a vote FOR
the approval to increase the number of authorized shares of the Company’s Class
A Common Stock from 275,000,000 shares to 300,000,000 shares (Proposal No.
3).
The
outstanding capital common stock of the Company consists of Class A Common
Stock, par value $.01 per share (“Class A Stock”), and Class B Common Stock, par
value $.01 per share (“Class B Stock”). The enclosed proxy card has been
designed so that it can be used by stockholders owning any combination of
the
Company’s outstanding Class A Stock and Class B Stock. All
share, option and similar information included in this Proxy Statement reflects
the effect of the Company’s two-for-one stock splits that were distributed in
the form of stock dividends on May 13, 2002 and May 13, 2005 to stockholders
of
record on April 30, 2002, and April 29, 2005,
respectively.
This
Proxy Statement and the accompanying proxy card are being first mailed to
stockholders on or about June 24, 2005.
The
cost of soliciting proxies will be borne by the Company. In addition to
solicitation by use of the mail, directors, officers or regular employees
of the
Company, without extra compensation, may solicit proxies in person or by
telephone, facsimile, Internet or electronic mail. The Company has requested
persons holding stock for others in their names or in the names of nominees
to
forward these materials to the beneficial owners of such shares. If requested,
the Company will reimburse such persons for their reasonable expenses in
forwarding these materials.
VOTING
SECURITIES
The
total outstanding capital common stock of the Company, as of May 31, 2005
(the
“Record Date”), consisted of 195,947,790 shares of Class A Stock and 23,951,260
shares of Class B Stock. Each share of Class B Stock is convertible into
one
share of Class A Stock at any time at the option of the holder.
Of
the 195,947,790 shares of Class A Stock outstanding on the Record Date,
2,477,534 shares were held by CHESS
Depositary Nominees Pty Ltd. (ACN 071 346 506) (“CDN”), a wholly-owned
subsidiary of the Australian
Stock Exchange Limited (ACN 008 624 691) (the “ASX”).
CDN has
issued Constellation CHESS Depositary Interests (“Constellation CDIs”) that
represent beneficial interests in the Class A Stock held by CDN. Constellation
CDIs are traded on the electronic transfer and settlement system operated
by the
ASX. As of the Record Date there were 24,775,340 Constellation CDIs outstanding
that were held by 887 holders of record. All references in this Proxy Statement
to outstanding shares of Class A Stock include the shares of Class A Stock
held
by CDN and all references to holders of Class A Stock include CDN.
Holders
of Constellation CDIs receive all the economic benefits of actual ownership
of
Class A Stock at a ratio of ten (10) Constellation CDIs to each share of
Constellation Class A Stock. Constellation CDIs can be converted to Class
A
Stock at any time at the option of the holder of the Constellation CDI at
a
ratio of one share of Class A Stock for each ten (10) Constellation CDIs.
Holders of Constellation CDIs have
the right
to
attend stockholders’ meetings of the Company and to direct the vote of the
underlying shares of Class A Stock represented by their Constellation CDIs.
CDN,
as the holder of record of the underlying shares of Class A Stock represented
by
the Constellation CDIs, will vote such shares in accordance with the directions
of the holders of the Constellation CDIs. If CDN does not receive a direction
from a holder of Constellation CDIs as to how to vote the underlying shares
represented by those Constellation CDIs, those shares will not be voted and
will
not be considered present at the Meeting for quorum purposes. A holder of
Constellation CDIs will be entitled to vote at the stockholders’ meeting only if
such holder directs CDN to designate such holder as proxy to vote the underlying
shares of Class A Stock represented by the Constellation CDIs held by such
holder. A form to be used to direct CDN how to vote underlying shares of
Class A
Stock represented by Constellation CDIs is being delivered with this Proxy
Statement to each holder of Constellation CDIs.
Only
holders of record of Class A Stock and Class B Stock on the books of the
Company
at the close of business on May 31, 2005, the Record Date for eligibility
to
vote at the Meeting, are entitled to notice of and to vote at the Meeting
and at
any adjournment thereof. Under arrangements established between the Company
and
CDN in connection with the issuance of Constellation CDIs, the holders of
Constellation CDIs are entitled to notice of and to attend the Meeting but
may
only vote at the Meeting as proxy for CDN in the circumstances described
above.
Except as otherwise required by Delaware law, the holders of Class A Stock
and
the holders of Class B Stock vote together as a single class on all matters
other than the election of the group of directors who are elected solely
by the
holders of the Class A Stock. Each holder of Class A Stock is entitled to
one
(1) vote for each share of Class A Stock registered in such holder’s name, and
each holder of Class B Stock is entitled to ten (10) votes for each share
of
Class B Stock registered in such holder’s name. Therefore, holders of Class A
Stock are entitled to cast a total of 195,947,790 votes and holders of Class
B
Stock are entitled to cast a total of 239,512,600 votes at the
Meeting.
The
holders of a majority of the outstanding aggregate voting power of Class
A Stock
(including the underlying shares represented by Constellation CDIs) and
Class B Stock present at the Meeting, in person or by proxy, will
constitute a quorum. Shares represented by proxies marked as abstentions
will be
counted toward determining the presence of a quorum. Proxies relating to
shares
held in “street name” by brokers or other nominees that may be voted with
respect to some, but not all, matters without instruction from the beneficial
owner (“broker non-votes”) are counted as shares present for determining a
quorum. Under the rules of the New York Stock Exchange, brokers and nominees
are
generally permitted to vote with respect to Proposal No. 1 and Proposal No.
2
without receiving direction from the beneficial owner of Class A Stock or
Class
B Stock but are not permitted to vote with respect to Proposal No. 3 unless
such
direction is received. Accordingly, the Company expects to receive broker
non-votes with respect to Proposal No. 3 but does not expect to receive broker
non-votes with respect to Proposal No. 1 or Proposal No. 2 unless one or
more
beneficial owners have withheld discretionary authority from their respective
brokers or nominees.
Under
Delaware law and the Company’s Restated Certificate of Incorporation and
By-laws, directors are elected by a plurality of the votes cast (the highest
number of votes cast) by the holders of the shares entitled to vote, and
actually voting, in person or by proxy. Pursuant to the Company’s Restated
Certificate of Incorporation, the holders of Class A Stock (including the
underlying shares represented by Constellation CDIs), voting as a separate
class, are entitled to elect one-fourth of the number of directors to be
elected
at the Meeting (rounded up to the next number if the total number of directors
to be elected is not evenly divisible by four). The holders of Class A Stock
(including the underlying shares represented by Constellation CDIs) and Class
B
Stock, voting as a single class, are entitled to elect the remaining number
of
directors to be elected at the Meeting, with holders of Class A Stock having
one
(1) vote per share and holders of Class B Stock having ten (10) votes per
share.
Since the Board of Directors nominated seven (7) directors, the holders of
Class
A Stock will be entitled to elect two (2) directors and the holders of Class
A
Stock and Class B Stock, voting as a single class, will be entitled to elect
five (5) directors. Because the directors are elected by a plurality of the
votes cast in each election, votes that are withheld (including broker
non-votes, if any) will not be counted and, therefore, will not affect the
outcome of the elections.
The
ratification of the selection of KPMG LLP as the Company’s independent public
accountants for the fiscal year ending February 28, 2006 (Proposal No. 2)
requires the affirmative vote of a majority of the votes entitled to be cast
by
stockholders present in person or represented by proxy at the Meeting. With
respect to this proposal, holders of Class A Stock (including the underlying
shares represented by Constellation CDIs) and Class B Stock are entitled
to vote
as a single class at the Meeting, with holders of Class A Stock having one
(1)
vote per share and holders of Class B Stock having ten (10) votes per share.
Therefore, abstentions will have the effect of negative votes. However, because
broker non-votes, if any, are not considered entitled to vote, they will
not
affect the outcome of the vote.
The
adoption of the proposal to amend the Company’s Restated Certificate of
Incorporation (Proposal No. 3) requires the affirmative vote of the holders
of a
majority of all outstanding shares of Class A Stock (including the underlying
shares represented by Constellation CDIs) and Class B Stock entitled to vote
thereon, voting together as a single class, with the holders of the Class
A
Stock having one (1) vote per share and the holders of the Class B Stock
having
ten (10) votes per share. Abstentions and broker non-votes, if applicable,
will
therefore have the effect of negative votes.
BENEFICIAL
OWNERSHIP
As
of May 31, 2005, the following tables and notes set forth (i) the persons
known
to the Company to beneficially own more than 5% of Class A Stock or Class
B
Stock, (ii) the number of shares beneficially owned by them, and (iii) the
percent of such class so owned, rounded to the nearest one-tenth of one percent.
This information is based on information furnished to the Company by or on
behalf of each person concerned. Unless otherwise noted, the percentages
of
ownership were calculated on the basis of 195,947,790 shares of Class A Stock
and 23,951,260 shares of Class B Stock outstanding as of the close of business
on May 31, 2005.
Class
A Stock
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership (1)
|
Percent
of
Class
(1)
|
||
|
Sole
Power to
Vote
or Dispose
|
Shared
Power to
Vote
or Dispose
|
Total
|
||
|
Richard
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
2,506,656
(2)
|
601,424
(2)
|
3,108,080
|
1.6%
|
|
Robert
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
2,420,912
(4)
|
601,424
(4)
|
3,022,336
|
1.5%
|
|
CWC
Partnership-I
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
472,376
(5)
|
472,376
|
0.2%
|
|
Trust
for the benefit of Andrew Stern, M.D. under the will
of Laurie
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
472,376
(6)
|
472,376
|
0.2%
|
|
Stockholders
Group Pursuant to
Section
13(d)(3) of the
Securities
Exchange Act of 1934,
as
amended (7)
|
-
|
5,528,992
(7)
|
5,528,992
|
2.8%
|
|
FMR
Corp.
82 Devonshire Street
Boston, MA 02109 (8)
|
(8)
|
(8)
|
15,610,122 (8)
|
7.9%
|
|
Wellington
Management
Company,
LLP
75 State Street
Boston, MA 02109 (9)
|
-
|
(9)
|
11,081,768 (9)
|
5.7%
|
Class
B Stock
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership (1)
|
Percent
of
Class
(1)
|
||
|
Sole
Power to
Vote
or Dispose
|
Shared
Power to
Vote
or Dispose
|
Total
|
||
|
Richard
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
5,908,232
|
10,860,144
(2)
|
16,768,376
|
70.0%
|
|
Robert
Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
5,902,592
|
10,860,144
(4)
|
16,762,736
|
70.0%
|
|
Trust
for the benefit of Andrew Stern,
M.D.
under the will of Laurie Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
6,662,712
(6)
|
6,662,712
|
27.8%
|
|
CWC
Partnership-I
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
6,099,080
(5)
|
6,099,080
|
25.5%
|
|
Trust
for the benefit of the Grandchildren
of
Marvin and Marilyn Sands
370 Woodcliff Drive, Suite 300
Fairport, NY 14450
|
-
|
4,050,000
(10)
|
4,050,000
|
16.9%
|
|
Stockholders
Group Pursuant to
Section
13(d)(3) of the Securities
Exchange
Act of 1934, as amended (7)
|
-
|
22,670,968
(7)
|
22,670,968
|
94.7%
|
______________________________
|
(1)
|
The
number of shares and the percentage of ownership set forth
in the Class A
Stock table includes the number of shares of Class A Stock
that can be
purchased by exercising stock options that are exercisable
on May 31, 2005
or become exercisable within sixty (60) days thereafter
(“presently
exercisable”). Such number does not include the number of option shares
that may become exercisable within sixty (60) days of May
31, 2005 due to
certain acceleration provisions in certain awards, which
accelerations
cannot be foreseen on the date of this Proxy Statement.
Additionally, such
number does not include the shares of Class A Stock issuable
pursuant to
the conversion feature of Class B Stock beneficially owned
by each person.
The number of shares and percentage of ownership assuming
conversion of
Class B Stock into Class A Stock are contained in the footnotes.
For
purposes of calculating the percentage of ownership of
Class A Stock in
the table and in the footnotes, additional shares of Class
A Stock equal
to the number of presently exercisable options and, as
appropriate, the
number of shares of Class B Stock owned by each person
are assumed to be
outstanding pursuant to Rule 13d-3(d)(1) under the Securities
Exchange
Act. Where the footnotes reflect shares of Class A Stock
as being
included, such shares are included only in the Class A
Stock table and
where the footnotes reflect shares of Class B Stock as
being included,
such shares are included only in the Class B Stock table.
As of May 31,
2005, none of the beneficial owners of the Company’s Class A Stock, other
than FMR Corp., have reported any interest in the Company’s 5.75%
Mandatory Convertible Preferred Stock. The information
pertaining to FMR
Corp. is set forth in more detail in footnote (8)
below.
|
|
(2)
|
The
amount reflected as shares of Class A Stock over which
Richard Sands has the sole power to vote or dispose includes
2,059,800
shares of Class A Stock issuable upon the exercise of
options that are
presently exercisable by Mr. Sands. The amounts reflected
as shares over
which Mr. Sands shares power to vote or dispose include,
as applicable,
471,608 shares of Class A Stock and 5,431,712 shares
of Class B Stock
owned by CWC Partnership-I, a New York general partnership
(“CWCP-I”), of
which Richard Sands is a managing partner, 147,432 shares
of Class B Stock
owned by the Marvin Sands Master Trust (the “Master Trust”), of which
Richard Sands is a trustee and beneficiary, 768 shares
of Class A Stock
and 667,368 shares of Class B Stock owned by M, L, R,
& R, a New York
general partnership (“MLR&R”), of which Mr. Sands and the Master Trust
are general partners, 563,632 shares of Class B Stock
owned by CWC
Partnership-II, a New York general partnership (“CWCP-II”), of which Mr.
Sands is a trustee of the managing partner, 4,050,000
shares of Class B
Stock owned by the trust described in footnote (10) below,
and 129,048
shares of Class A Stock owned by the Mac and Sally Sands
Foundation,
Incorporated, a Virginia corporation (the “Sands Foundation”), of which
Mr. Sands is a director and officer. Mr. Sands disclaims
beneficial
ownership of all of the foregoing shares except to the
extent of his
ownership interest in CWCP-I and MLR&R and his beneficial interest in
the Master Trust. The amounts reflected do not include
29,120 shares of
Class A Stock owned by Mr. Sands’ wife, individually and as custodian for
their children, the remainder interest Mr. Sands has
in 1,433,336 of the
4,300,008 shares of Class A Stock subject to the life
estate held by
Marilyn Sands described in footnote (3) below or the
remainder interest of
CWCP-II in 1,447,812 of such shares. Mr. Sands disclaims
beneficial
ownership with respect to all such shares. Assuming the
conversion of
Class B Stock beneficially owned by Mr. Sands into Class
A Stock, Mr.
Sands would beneficially own 19,876,456 shares of Class
A Stock,
representing 9.3% of the outstanding Class A Stock after
such
conversion.
|
|
(3)
|
Marilyn
Sands is the beneficial owner of a life estate in
4,300,008 shares of Class A Stock that includes the right
to receive
income from and the power to vote and dispose of such
shares. The
remainder interest in such shares is held by Richard
Sands, Robert Sands
and CWCP-II.
|
|
(4)
|
The
amount reflected as shares of Class A Stock over which
Robert Sands has the sole power to vote or dispose includes
1,838,600
shares of Class A Stock issuable upon the exercise of
options that are
presently exercisable by Mr. Sands. The amounts reflected
as shares over
which Mr. Sands shares power to vote or dispose include,
as applicable,
471,608 shares of Class A Stock and 5,431,712 shares
of Class B Stock
owned by CWCP-I, of which Robert Sands is a managing
partner, 147,432
shares of Class B Stock owned by the Master Trust, of
which Robert Sands
is a trustee and beneficiary, 768 shares of Class A Stock
and 667,368
shares of Class B Stock owned by MLR&R, of which Mr. Sands and the
Master Trust are general partners, 563,632 shares of
Class B Stock owned
by CWCP-II, of which Mr. Sands is a trustee of the managing
partner,
4,050,000 shares of Class B Stock owned by the trust
described in footnote
(10) below, and 129,048 shares of Class A Stock owned
by the Sands
Foundation, of which Mr. Sands is a director and officer.
Mr. Sands
disclaims beneficial ownership of all of the foregoing
shares except to
the extent of his ownership interest in CWCP-I and MLR&R and his
beneficial interest in the Master Trust. The amounts
reflected do not
include 183,520 shares of Class A Stock owned by Mr.
Sands’ wife,
individually and as custodian for their children, the
remainder interest
Mr. Sands has in 1,418,860 of the 4,300,008 shares of
Class A Stock
subject to the life estate held by Marilyn Sands described
in footnote (3)
above or the remainder interest of CWCP-II in 1,447,812
of such shares.
Mr. Sands disclaims beneficial ownership with respect
to all such shares.
Assuming the conversion of Class B Stock beneficially
owned by Mr. Sands
into Class A Stock, Mr. Sands would beneficially own
19,785,072 shares of
Class A Stock, representing 9.2% of the outstanding Class
A Stock after
such conversion.
|
|
(5)
|
The
amounts reflected include, as applicable, 768 shares
of
Class A Stock and 667,368 shares of Class B Stock owned
by MLR&R, of
which CWCP-I is a general partner. The shares owned by
CWCP-I are included
in the number of shares beneficially owned by Richard
Sands and Robert
Sands, the managing partners of CWCP-I, the Marital Trust
(defined in
footnote (6) below), a partner of CWCP-I which owns a
majority in interest
of the CWCP-I partnership interests, and the group described
in footnote
(7) below. The other partners of CWCP-I are trusts for
the benefit of
Laurie Sands’ children. Assuming the conversion of Class B Stock
beneficially owned by CWCP-I into Class A Stock, CWCP-I
would beneficially
own 6,571,456 shares of Class A Stock, representing 3.3%
of the
outstanding Class A Stock after such
conversion.
|
|
(6)
|
The
amounts reflected include, as applicable, 471,608 shares
of Class A Stock and 5,431,712 shares of Class B Stock
owned by CWCP-I, in
which the Trust for the benefit of Andrew Stern, M.D.
under the will of
Laurie Sands (the “Marital Trust”) is a partner and owns a majority in
interest of the CWCP-I partnership interests, 563,632
shares of Class B
Stock owned by CWCP-II, in which the Marital Trust is
a partner and owns a
majority in interest of the CWCP-II partnership interests,
and 768 shares
of Class A Stock and 667,368 shares of Class B Stock
owned by MLR&R,
of which CWCP-I is a general partner. The Marital Trust
disclaims
beneficial ownership with respect to all of the foregoing
shares except to
the extent of its ownership interest in CWCP-I and CWCP-II.
The amounts
reflected do not include the remainder interest CWCP-II
has in 1,447,812
of the 4,300,008 shares of Class A Stock subject to the
life estate held
by Marilyn Sands described in footnote (3) above. The
Marital Trust
disclaims beneficial ownership with respect to all such
shares. Assuming
the conversion of Class B Stock beneficially owned by
the Marital Trust
into Class A Stock, the Marital Trust would beneficially
own 7,135,088
shares of Class A Stock, representing 3.5% of the outstanding
Class A
Stock after such conversion.
|
|
(7)
|
The
group, as reported, consists of Richard Sands, Robert
Sands, CWCP-I, CWCP-II, and the trust described in footnote
(10)
(collectively, the “Group”). The basis for the Group consists of: (i) a
Stockholders Agreement among Richard Sands, Robert Sands
and CWCP-I and
(ii) the fact that the familial relationship between
Richard Sands and
Robert Sands, their actions in working together in the
conduct of the
business of the Company and their capacity as partners
and trustees of the
other members of the Group may be deemed to constitute
an agreement to
“act in concert” with respect to the Company’s shares. The members of the
Group disclaim that an agreement to act in concert exists.
Except with
respect to the shares subject to the Stockholders Agreement,
the shares
owned by CWCP-I and CWCP-II, and the shares held by the
trust described in
footnote (10) below and the Master Trust, no member of
the Group is
required to consult with any other member of the Group
with respect to the
voting or disposition of any shares of the Company. Assuming
the
conversion of Class B Stock beneficially owned by the
Group into Class A
Stock, the Group would beneficially own 28,199,960 shares
of Class A
Stock, representing 12.7% of the outstanding Class A
Stock after such
conversion. Of the shares of Class A Stock and Class
B Stock held by the
Group, 1,300,000 shares of Class A Stock
and 4,200,771
shares of Class B Stock have been pledged under a credit
facility with a
financial institution by certain members of the Group
as collateral for
loans made to such members of the Group and certain other
Sands-related
entities. In the event of noncompliance with certain
covenants under the
credit facility, the financial institution has the right
to sell the
pledged shares subject to certain protections afforded
to the
pledgors.
|
|
(8)
|
The
number of shares equals the number of shares of Class
A
Stock reported to be beneficially owned by FMR Corp.,
Edward C. Johnson 3d
and Abigail P. Johnson (collectively, “FMR”) in its Schedule 13G
(Amendment No. 3) dated February 14, 2005, filed with
the Securities and
Exchange Commission, and is also adjusted to reflect
the effect of the
Company’s two-for-one stock split that was distributed in the
form of a
stock dividend on May 13, 2005 (“2005 Stock Split”). The percentage of
ownership reflected in the table is calculated on the
basis of 195,947,790
shares of Class A Stock outstanding on May 31, 2005 and
includes the
additional shares of Class A Stock resulting from the
assumed conversion
of the Company’s Depositary Shares held by FMR (as described below).
The
Schedule 13G (Amendment No. 3), as adjusted for the 2005
Stock Split,
indicates that of the 15,610,122 shares beneficially
owned by FMR, through
its control of Fidelity Management & Research Company, FMR has sole
dispositive power with respect to 14,847,282 shares (which
includes
582,382 shares of Class A Stock resulting from the assumed
conversion of
Company Depositary Shares, each representing 1/40 of
a share of the
Company’s 5.75% Series A Mandatory Convertible Preferred Stock,
that are
beneficially owned by FMR), through its control of Fidelity
Management
Trust Company, FMR has sole dispositive and voting power
with respect to
549,240 shares, and through other relationships, FMR
has sole dispositive
and voting power with respect to 213,600 shares. For
further information
pertaining to FMR, reference should be made to FMR’s Schedule 13G
(Amendment No. 3) filed with the Securities and Exchange
Commission. With
respect to the information contained herein pertaining
to shares of Class
A Stock beneficially owned by FMR, the Company has relied
solely on the
information reported in FMR’s Schedule 13G (Amendment No. 3) and has not
independently verified FMR’s beneficial ownership as of May 31, 2005.
|
|
(9)
|
The
number of shares equals the number of shares of Class
A
Stock reported to be beneficially owned by Wellington
Management Company,
LLP (“WMC”) in its Schedule 13G (Amendment No. 3) dated February
14, 2005,
filed with the Securities and Exchange Commission, and
is also adjusted to
reflect the effect of the 2005 Stock Split. The percentage
of ownership
reflected in the table is calculated on the basis of
195,947,790 shares of
Class A Stock outstanding on May 31, 2005. The Schedule
13G (Amendment No.
3), as adjusted for the 2005 Stock Split, indicates that
of the 11,081,768
shares beneficially owned by WMC in its capacity as an
investment advisor,
WMC has shared voting power with respect to 8,923,404
shares and has
shared dispositive power with respect to 11,081,768 shares.
For further
information pertaining to WMC, reference should be made
to WMC’s Schedule
13G (Amendment No. 3) filed with the Securities and Exchange
Commission.
With respect to the information contained herein pertaining
to shares of
Class A Stock beneficially owned by WMC, the Company
has relied solely on
the information reported in WMC’s Schedule 13G (Amendment No. 3) and has
not independently verified WMC’s beneficial ownership as of May 31, 2005.
|
|
(10)
|
The
trust was created by Marvin Sands under the terms of
an
Irrevocable Trust Agreement dated November 18, 1987 (the
“Trust”). The
Trust is for the benefit of the present and future grandchildren
of Marvin
and Marilyn Sands. The Co-Trustees of the Trust are Richard
Sands and
Robert Sands. Unanimity of the Co-Trustees is required
with respect to
voting and disposing of Class B Stock owned by the Trust.
The shares owned
by the Trust are included in the number of shares beneficially
owned by
Richard Sands, Robert Sands and the Group. Assuming the
conversion of
Class B Stock beneficially owned by the Trust into Class
A Stock, the
Trust would beneficially own 4,050,000 shares of Class
A Stock,
representing 2.0% of the outstanding Class A Stock after
such
conversion.
|
EXECUTIVE
COMPENSATION
Summary
Compensation
The
following table summarizes the annual and long-term compensation
paid to the
Company’s Chief Executive Officer and the other four most highly compensated
executive officers (as determined at the end of the fiscal year ended
February
28, 2005 (collectively, the “Named Executives”)) for the fiscal years ended
February 28, 2005, February 29, 2004 and February 28, 2003.
Summary
Compensation Table
|
Annual
Compensation
|
Long-Term
Compensation
Awards
(2)
|
|||||
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Other
Annual Compen-
sation
(1)
|
Securities
Underlying
Options
(3)
|
All
Other
Compen-
sation
(4)
|
|
Richard
Sands,
Chairman
of the Board and
Chief Executive Officer
|
2005
2004
2003
|
$
950,000
875,500
850,000
|
$1,154,250
868,715
1,108,613
|
$
121,524 (5)
88,729
(5)
104,002
(5)
|
282,800
212,200
-
|
$
77,620
64,514
70,313
|
|
Robert
Sands,
President
and Chief
Operating
Officer
|
2005
2004
2003
|
$
750,000
618,000
600,000
|
$
911,250
613,211
782,550
|
$
113,850 (6)
-
54,493
(6)
|
231,800
167,600
-
|
$
62,431
46,497
49,735
|
|
Stephen
B. Millar,
Chief
Executive Officer,
Constellation Wines
(7)
|
2005
2004
2003
|
$
652,834
553,703
-
|
$
590,684
263,452
-
|
$ 54,934 (8)
98,796
(8)
-
|
141,400
431,212
-
|
$ 128,893
139,023
-
|
|
Alexander
L. Berk,
Chief
Executive Officer,
Constellation Beers and Spirits
(9)
|
2005
2004
2003
|
$
562,277
545,900
530,000
|
$
630,200
610,731
567,784
|
-
-
-
|
84,600
81,000
-
|
$
52,267
50,352
51,874
|
|
Thomas
S. Summer,
Executive
Vice President and
Chief Financial Officer
|
2005
2004
2003
|
$
424,360
412,000
400,000
|
$
412,478
327,046
382,580
|
-
-
-
|
103,800
123,000
-
|
$
37,778
32,997
34,899
|
________________________
|
(1)
|
None
of the Named Executives, other than as indicated,
received any individual perquisites or other personal
benefits exceeding
the lesser of $50,000 or 10% of the total salary
and bonus reported for
such executive officer during the periods covered
by the Summary
Compensation Table.
|
|
(2)
|
None
of the Named Executives received any restricted stock
awards or any pay-outs under long-term incentive
plans during the periods
covered by the Summary Compensation Table.
|
|
(3)
|
The
securities consist of shares of Class A Stock underlying
stock options.
|
|
(4)
|
Amounts
reported for 2005 consist
of:
|
|
•
|
Company
401(k) contributions under the Company’s 401(k) and
Profit Sharing Plan: Richard Sands $6,494; Robert Sands
$6,277; Alexander
Berk $6,150; and Thomas Summer
$6,002.
|
|
•
|
Company
profit sharing contributions under the Company’s
401(k) and Profit Sharing Plan: Richard Sands $15,355;
Robert Sands
$15,355; Alexander Berk $16,810; and Thomas Summer
$15,355.
|
|
•
|
Company
contributions under the Company’s 2005 Supplemental
Executive Retirement Plan: Richard Sands $55,771;
Robert Sands $40,799;
Alexander Berk $29,307; and Thomas Summer $16,421.
|
| • | Company contributions to the Superannuation Plan for Stephen Millar: $128,893. |
|
(5)
|
The
amounts shown include $114,324 in 2005, $83,959 in
2004
and $94,080 in 2003 for use of the corporate
aircraft.
|
|
(6)
|
The
amounts shown include $105,564 in 2005 and $54,267
in
2003 for use of the corporate aircraft. No amount is
shown for use of the
corporate aircraft in 2004.
|
|
(7)
|
Mr.
Millar joined the Company in April 2003 with the
acquisition of BRL Hardy Limited (now known as Hardy
Wine Company Limited)
at which time he became an executive officer of the
Company. Mr. Millar
remains an employee of Hardy Wine Company Limited.
The reported
information for 2004 is the amount paid to him during
the portion of the
2004 fiscal year that he was an executive officer of
the Company. Mr.
Millar is paid in Australian dollars. The amounts appearing
in the table
and footnotes are converted into United States dollars
using the weighted
average exchange rate for the indicated fiscal year.
Specifically, amounts
were converted to US dollars from Australian dollars
at the weighted
average exchange rate of 0.7385 for 2005 and the weighted
average exchange
rate of 0.7057 for 2004.
|
|
(8)
|
The
amounts shown include use of a motor vehicle in the
amount of $42,301 in 2005 and $29,826 in 2004 and air
transportation
services in the amount of $55,184 in
2004.
|
|
(9)
|
Mr.
Berk is employed by Barton Incorporated, a wholly-owned
subsidiary of the Company. Mr. Berk is also President
and Chief Executive
Officer of Barton Incorporated.
|
Stock
Options
The
following table contains information concerning stock option
grants to the Named
Executives during the fiscal year ended February 28, 2005. No
stock appreciation
rights ("SARs") were granted to any of the Named Executives in
that year. The
columns labeled "Potential Realizable Value" are based on hypothetical
5% and
10% growth assumptions, as required by the Securities and Exchange
Commission.
The Company cannot predict the actual growth rate of its Common
Stock.
Option
Grants In Last Fiscal Year
|
Individual
Grants
|
Potential
Realizable
Value
at Assumed
Annual
Rates
of
Stock Price
Appreciation
for
Option
Term
|
|||||
|
Name
|
Number
of
Securities
Underlying
Options
Granted
(1)
|
%
of Total
Options
Granted to
Employees
in
Fiscal
Year
|
Exercise
or Base Price ($/Sh) (2)
|
Expiration
Date
|
||
|
5%
|
10%
|
|||||
|
Richard
Sands
|
242,800
(3)
|
3.6
%
|
$
16.63
|
04/06/14
|
$
2,539,328
|
$
6,435,156
|
|
40,000
(4)
|
0.6
%
|
$
23.02
|
12/23/14
|
$
579,086
|
$
1,467,518
|
|
|
Robert
Sands
|
191,800
(3)
|
2.8
%
|
$
16.63
|
04/06/14
|
$
2,005,944
|
$
5,083,455
|
|
40,000
(4)
|
0.6
%
|
$
23.02
|
12/23/14
|
$
579,086
|
$
1,467,518
|
|
|
Stephen
B. Millar
|
101,400
(3)
|
1.5
%
|
$
16.63
|
04/06/14
|
$
1,060,494
|
$
2,687,499
|
|
40,000
(4)
|
0.6
%
|
$
23.02
|
12/23/14
|
$
579,086
|
$
1,467,518
|
|
|
Alexander
L. Berk
|
84,600
(3)
|
1.2
%
|
$
16.63
|
04/06/14
|
$
884,791
|
$
2,242,233
|
|
Thomas
S. Summer
|
63,800
(3)
|
0.9
%
|
$
16.63
|
04/06/14
|
$
667,253
|
$
1,690,951
|
|
40,000
(4)
|
0.6
%
|
$
23.02
|
12/23/14
|
$
579,086
|
$
1,467,518
|
|
_______________________________
|
(1)
|
The
securities consist of shares of Class A Stock
underlying
non-qualified stock options that were granted
pursuant to the Company’s
Long-Term Stock Incentive Plan, as amended (the
“LTSIP Plan”) or the
Company’s Incentive Stock Option Plan, as amended (the
“ISOP Plan”). The
stock options were granted for terms of no greater
than 10 years, subject
to earlier termination upon the occurrence of
certain events related to
termination of employment. Under the LTSIP Plan
and the ISOP Plan, the
vesting of stock options accelerates in the event
of a change of control,
as defined in the LTSIP Plan and the ISOP Plan.
|
|
(2)
|
The
exercise price per share of each option is equal
to the
closing market price of a share of Class A Stock
on the date of grant.
|
|
(3)
|
This
option is 100% vested and fully exercisable.
|
|
(4)
|
This
option vests and becomes fully exercisable on
December
23, 2008, unless it becomes exercisable on an
earlier date as follows: (i)
25% of this option has become exercisable; (ii)
an additional 25% of this
option will become exercisable after the fair
market value of a share of
Class A Stock has been at least $30.45 for fifteen
(15) consecutive
trading days; and (iii) the remaining 50% of
this option will become
exercisable after the fair market value of a
share of Class A Stock has
been at least $35.01 for fifteen (15) consecutive
trading days.
|
The
following table sets forth information regarding: (i) shares
acquired and the
value realized upon the exercise of stock options by the Named
Executives during
the fiscal year ended February 28, 2005; and (ii) the number
and value of
exercisable and unexercisable stock options held by the Named
Executives as of
February 28, 2005. There are no outstanding SARs.
Aggregated
Option Exercises In Last Fiscal Year
And
Fiscal Year-End Option Values
|
Name
|
Shares
Acquired on Exercise
|
Value
Realized
|
Number
of Securities
Underlying
Unexercised
Options
at
FY-End (1)
|
Value
of Unexercised
In-the-Money
Options
at
FY-End (2)
|
||
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
|
Richard
Sands
|
-
|
-
|
2,093,680
|
99,720
|
$
40,225,629
|
$
1,110,160
|
|
Robert
Sands
|
-
|
-
|
1,872,480
|
99,720
|
$
36,568,851
|
$
1,110,160
|
|
Stephen
B. Millar
|
50,000
|
$ 336,526
|
307,642
|
214,970
|
$
4,112,566
|
$
2,697,080
|
|
Alexander
L. Berk
|
402,560
|
$
5,628,668
|
564,800
|
14,080
|
$
9,659,205
|
$
281,811
|
|
Thomas
S. Summer
|
-
|
-
|
557,320
|
94,920
|
$
9,763,919
|
$
1,024,024
|
________________________
|
(1)
|
The
securities consist of shares of Class A
Stock
underlying stock options that were granted
pursuant to Company plans that
were approved by its stockholders.
|
|
(2)
|
The
indicated dollar values are calculated by determining
the difference between the closing price of
the Class A Stock on the New
York Stock Exchange at the end of fiscal 2005
and the exercise price of
each indicated option.
|
Hardy
Wine Company Superannuation Plan
Mr.
Millar participates in the defined benefit component
of the Hardy Wine Company
(“Hardy”) Superannuation Plan (the “Hardy Plan”), which provides for a lump sum
payment to him upon his retirement from Hardy. This
benefit will be an amount
equal to twenty percent of (i) Mr. Millar’s average salary (salary being the
same for purposes of the Hardy Plan as that which appears
in the Summary
Compensation Table above) for his three final years
of employment prior to
retirement (“final average salary”), multiplied by (ii) Mr. Millar’s years of
service with Hardy. As of February 28, 2005, Mr. Millar
was credited with 14
years of service for purposes of the Hardy Plan. Based
on service through
February 28, 2005, the Company estimates that the amount
of the benefit to which
Mr. Millar would be entitled if he had then retired
would be AUD$2,190,826. The
Company estimates that the retirement benefit under
the Hardy Plan for Mr.
Millar, assuming that he continues in Hardy’s employ to age 65 (the normal
retirement date for purposes of the Hardy Plan) and
that his final average
salary for purposes of calculating his benefit amount
is twenty percent greater
than his current salary, would be AUD$3,599,995. Such
amounts are not subject to
deduction or offset for any other private or public
retirement benefit to which
Mr. Millar is entitled. If converted into United States
dollars using the
weighted average exchange rate for the 2005 fiscal
year, these amounts would be,
respectively, $1,617,925 and $2,658,596.
Report
with Respect to Executive Compensation
The
following report is required by the Securities and
Exchange Commission’s
executive compensation rules in order to standardize
the reporting of executive
compensation by public companies. This information
shall not be deemed
incorporated by reference in any filing under the federal
securities laws by
virtue of any general incorporation of this Proxy Statement
by reference and
shall not otherwise be treated as filed under the securities
laws.
General
The
Human Resources Committee of the Board of Directors
administers the Company’s
executive compensation program. The Human Resources
Committee is composed of
Jeananne Hauswald, Thomas McDermott and Paul Smith,
each of whom is
an
independent, non-management
director.
The
objectives of the Company’s executive compensation program are to (i) be
competitive with the pay practices of other companies
of comparable size and
status, including those in the beverage alcohol industry,
and (ii) attract,
motivate and retain key executives who are vital to
the long-term success of the
Company. As discussed in detail below, the Company’s executive compensation
program consists of both fixed (base salary) and variable,
incentive-based
compensation elements. These elements are designed
to operate together to
comprise performance-based annual cash compensation
and stock-based compensation
which align the interests of the Company’s executives with the interests of its
stockholders.
Executive
incentive compensation is determined in light of the
Company’s performance
during the fiscal year and takes into account compensation
data of comparable
companies. Specifically considered in fiscal year 2005
with respect to annual
management incentives was the Company’s operating income for fiscal 2005,
adjusted for certain items, as compared to that set
forth in its fiscal 2005
operating plan.
Base
Salary
With
respect to annual compensation, the fundamental objective
in setting base salary
levels for the Company’s senior management is to pay competitive rates to
attract and retain high quality, competent executives.
Competitive pay levels
are determined based upon input of compensation consultants,
independent
industry surveys, proxy disclosures, salaries paid
to attract new managers and
past experience. The Human Resources Committee reviews
data generated by Mercer
Human Resource Consulting, Inc., a consultant to the
Company, for competitive
analyses. Base salary levels are determined based upon
factors such as
individual performance (e.g., leadership, level of
responsibility, management
skills and industry activities), Company performance
and competitive pay
data.
Annual
Management Incentives
In
addition to their base salary, the Company’s executives have the opportunity to
earn an annual cash bonus under the Company’s Annual Management Incentive Plan.
The annual bonus for executive officers, including
the Chief Executive Officer,
for fiscal 2005 was based on three variables: the participant’s management
position, salary and achieved Company performance for
the plan year. Performance
targets were based on operating income, using the first-in,
first-out method of
accounting for inventory valuation before adjustments
are made for reserves.
Awards were based on a percentage of base salary, with
target awards ranging
from 60% to 75% of base salaries for executive officers.
The purpose of the
annual bonus is to motivate and provide an incentive
to management to achieve
specific business objectives and initiatives as set
forth in the Company’s
annual operating plan and budget. Because the financial
performance of the
Company met or exceeded the established targeted goals,
actual bonuses paid
executive officers exceeded the target awards. For
fiscal 2005, annual cash
bonuses were awarded to each of the Named Executives
in the amounts indicated in
the Summary Compensation Table.
Future
cash bonuses for the participating executives will
be determined by the Human
Resources Committee pursuant to, or in a manner similar
to that contemplated by,
the Company’s Annual Management Incentive Plan. Pursuant to that
Plan, the
Committee would award cash bonuses to the participating
executives in the event
that the Company attains one or more pre-set performance
targets.
Stock
Options, SARs and Restricted Stock
In
connection with the executive compensation program,
long-term incentive awards
in the form of, among others, stock options, stock
appreciation rights and
restricted stock are available for grant under the
Company’s Long-Term Stock
Incentive Plan and Incentive Stock Option Plan. Awards
have been primarily in
the form of non-qualified stock options granted under
the Company’s Long-Term
Stock Incentive Plan. These arrangements balance the
annual operating objectives
of the annual cash incentive plan with the Company’s longer-term stockholder
value building strategies. The Human Resources Committee
and the Board of
Directors grant these stock-based incentive awards
from time to time for the
purpose of attracting and retaining key executives,
motivating them to attain
the Company’s long-range financial objectives, and closely aligning
their
financial interests with long-term stockholder interests
and share value.
The
Company believes that through the use of stock options,
executives’ interests
are directly tied to enhanced stockholder value. The
Human Resources Committee
of the Board (as well as the full Board) has the flexibility
of awarding
non-qualified stock options, restricted stock, stock
appreciation rights and
other stock-based awards under the Company’s Long-Term Stock Incentive Plan and
incentive stock options under the Company’s Incentive Stock Option Plan. This
flexibility enables the Company to fine-tune its grants
in order to maximize the
alignment of the interests of the stockholders and
management.
During
fiscal 2005, the Human Resources Committee awarded
nonqualified options to all
executive officers, including the Company’s Chief Executive Officer, taking into
account relevant market survey data, their position
with the Company and the
financial performance of the Company. In recognition
of personal efforts in a
significant acquisition by the Company, the Human Resources
Committee awarded
additional nonqualified options to seven (7) executive
officers, including the
Company’s Chief Executive Officer. The exercise price of the
stock options
awarded was equal to the market value of the underlying
shares on the date of
grant. Accordingly, the value of the award depends
solely upon future growth in
the share value of the Company’s Class A Stock.
Compensation
of Chief Executive Officer
For
fiscal year 2005, the compensation of Richard Sands,
the Company’s Chief
Executive Officer, was based on a variety of factors
as noted above. In this
regard, the Human Resources Committee considered the
Company’s performance, as
well as Mr. Sands’ individual performance. In addition, the compensation
packages of chief executive officers of certain comparable
companies selected by
Mercer Human Resource Consulting, Inc. were considered.
Also taken into account
was the Company’s current executive salary and compensation
structure.
Richard
Sands’ base salary is believed to be in line with salaries
of executives of
similar companies and chief executive officers with
similar responsibilities.
Pursuant to the Company’s Annual Management Incentive Plan, Mr. Sands’ annual
cash incentive attributable to fiscal 2005 was a percentage
of his base salary
based upon the Company’s fiscal 2005 operating income (using the first-in,
first-out method of accounting for inventory valuation
before adjustments are
made for reserves), as compared to that set forth in
the Company’s fiscal 2005
operating plan. The range for Mr. Sands’ cash incentive award, from threshold,
target and maximum (18.75%, 75% and 150%, respectively),
was comparable to
industry compensation survey data for executives in
Richard Sands’ position. For
the fiscal year ended February 28, 2005, Richard Sands
received a bonus of
$1,154,250, which is equal to 121.5% of his salary.
As noted elsewhere in this
Proxy Statement, during fiscal 2005, Mr. Sands also
received stock options to
purchase up to 282,800 shares of Class A Stock of the
Company.
Deductibility
of Executive Compensation
Section
162(m) of the Internal Revenue Code provides that
certain compensation in excess
of $1 million per year paid to a company’s chief executive officer and four
other most highly paid executive officers may not
be deductible by the company
unless it qualifies as performance-based compensation.
The Human Resources
Committee recognizes the benefits of structuring
executive compensation so that
Section 162(m) does not limit the Company’s tax deductions for such
compensation, and the Company’s Long-Term Stock Incentive Plan, Incentive Stock
Option Plan and Annual Management Incentive Plan
have been designed so that the
Human Resources Committee may award performance-based
compensation that is not
subject to the limits imposed by Section 162(m).
Under certain circumstances,
the Human Resources Committee may decide to award
executive compensation in an
amount and form that is not deductible under Section
162(m).
The
foregoing report is given by the members of the Human
Resources
Committee.
Human
Resources
Committee
Thomas
C. McDermott
(Chair)
Jeananne
K. Hauswald
Paul
L. Smith
Compensation
Committee Interlocks and Insider Participation
As
described above, during fiscal 2005, Jeananne Hauswald,
Thomas McDermott and
Paul Smith served as members of the Human Resources
Committee of the Company’s
Board of Directors. None of these individuals are
or have ever been officers or
employees of the Company.
Stock
Price Performance Graph
Set
forth below is a line graph comparing, for the
fiscal years ended the last day
of February 2001, 2002, 2003, 2004 and 2005, the
cumulative total stockholder
return of the Company’s Class A Stock and Class B Stock, with the cumulative
total return of the S&P MidCap 400 Index and a peer group index comprised
of
companies in the beverage industry (the “Selected Peer Group Index”) (see
footnote (1) to the graph). The graph assumes the
investment of $100.00 on
February 29, 2000 in the Company’s Class A Stock, the Company’s Class B Stock,
the S&P MidCap 400 Index and the Selected Peer Group
Index, and also assumes
the reinvestment of all dividends.
Comparison
of Five Year Cumulative Total Return
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
|
|
STZ
|
$100.00
|
$130.31
|
$221.84
|
$201.06
|
$258.78
|
$436.98
|
|
STZ.B
|
100.00
|
130.61
|
217.71
|
200.00
|
258.78
|
443.35
|
|
S
& P MidCap 400 Index
|
100.00
|
108.93
|
111.87
|
90.99
|
136.24
|
152.77
|
|
Peer
Group Index
|
100.00
|
122.31
|
125.15
|
106.45
|
145.53
|
141.55
|
____________________________
|
(1)
|
The
Selected Peer Group Index is weighted according to the
respective
issuer's stock market capitalization
and is comprised of the following
companies: Anheuser-Busch Companies,
Inc.; The Boston Beer Company, Inc.;
Brown-Forman Corporation (Class A and
Class B Shares); Cadbury Schweppes
plc; Coca-Cola Bottling Co. Consolidated;
The Coca-Cola Company; Coca-Cola
Enterprises Inc.; Diageo plc; LVMH Moet
Hennessy Louis Vuitton; Molson
Coors Brewing Company (Class B Shares);
PepsiCo, Inc.; and PepsiAmericas,
Inc.
|
There
can be no assurance that the Company’s stock performance will continue into the
future with the same or similar trends depicted by
the graph above. The Company
neither makes nor endorses any predictions as to
future stock
performance.
The
Stock Price Performance Graph set forth above shall
not be deemed incorporated
by reference in any filing under the federal securities
laws by virtue of any
general incorporation of this Proxy Statement by
reference and shall not
otherwise be treated as filed under the securities
laws.
Certain
Relationships and Related Transactions
Alexander
Berk and Barton Incorporated (“Barton”), a wholly-owned subsidiary of the
Company, are parties to an employment agreement dated
as of September 1, 1990,
as amended on November 11, 1996 and October 20, 1998,
that provides for Mr.
Berk’s compensation and sets forth the terms and conditions
of Mr. Berk’s
employment with Barton. Under his employment agreement,
Mr. Berk serves as the
President and Chief Executive Officer of Barton and,
by virtue of his current
responsibilities with Barton and his designation
by the Company as Chief
Executive Officer, Constellation Beers and Spirits,
he is deemed an executive
officer of the Company. While the initial term of
the employment agreement
expired on February 28, 2001, in accordance with
the agreement, the term is
automatically extended for one-year periods unless
either Mr. Berk or Barton
notifies the other that such party does not wish
to extend it. The agreement
will terminate prior to the expiration of the current
term (i) upon Mr. Berk’s
death or Retirement, (ii) at Barton’s election, for Cause or upon Mr. Berk’s
Complete Disability, and (iii) at Mr. Berk’s election, for Good Reason (all as
set forth in the agreement). If Barton decides not
to extend the term of the
agreement, or if the agreement terminates by reason
of Mr. Berk’s death,
Complete Disability, or Retirement, or for Good Reason,
Barton is obligated to
pay to Mr. Berk a post-termination benefit equal
to 100% of his then current
base salary plus the amount of the bonus paid to
him for the immediately
preceding fiscal year. If Mr. Berk decides not to
extend the term of the
agreement, then Barton is obligated to pay to Mr.
Berk a post-termination
benefit equal to one-half of the foregoing amount.
In the event that Mr. Berk’s
employment is terminated for Good Reason, or is terminated
by Barton for reasons
other than death, Complete Disability, Cause, or
Barton’s decision not to extend
the term of the agreement, then Mr. Berk is entitled
to be paid (i) if the
applicable conditions are satisfied, a supplementary
post-termination benefit
equal to what he otherwise would have been entitled
to receive as his share of
Barton’s contribution to its profit-sharing and retirement
plan for the fiscal
year in which such termination occurs and (ii) an
amount equal to the product of
his then current base salary multiplied by the number
of years remaining in the
then current term of the agreement. Post-termination
benefits are payable to Mr.
Berk in a lump sum as soon as practicable after his
employment terminates,
except that any supplementary post-termination benefit
is payable promptly after
Barton’s contribution to the retirement plan. The agreement
requires Mr. Berk to
keep certain information with respect to the Company
confidential during and
after his employment with the Company.
Stephen
Millar and BRL Hardy Limited (now known as Hardy
Wine Company Limited) had
entered into an Memorandum of Agreement (Service
Contract) dated as of June 11,
1996 (the “Service Contract”) that provides for Mr. Millar’s compensation and
sets forth terms and conditions of his employment
with BRL Hardy Limited. Mr.
Millar and BRL Hardy Limited also entered into a
Non-Competition Agreement
effective April 4, 2003. Effective April 8, 2003,
BRL Hardy Limited became a
wholly-owned subsidiary of the Company and is now
known as Hardy Wine Company
Limited (“Hardy”). Mr. Millar and the Company entered into a letter
agreement
under which Mr. Millar serves as the Chief Executive
Officer, Constellation
Wines and by virtue of these responsibilities, he
is deemed an executive officer
of the Company. The letter agreement provides for
certain of Mr. Millar’s
compensation arrangements and provides for additional
terms and conditions of
his employment. Those provisions of the 1996 Service
Contract not inconsistent
with the letter agreement continue. Pursuant to the
Service Contract, Mr. Millar
may receive a remuneration entitlement consisting
of his annual salary and
benefits package in the event his position becomes
redundant, including
redundancy associated with a change in control of
Hardy. The Service Contract
requires Mr. Millar to keep certain information with
respect to Hardy
confidential during and after his employment and
the Non-Competition Agreement
restrains Mr. Millar from engaging in certain activities
in competition with the
Company for a period of twelve (12) months following
termination of his
employment.
Under
the terms of a letter agreement between the Company
and Thomas Summer, Executive
Vice President and Chief Financial Officer of the
Company, if Mr. Summer’s
employment is terminated without cause or if he voluntarily
resigns within
thirty (30) days after a demotion or a material diminishment
in his
responsibilities, in either case without cause, or
if there is a change in
control of the Company, he will be entitled to receive
severance compensation
equal to his then current base compensation for a
period of twelve (12)
months.
By
an Agreement dated December 20, 1990, the Company
entered into a split-dollar
insurance agreement with a trust established by Marvin
Sands of which Robert
Sands is the trustee. Pursuant to the Agreement,
in prior years the Company has
paid the annual premium on an insurance policy (the
“Policy”) held in the trust,
and the trust has reimbursed the Company for the
portion of the premium equal to
the “economic benefit” to Marvin and/or Marilyn Sands, calculated in accordance
with the United States Treasury Department rules
then in effect. The Policy is a
joint life policy payable upon the death of Marilyn
Sands, as the survivor of
the two insureds, with a face value of $5 million.
Pursuant to the terms of the
trust, Richard Sands, Robert Sands (in his individual
capacity) and the children
of Laurie Sands (the deceased sister of Richard and
Robert Sands) will each
receive one-third of the proceeds of the Policy (after
the repayment of the
indebtedness to the Company out of such proceeds
as described below), if they
survive Marilyn Sands. While the Company made no
premium payment on behalf of
the trust in fiscal 2005, from the inception of the
agreement through the end of
fiscal 2005, the Company has paid aggregate premiums,
net of reimbursements, of
$2,382,327. The aggregate amount of such unreimbursed
premiums constitutes
indebtedness from the trust to the Company and is
secured by a collateral
assignment of the Policy. Upon the termination of
the Agreement, whether by the
death of Marilyn Sands or earlier cancellation, the
Company is entitled to be
repaid by the trust the amount of such indebtedness.
Richard
Sands and Robert Sands, among others, are
beneficial owners of L,
R, R
& M, LLC, a Delaware limited liability company, which
owns the Inn on the
Lake in Canandaigua, New York (the “Inn”). Richard Sands and Robert Sands,
among others, also have an indirect beneficial ownership
interest in Canandaigua
Hotel Corp., a New York corporation, which leases
and operates the Inn.
The Inn is frequently used by the Company for Company
functions and for its
out-of-town employees visiting the Company on business.
During the last fiscal
year, the Company paid the operators of the Inn approximately
$33,627 (exclusive
of employee reimbursed expenses).
George
Bresler, a director of the Company, is a senior counsel
of the law firm of
Kurzman Eisenberg Corbin Lever & Goodman, LLP in New York, New York. The
Company pays to Mr. Bresler individually an annual
retainer of $30,000 for his
legal services to the Company. The Company also pays
on Mr. Bresler’s behalf a
monthly premium for his medical insurance coverage.
During calendar 2004, the
cost of this coverage was approximately $404 per
month. During calendar 2005, it
will be approximately $445 per month. James A. Locke
III, a director of the
Company, is a partner in the law firm of Nixon Peabody
LLP, Rochester, New York,
the Company’s principal outside counsel.
SECTION
16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires the
Company’s directors and
executive officers, and persons who beneficially
own more than 10% of a
registered class of the Company’s equity securities, to file with the Securities
and Exchange Commission reports of ownership and
changes in ownership of the
Company’s Class A Stock and Class B Stock. Executive officers,
directors and
greater than 10% stockholders are required to furnish
the Company with copies of
all such reports they file. Based solely upon review
of copies of such reports
furnished to the Company and related information,
the Company believes that all
such filing requirements for fiscal 2005 were complied
with in a timely fashion.
STOCK
OWNERSHIP OF MANAGEMENT
The
Board has established targets for the minimum amounts
of the Company’s common
stock that its non-management directors and its executive
officers should
beneficially own. These targets for stock ownership
consider the length of a
director’s tenure on the Board or an executive officer’s tenure as an executive
officer of the Company, and individuals have five
years in which to reach their
targets. Ownership targets can be satisfied by the
beneficial ownership of Class
A Stock or Class B Stock, vested stock options, and/or
Class A Stock underlying
Constellation CDIs. The target for non-management
directors is the beneficial
ownership of two times the annual retainer, while
the target for executive
officers is based on each officer’s position in the organization and is a
multiple of annual base salary. The Chairman and
Chief Executive Officer has a
stock ownership target of four (4) times his annual
base salary. The President
and Chief Operating Officer has a stock ownership
target of three (3) times his
annual base salary. Each of the other executive officers
has a stock ownership
target of two (2) times his annual base salary. All
non-management directors and
all executive officers of the Company have met their
respective targets (based
on the closing price of Class A Stock as of February
28, 2005).
The
following table and notes thereto set forth, as of
May 31, 2005, the beneficial
ownership of Class A Stock and Class B Stock by the
Company’s directors and
nominees, the Named Executives, and all of the Company’s directors and executive
officers as a group. Additionally, as of May 31,
2005, none of such persons
holds any interest in the Company’s 5.75% Mandatory Convertible Preferred Stock.
This information is based on information furnished
to the Company by or on
behalf of each person concerned. Unless otherwise
noted, the named individual
has sole voting power and investment discretion with
respect to the shares
attributed to him or her and the percentages of ownership
are calculated on the
basis of 195,947,790 shares of Class A Stock and
23,951,260 shares of Class B
Stock outstanding as of the close of business on
May 31, 2005.
Stock
Ownership of Management
|
Name
of Beneficial Owner
|
Class
A Stock (1)
|
Class
B Stock
|
|||
|
Shares
Beneficially Owned
|
|||||
|
Outstanding
Shares
(2)
|
Shares
Acquirable
within 60 days by Exercise of Options
(3)
|
Percent
of Class Beneficially Owned
|
Shares
Beneficially
Owned
|
Percent
of Class Beneficially Owned
|
|
|
Richard
Sands
|
1,048,280 (4)
|
2,059,800 (4)
|
1.6% (4)
|
16,768,376
(4)
|
70.0%
|
|
Robert
Sands
|
1,183,736 (4)
|
1,838,600 (4)
|
1.5% (4)
|
16,762,736
(4)
|
70.0%
|
|
Alexander
L. Berk
|
46,286
|
578,880
|
*
|
-
|
*
|
|
Stephen
B. Millar
|
20,986 (5)
|
373,884
|
*
|
-
|
*
|
|
Thomas
S. Summer
|
38,922 (6)
|
399,440
|
*
|
-
|
*
|
|
George
Bresler
|
3,938
|
8,224
|
*
|
-
|
*
|
|
Jeananne
K. Hauswald
|
5,506
|
44,224
|
*
|
-
|
*
|
|
James
A. Locke III
|
18,330
|
56,224
|
* (7)
|
264
|
*
|
|
Thomas
C. McDermott
|
9,938
|
88,224
|
*
|
-
|
*
|
|
Paul
L. Smith
|
5,942
|
8,224
|
*
|
-
|
*
|
|
All
Executive Officers and Directors as
a Group
(13
persons) (8)
|
1,809,264
|
6,425,336
|
4.1% (8)
|
22,671,232
|
94.7%
|
______________________
*
Percentage does not exceed one percent (1%)
of the outstanding
shares of such class.
|
(1)
|
The
shares and percentages of Class A
Stock set forth in
this table do not include (i) shares
of Class A Stock that may be acquired
within sixty (60) days by an employee
under the Company’s Employee Stock
Purchase Plan (because such number
of shares is not presently
determinable) and (ii) shares of
Class A Stock that are issuable pursuant
to the conversion feature of the
Company’s Class B Stock, although such
information is provided in a footnote
where appropriate. For purposes of
calculating the percentage of Class
A Stock beneficially owned in the
table and in the footnotes, additional
shares of Class A Stock equal to
the number of presently exercisable
options and, as appropriate, the
number of shares of Class B Stock
owned by the named person or by the
persons in the group of executive
officers and directors are assumed
to be
outstanding only for that person
or group of persons pursuant to Rule
13-3(d)(1) under the Securities Exchange
Act.
|
|
(2)
|
Includes
the number of shares of Class A Stock
that underlie
any holdings of CHESS Depositary
Interests.
|
|
(3)
|
Reflects
the number of shares of Class A Stock
that can be
purchased by exercising stock options
that are exercisable on May 31, 2005
or become exercisable within sixty
(60) days thereafter. Such number
does
not include the number of option
shares that may become exercisable
within
sixty (60) days of May 31, 2005 due
to certain acceleration provisions
in
certain awards, which accelerations
cannot be foreseen on the date of
this
Proxy Statement.
|
|
(4)
|
Includes
shares in which the named individual
shares voting
power or investment discretion. See
tables and footnotes under “Beneficial
Ownership” above for information with respect
to such matters and for the
number and percentage of shares of
Class A Stock that would be owned
assuming the conversion of Class
B Stock into Class A
Stock.
|
|
(5)
|
This
amount includes 19,550 shares of
Class A Stock that
underlie the CHESS Depositary Interests
held by Mr. Millar. Such amount
does not include 29,122 shares of
Class A Stock that underlie the CHESS
Depositary Interests held by his
spouse and for which Mr. Millar disclaims
beneficial ownership.
|
|
(6)
|
Mr.
Summer shares the power to vote and
dispose of 36,302
shares with his spouse. Such number
does not include 1,600 shares of
Class
A Stock that his spouse holds as
a custodian and for which Mr. Summer
disclaims beneficial ownership.
|
|
(7)
|
Assuming
the conversion of Mr. Locke’s 264 shares of Class B
Stock into Class A Stock, Mr. Locke
would beneficially own 74,818 shares
of Class A Stock, representing less
than one percent (1%) of the
outstanding Class A Stock after such
conversion.
|
|
(8)
|
This
group consists of the Company’s current executive
officers and directors. Assuming
the conversion of a total of 22,671,232
shares of Class B Stock beneficially
owned by the executive officers and
directors as a group into Class A
Stock, all executive officers and
directors as a group would beneficially
own 30,905,832 shares of Class A
Stock, representing 13.7% of the
outstanding Class A Stock after such
conversion.
|
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
Director
Nominees
The
Board of Directors of the Company nominated
seven (7) directors to be elected by
the stockholders to hold office until the next
Annual Meeting of Stockholders
and until their successors are elected and
qualified. The nominees for election
to the Board of Directors are Richard Sands,
Robert Sands, George Bresler,
Jeananne K. Hauswald, James A. Locke III, Thomas
C. McDermott and Paul L. Smith,
all of whom currently serve as directors of
the Company. Of the seven (7)
nominees, Messrs. McDermott and Smith have
been designated as the nominees to be
elected by the holders of the Class A Stock,
voting as a separate class. The
remaining five (5) nominees are to be elected
by the holders of the Class A
Stock and the Class B Stock, voting as a single
class.
Management
does not anticipate that any of the nominees
will become unavailable for any
reason, but if that should occur before the
Meeting, proxies will be voted FOR
another nominee or nominees to be selected
by the Board of Directors of the
Company. The following paragraphs contain certain
biographical information about
the nominees. The reported age of each nominee
is as of June
17, 2005.
|
George
Bresler
|
Director
since 1992
|
Mr.
Bresler, age 80, has been engaged in the practice
of law since 1957. Mr. Bresler
is senior counsel of the law firm of Kurzman
Eisenberg Corbin Lever &
Goodman, LLP. Prior to that time, since 1992,
he was a partner of that firm and
its predecessor firms, in New York, New York.
Mr. Bresler provides legal
services to the Company.
|
Jeananne
K. Hauswald
|
Director
since 2000
|
Ms.
Hauswald, age 61, has been a managing partner
of Solo Management Group, LLC, a
corporate finance and investment management
consulting company, since September
1998. From 1987 to her retirement in 1998,
Ms. Hauswald was employed by The
Seagram Company Ltd., a beverage and entertainment/communications
company, where
she served in various positions, including
Vice President Human Resources from
1990 to 1993 and Vice President and Treasurer
from 1993 to 1998. Ms. Hauswald
currently serves on the Board of Directors
of Thomas & Betts
Corporation.
|
James
A. Locke III
|
Director
since 1983
|
Mr.
Locke, age 63, has been engaged in the practice
of business and corporate law,
including primarily, mergers and acquisitions,
since 1971. He is, and has been
since 1996, a partner with the law firm of
Nixon Peabody LLP. He is located in
the Rochester, New York office of the firm.
Nixon Peabody LLP is the Company’s
principal outside counsel. Prior to joining
Nixon Peabody LLP, Mr. Locke
practiced law in Rochester as a partner with
another law
firm.
|
Thomas
C. McDermott
|
Director
since 1997
|
Mr.
McDermott, age 68, has been Chairman of GPM
Associates, LLP (formerly, Forbes
Products, LLC), a custom vinyl business products
company, since January 1998.
From 1994 to 1997, Mr. McDermott was President
and Chief Executive Officer of
Goulds Pumps, Incorporated, a centrifugal pumps
company for industrial, domestic
and agricultural markets, where he also was
Chairman from 1995 to 1997. From
1986 to 1993, he was President and Chief Operating
Officer of Bausch & Lomb
Incorporated, a contact lens, lens-care and
eyewear products company.
|
Richard
Sands, Ph.D.
|
Director
since 1982
|
Mr.
Sands, age 54, is the Chairman of the Board and
Chief Executive Officer of the
Company. He has been employed by the Company
in various capacities since 1979.
He was elected Chief Executive Officer in October
1993 and has served as a
Director since 1982. In September 1999, Mr. Sands
was elected Chairman of the
Board. He served as Executive Vice President
from 1982 to May 1986, as President
from May 1986 to December 2002 and as Chief Operating
Officer from May 1986 to
October 1993. He is the brother of Robert Sands.
|
Robert
Sands
|
Director
since 1990
|
Mr.
Sands, age 47, is President and Chief Operating
Officer of the Company. He was
appointed to these positions in December 2002
and has served as a director since
January 1990. He also served as Group President
from April 2000 to December
2002, as Chief Executive Officer, International
from December 1998 through April
2000, as Executive Vice President from October
1993 through April 2000, as
General Counsel from June 1986 to May 2000,
and as Vice President from June 1990
through October 1993. He is the brother of
Richard Sands.
|
Paul
L. Smith
|
Director
since 1997
|
Mr.
Smith, age 69, retired from Eastman Kodak Company
in 1993 after working there
for thirty-five years. Mr. Smith was employed
in various positions at Eastman
Kodak Company, the last of which was from 1983
to 1993, when he served as Senior
Vice President and Chief Financial Officer.
Also from 1983 to 1993, Mr. Smith
served on the Board of Directors of Eastman
Kodak Company. Mr. Smith currently
serves on the Board of Directors of Home Properties,
Inc.
See
also information regarding George Bresler, Richard
Sands and Robert Sands under
the caption “Certain Relationships and Related Transactions.” For information
with respect to the number of shares of the Company’s common stock beneficially
owned by each of the above named director nominees,
see the table and the
footnotes thereto under the caption “Stock Ownership of
Management.”
Director
Compensation
The
Company’s current compensation program for the period
beginning July 15, 2003
through August 31, 2004, and annually thereafter
unless otherwise changed by the
Board of Directors is to pay its non-management
directors for their services as
directors, partly in cash, partly in restricted
stock, and partly in stock
options. The cash component consists of (i) an
annual retainer of $35,000, (ii)
a Board meeting fee of $1,500 for each Board
meeting attended (which includes
regular, special and annual Board meetings and
attendance in person or by
conference telephone); (iii) a committee meeting
fee of $750 per meeting for
each committee meeting attended (including attendance
by conference telephone);
and (iv) an annual fee of $8,000 paid for the
position of Chair of the Audit
Committee and a fee of $4,000 paid for the position
of Chair of each of the
Human Resources Committee and the Corporate Governance
Committee. Effective
September 1, 2004, the committee meeting fee
was increased to $1,000 per meeting
for each committee meeting attended (including
attendance by conference
telephone), the annual fee paid for the position
of Chair of the Audit Committee
was increased to $10,000 and the annual fee paid
for the position of Chair of
each of the Human Resources Committee and the
Corporate Governance Committee was
increased to $5,000.
In
addition to the cash payments, the compensation
program anticipates that each
non-management director will receive annually,
if and as approved by the Board
of Directors, a grant of non-qualified stock
options and, commencing in
September 2004 and annually thereafter, a restricted
stock award. Subject to
Board approval, the number of shares on an annual
basis which may be subject to
an option grant for each non-management director
will not exceed the number
obtained by dividing $70,000 by the closing price
of the Company’s Class A
shares on the date of the grant. Also subject
to Board approval, the number of
shares of restricted stock that will be awarded
to each non-management director
will be calculated by dividing the sum of $20,125
by the closing price of the
Company’s Class A shares on the date of grant. During
fiscal 2005, the Company
awarded a stock option to purchase up to 3,710
shares of Class A Stock to each
of the non-management directors, at an exercise
price of $18.86 per share and
with an exercise period of March 29, 2005 through
September 29, 2014. Consistent
with this compensation program, during fiscal
2005, each of the non-management
directors also was granted 1,066 restricted shares
of the Company’s Class A
Stock. On the date of grant, the Company’s Class A Stock was valued at $18.86
per share. Subject to applicable provisions in
the award document, the
restricted stock will vest on September 29, 2005.
The
Company also reimburses its directors for reasonable
expenses incurred in
connection with attending meetings of the Board
of Directors and committees of
the Board of Directors, and directors also receive
complimentary Company
products. The Company’s non-management directors are George Bresler,
Jeananne K.
Hauswald, James A. Locke III, Thomas C. McDermott
and Paul L. Smith. The
remaining two directors, Richard Sands and Robert
Sands, who are also employees
of the Company, receive no additional compensation
for serving as directors. The
Board of Directors is expected to consider director
compensation at a future
Board meeting, at which time the compensation
paid to directors may be
modified.
The
Board of Directors and Committees of the Board
On
December 19, 2003, the Board of Directors adopted
revised Board of Directors
Corporate Governance Guidelines containing categorical
standards for determining
director independence. These were subsequently
revised again on December 22,
2004. The Board of Directors Corporate Governance
Guidelines are available on
the Company’s website at www.cbrands.com
under Investors/Corporate Governance and an excerpt
containing the categorical
standards is appended to this Proxy Statement.
The Board of Directors has
affirmatively determined that each current member
of the Board, other than
Richard Sands and Robert Sands, meets the categorical
standards set by the Board
to qualify as an independent director. Therefore,
a majority of the members of
the current Board of Directors are independent.
The Board of Directors of the
Company held nine (9) meetings during the Company’s fiscal year ended February
28, 2005. In addition, the non-management members
of the Board of Directors, all
of whom are independent, meet periodically in
regularly scheduled sessions
without management. The non-management directors
select a Lead Director. In
accordance with the Board of Directors Corporate
Governance Guidelines, Jeananne
Hauswald presides at these meetings in her capacity
as Lead Director.
Stockholders or other interested parties may
arrange to communicate directly
with the directors, the Lead Director or the
non-management directors as a group
by writing to them in the care of the Company
at 370 Woodcliff Drive, Suite 300,
Fairport, New York 14450. The Company will forward
all such communications
(other than unsolicited advertising materials).
Committees
of the Board include a standing Audit Committee,
Corporate Governance Committee
and Human Resources Committee. During fiscal
2005, each of the incumbent
directors, during his or her period of service,
attended at least 75% of the
total number of meetings held by the Board and
each committee of the Board on
which he or she served. The Company’s directors are encouraged to attend the
Company’s Annual Meeting and all directors attended the
Company’s 2004 Annual
Meeting of Stockholders.
Audit
Committee. The
Audit Committee is a standing committee currently
composed of Paul L. Smith
(Chair), Jeananne K. Hauswald and Thomas C. McDermott,
each of whom the Board of
Directors has determined is an audit committee
financial expert. Additionally,
each is independent in accordance with the definition
in the New York Stock
Exchange’s listing standards, the requirements of the
Securities and Exchange
Commission and the Categorical Standards of Independence
contained within the
Company’s Board of Directors Corporate Governance Guidelines
and none of whom
simultaneously serve on the audit committees
of more than two publicly
registered companies. The Audit Committee operates
under a written charter that
was approved by the Company’s Board of Directors and which is appended to
this
Proxy Statement, and is also available on the
Company’s website at www.cbrands.com
under Investors/Corporate Governance. This Committee
performs the Board of
Directors’ oversight responsibilities as they relate to
the Company’s accounting
policies, internal controls and financial reporting
practices. In addition, this
Committee maintains a line of communication between
the Board of Directors and
the Company’s financial management, internal auditors and
independent
accountants. The Audit Committee held eight (8)
meetings during fiscal 2005.
Corporate
Governance Committee. The
Corporate Governance Committee is a standing
committee currently composed of
James A. Locke III (Chair), George Bresler, Jeananne
K. Hauswald, Thomas C.
McDermott and Paul L. Smith, each of whom is
independent in accordance with the
definition in the New York Stock Exchange’s listing standards and the
Categorical Standards of Independence contained
within the Company’s Board of
Directors Corporate Governance Guidelines. This
committee functions as the
nominating committee of the Board of Directors
and operates under a written
charter that was approved by the Company’s Board of Directors. The Corporate
Governance Committee Charter is available on
the Company’s website at
www.cbrands.com
under Investors/Corporate Governance. The Corporate
Governance Committee
identifies individuals qualified to become Board
members, consistent with
criteria and qualifications for membership approved
by the Board and selects, or
recommends that the Board select, director nominees
for the annual meetings of
stockholders. The Corporate Governance Committee
advises the Board concerning
the appropriate composition of the Board and
its committees, develops and
recommends to the Board the corporate governance
guidelines applicable to the
Company, and advises the Board regarding appropriate
corporate governance
practices and assists the Board in achieving
them. Among other matters, this
Committee also makes recommendations to the Board
with respect to an officer to
be designated as Chief Executive Officer and
a director to serve as Chairman of
the Board. In addition, this Committee recommends
to the Board compensation for
directors who are neither present nor former
full-time officers of the Company.
In 2005, the Committee recommended to the Board
a governance requirement, which
the Board adopted, that limits each of the Company’s directors to membership on
no more than four (4) public company boards,
including the Board of
Constellation Brands, Inc. This Committee held
three (3) meetings during fiscal
2005.
The
Corporate Governance Committee identifies potential
director candidates from any
outside advisors it may retain, as well as from
other members of the Board,
executive officers and other contacts. The Corporate
Governance Committee will
consider nominations by stockholders of the Company.
Those nominations must
include sufficient biographical information so
that the Committee can
appropriately assess the proposed nominee’s background and qualifications. In
its assessment of potential candidates, the Corporate
Governance Committee will
review the candidate’s character, wisdom, acumen, business experiences
and
understanding of the Company’s business environment, and ability to devote
the
time and effort necessary to fulfill his or her
responsibilities, all in the
context of the perceived needs of the Board at
that time.
To
be considered for nomination at the 2006 Annual
Meeting of Stockholders,
stockholder submissions for nomination should
be received in writing at the
Company’s offices, to the attention of the Corporate
Secretary, Constellation
Brands, Inc., 370 Woodcliff Drive, Suite 300,
Fairport, New York 14450, no later
than February 17, 2006. Stockholder recommendations
made in accordance with
these procedures will receive the same consideration
and be evaluated in the
same manner as other potential nominees.
Human
Resources Committee. The
Human
Resources Committee is a standing committee currently
composed of Thomas C.
McDermott (Chair), Jeananne K. Hauswald and Paul
L. Smith, each of whom is
independent in accordance with the definition
in the New York Stock Exchange’s
listing standards and the Categorical Standards
of Independence contained within
the Company’s Board of Directors Corporate Governance Guidelines.
This committee
functions as the compensation committee of the
Board of Directors and operates
under a written charter that was approved by
the Company’s Board of Directors.
The Human Resources Committee Charter is available
on the Company’s website at
www.cbrands.com
under
Investors/Corporate Governance. The Human Resources
Committee fulfills the Board
of Directors’ responsibilities relating to the compensation
of the Company’s
executives, including the Chief Executive Officer.
Additionally, the Human
Resources Committee monitors, among other matters:
human resources policies and
procedures as they relate to the goals and objectives
of the Company and good
management practices; the Company’s material policies and procedures which
relate to compliance with pertinent human resources
laws and regulations, the
human resources aspects of the ethical conduct
of the business, and the
management of human resources capital; and procedures
and internal controls that
relate to personnel administration, pay practices
and benefits administration.
The Human Resources Committee is responsible
for reviewing total executive
compensation in relation to individual executive
performance, Company
performance, salary information and other parameters
deemed reasonable in the
assignment of executive compensation levels.
This Committee also reviews and
approves executive benefits and perquisites and
reviews performance systems,
including reward programs. The Human Resources
Committee is responsible for
evaluating the performance of the Chief Executive
Officer and approves his
salary, as well as the salaries of other executives.
This Committee also
presently administers the Company’s Long-Term Stock Incentive Plan, Incentive
Stock Option Plan, Annual Management Incentive
Plan, 1989 Employee Stock
Purchase Plan and U.K. Sharesave Scheme, and
reviews succession planning for the
Company and other important human resources issues.
The Human Resources
Committee held four (4) meetings during fiscal
2005.
Audit
Committee Report
The
following report shall not be deemed incorporated
by reference in any filing
under the federal securities laws by virtue of
any general incorporation of this
Proxy Statement by reference and shall not otherwise
be treated as filed under
the securities laws.
The
Audit
Committee of the Board of Directors provides
oversight to the Company’s
financial reporting process through periodic
meetings with the Company’s
independent public accountants, internal auditors
and management. The management
of the Company is responsible for the preparation
and integrity of the financial
reporting information and related systems of
internal controls. The independent
public accountants are responsible for performing
an independent audit of the
Company’s consolidated financial statements in accordance
with generally
accepted auditing standards and for issuing a
report thereon. They are also
responsible for issuing a report on the effectiveness
of the Company’s internal
control over financial reporting and management’s assessment of the internal
control over financial reporting. The Committee,
in carrying out its role,
relies on the Company’s senior management and its independent public
accountants.
In
connection with the preparation and filing of
the Company’s Annual Report on
Form 10-K for the fiscal year ended February
28, 2005, the Audit Committee met,
reviewed and discussed with the Company’s management and with KPMG LLP, the
Company’s independent public accountants, the audited
financial statements of
the Company and related disclosures, and the
assessment of the adequacy and
effectiveness of the Company’s internal control over financial reporting.
Also,
the Committee discussed with KPMG LLP, with respect
to the fiscal year ended
February 28, 2005, the matters required to be
discussed by Statement on Auditing
Standards (“SAS”) No. 61, as amended by SAS 89 and SAS 90 (Codification
of
Statements on Auditing Standards, AU § 380).
In
addition, the Committee received the written
disclosures and the letter from
KPMG LLP required by Independence Standards Board
Standard No. 1 (Independence
Discussions with Audit Committees) and discussed
with KPMG LLP the independence
of that firm as the Company’s independent public accountants.
Based
on
the review and discussions described above, the
Audit Committee recommended to
the Board of Directors that the Company’s audited financial statements be
included in the Company’s Annual Report on Form 10-K for the fiscal year
ended
February 28, 2005 for filing with the Securities
and Exchange
Commission.
The
Audit
Committee has adopted a policy for the pre-approval
of audit and non-audit
services that may be provided by the Company’s independent auditors. The
Committee’s policy is to pre-approve all audit and permissible
non-audit
services provided by KPMG LLP prior to the engagement.
Any pre-approval is
detailed as to the particular service or category
of services and is generally
subject to a specific budget. The Audit Committee
has delegated to its
Chairperson authority to pre-approve proposed
audit and non-audit services that
arise between Audit Committee meetings, provided
that the decision to approve
the service is presented at the next scheduled
Audit Committee meeting. All
audit and non-audit services performed by KPMG
LLP during the fiscal year ended
February 28, 2005 were pre-approved in accordance
with this policy. These
services have included audit services, audit-related
services and tax services.
The Committee did not pre-approve any other products
or services that did not
fall into these categories and KPMG LLP provided
no other products or services
during the past fiscal year. Information concerning
the aggregate fees billed by
KPMG LLP in the last two fiscal years for audit
and non-audit services is set
forth in the Company’s Proxy Statement under Proposal No. 2, titled
“Selection
of Independent Accountants.”
Audit
Committee
Paul
L. Smith
(Chair)
Jeananne
K.
Hauswald
Thomas
C.
McDermott
Vote
Required
A
plurality of the votes cast at the Meeting
by the holders of Class A Stock is
required for the election of the two (2) directors
to be elected by the holders
of Class A Stock. A plurality of the votes
cast at the Meeting by the holders of
Class A Stock and Class B Stock voting together
as a single class is required
for the election of the five (5) directors
to be elected by the holders of Class
A Stock and Class B Stock voting as a single
class, with holders of Class A
Stock having one (1) vote per share and holders
of Class B Stock having ten (10)
votes per share.
The
Board of Directors recommends a vote FOR the
nominees. Unless authority to vote
for one or more of the nominees is specifically
withheld, the shares represented
by your proxy, if properly executed and returned,
and not revoked, will be voted
FOR the election of all the nominees for whom
you are entitled to
vote.
PROPOSAL
NO. 2
SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
On
April
7, 2005, the Audit Committee determined to
engage KPMG LLP to serve as the
Company’s independent public accountants for the fiscal
year ending February 28,
2006. Although ratification by stockholders
of this selection is not required,
the
selection of KPMG LLP as the Company’s independent public accountants will be
presented to the stockholders for their ratification
at the Annual Meeting. If
the stockholders do not ratify the selection
of KPMG LLP, the Audit Committee
will reconsider its choice. The firm of KPMG
LLP, Certified Public Accountants,
served as the independent public accountants
of the Company for the fiscal years
ended February 28, 2005 and February 29, 2004.
The
following fees were billed to the Company by
KPMG LLP for services rendered
during the fiscal years ended February 28,
2005 and February 29,
2004:
Audit
Fees: These
amounts relate to the annual audit of the Company’s consolidated financial
statements included in the Company’s Annual Report on Form 10-K, quarterly
reviews of interim financial statements included
in the Company’s Form
10-Q
reports, service normally provided by the independent
auditor in connection with
statutory or regulatory filings or its engagement
for the indicated fiscal year,
statutory audits of certain of the Company’s subsidiaries, and services relating
to filings under the Securities Act of 1933
and the Exchange Act of 1934,
including fees associated with Section 404
of the Sarbanes-Oxley Act of 2002.
The aggregate audit fees billed by KPMG LLP
for the year ended February 28, 2005
were $4,217,287, which amount included approximately
$85,000 of out-of-pocket
expenses. For the year ended February 29, 2004
these audit fees were $1,228,498,
which amount included approximately $60,000
of out-of-pocket expenses.
Audit-Related
Fees: These
amounts relate to benefit plan reviews, assistance
on acquisitions/divestitures
and other audit-related projects, and the services
comprising these fees were in
the nature of various employee benefit plan
audits and reviews, as well as
review of an investment in a foreign subsidiary.
The aggregate audit-related
fees billed by KPMG LLP for the year ended
February 28, 2005 were $46,608 and
for the year ended February 29, 2004 were $126,213.
Tax
Fees: These
amounts relate to professional services for
tax compliance, tax advice and tax
planning. The aggregate tax fees billed by
KPMG LLP for the year ended February
28, 2005 were $46,143 and for the year ended
February 29, 2004 were an aggregate
of $2,316,175. The services comprising these
fees were tax compliance, tax
advice and tax planning.
All
Other Fees: These
amounts relate to all other products and services
provided to the Company by
KPMG LLP, other than services disclosed in
the categories above. For the years
ended February 28, 2005 and February 29, 2004,
KPMG LLP did not provide any
products or services other than as disclosed
above and, consequently, did not
bill the Company for any fees other than as
disclosed above.
The
Audit
Committee has reviewed the non-audit services
provided by KPMG and has
determined that the non-audit services provided
by KPMG LLP are compatible with
maintaining the independence of such auditors.
Please see the Audit Committee
Report for information concerning the Audit
Committee’s policy regarding
pre-approval of audit and non-audit services
provided by KPMG LLP.
A
representative of KPMG LLP is expected to be
present at the Meeting and will be
given an opportunity to make a statement if
he or she so desires and will be
available to respond to any appropriate questions.
Vote
Required
The
adoption of Proposal No. 2 to ratify the selection
of KPMG LLP as the Company’s
independent public accountants requires the
affirmative vote of a majority of
the votes entitled to be cast by stockholders
present in person or represented
by proxy at the Meeting. With respect to this
proposal, holders of Class A Stock
and Class B Stock will vote together as a single
class at the Meeting, with
holders of Class A Stock having one (1) vote
per share and holders of Class B
Stock having ten (10) votes per share.
The
Board of Directors recommends that the stockholders
ratify the selection of KPMG
LLP as the independent public accountants of
the Company for the fiscal year
ending February 28, 2006 and, accordingly,
recommends that you vote FOR Proposal
No. 2. Unless
otherwise directed therein, the shares represented
by your proxy, if properly
executed and returned, and not revoked, will
be voted FOR such proposal.
PROPOSAL
NO. 3
PROPOSED
AMENDMENT TO THE
COMPANY’S
RESTATED CERTIFICATE OF INCORPORATION
General
The
Board
of Directors has approved, subject to the approval
of the stockholders of the
Company, an amendment to the Company’s Restated Certificate of Incorporation
(the “Proposed Amendment”). The Proposed Amendment would increase the
number of
authorized shares of Class A Stock to 300,000,000
shares. As a result of this
increase, the aggregate number of authorized
shares of the Company would be
increased to 331,000,000 shares. No other change
to the Company’s Restated
Certificate of Incorporation (the “Certificate”) would result from the Proposed
Amendment.
The
Certificate currently authorizes the Company
to issue an aggregate of
306,000,000 shares, consisting of 275,000,000
shares of Class A Stock,
30,000,000 shares of Class B Stock and 1,000,000
shares of Preferred Stock
having a par value of $.01 per share. The Proposed
Amendment will increase the
number of authorized shares of Class A Stock
by 25,000,000 shares. If approved
by the stockholders of the Company at the Annual
Meeting, the Proposed Amendment
will become effective when it is filed with
the Delaware Secretary of
State.
The
Board
of Directors has recommended that the stockholders
of the Company approve the
Proposed Amendment. A copy of the Certificate
and of the Proposed Amendment are
available from the Company’s Secretary at 370 Woodcliff Drive, Suite 300,
Fairport, New York 14450.
Reasons
for Increasing the Number of Shares
The
primary purpose of the Proposed Amendment
is to provide sufficient authorized
shares of Class A Stock to accommodate the
issuance of shares under the
Company’s stock-based plans. The shares authorized
by the Proposed Amendment
would also be available for use from time
to time for corporate purposes that
the Board of Directors may consider desirable.
The availability of an adequate
supply of authorized and unissued shares
of Class A Stock, Class B Stock and
Preferred Stock benefits the Company by providing
it with flexibility in
utilizing the shares for future stock dividends
and other proper corporate
purposes, including acquisitions, equity
financings, other stock distributions,
and grants of options and other stock rights,
all as deemed necessary or
advisable by the Board of Directors. If the
stockholders approve the Proposed
Amendment, the Company will have additional
authorized but unissued shares of
Class A Stock that may be issued by the Board
of Directors of the Company,
without the necessity of any further stockholder
action, except to the extent
otherwise required by applicable law, regulations
or the rules of any stock
exchange or other market system on which
the Company’s securities may then be
listed.
The
Company has no present plans, understandings,
agreements or arrangements for the
issuance of any shares of Class A Stock except
for the issuance of Class A Stock
(i) pursuant to the Company’s stock-based plans and outstanding options/rights
under those plans (including compensation
arrangements of directors, if and as
approved by the Board of Directors), (ii)
upon the conversion of shares of Class
B Stock (shares of Class B Stock are convertible
into shares of Class A Stock on
a one-to-one basis at any time at the option
of the holder), (iii) upon the
conversion of Constellation CDIs (Constellation
CDIs are convertible into shares
of Class A Stock on a ten-to-one basis at
any time at the option of the holder),
and (iv) upon the conversion of the
Company's depositary shares, each
representing 1/40 of a share of the
Company's 5.75% Series A Mandatory
Convertible Preferred Stock. (On September
1, 2006, each depositary share will
automatically convert into between
1.4638 and 1.7858 shares of Class A
Stock; at any time prior to September 1,
2006, holders may elect to convert each
depositary share into 1.4638 shares of Class
A Stock. If the closing price per
share of the Company's Class
A Stock exceeds $25.62 for at least 20
trading days within a period of 30 consecutive
trading days, the Company may
elect, subject to certain limitations, to
cause the conversion of all, but not
less than all, of the depositary shares then
outstanding into shares of Class A
Stock at a conversion rate of 1.4638 shares
of Class A Stock for each depositary
share. In each case, the conversion
rate is subject to certain
adjustments.)
Vote
Required
The
adoption of Proposal No. 3 to approve the Proposed
Amendment requires the
affirmative vote of the holders of a majority
of all outstanding shares of Class
A Stock and Class B Stock entitled to vote
thereon. With respect to this
proposal, holders of Class A Stock and Class
B Stock will vote together as a
single class at the Meeting, with holders of
Class A Stock having one (1) vote
per share and holders of Class B Stock having
ten (10) votes per
share.
The
Board of Directors recommends that the stockholders
approve the Proposed
Amendment to increase the number
of authorized shares of the Company’s
Class A Stock from 275,000,000 to 300,000,000
shares. Accordingly, the
Board of Directors recommends that you vote
FOR Proposal No.
3. Unless
otherwise directed therein, the shares represented
by your proxy, if properly
executed and returned, and not revoked, will
be voted FOR such
proposal.
STOCKHOLDER
PROPOSALS FOR THE 2006 ANNUAL MEETING
In
order for any stockholder proposal submitted
pursuant to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934,
as amended (the “Act”), to be
included in the Company’s Proxy Statement to be issued in connection
with the
2006 Annual Meeting of Stockholders, such proposal
must be received by the
Company no later than February 17, 2006. Nominations
for directors submitted by
stockholders must also be received no later
than February 17, 2006.
Any
notice of a proposal submitted outside the
processes of Rule 14a-8 promulgated
under the Act, which a stockholder intends
to bring forth at the Company’s 2006
Annual Meeting of Stockholders, will be untimely
for purposes of Rule 14a-4 of
the Act and the By-laws of the Company, if
received by the Company after
February 17, 2006.
AVAILABLE
INFORMATION
The
Company has furnished its financial statements
to stockholders by including in
this mailing the Company’s 2005 Annual Report to Stockholders. In addition,
upon
the request of any stockholder, the Company
will provide, without charge, a copy
of its Annual Report on Form 10-K for the fiscal
year ended February 28, 2005,
as filed with the Securities and Exchange Commission
(excluding the exhibits
thereto). Written requests for such copies
should be directed to Investor
Relations Department, Constellation Brands,
Inc., 370 Woodcliff Drive, Suite
300, Fairport, New York 14450; telephone number:
(888) 922-2150.
The
Company’s Code of Business Conduct and Ethics, Global
Code of Responsible
Practices for Beverage Alcohol Advertising
and Marketing, Chief Executive
Officer and Senior Financial Executive Code
of Ethics, Board of Directors
Corporate Governance Guidelines and the charters
of the Audit Committee, the
Corporate Governance Committee and the Human
Resources Committee are available
on the Company’s website at www.cbrands.com
under
“Investors/Corporate Governance” and are also available in print to any
shareholder who requests them. Such requests
should be directed to Investor
Relations Department, Constellation Brands,
Inc., 370 Woodcliff Drive, Suite
300, Fairport, New York 14450. Additionally,
any amendments to, and waivers
granted to the Company’s directors and executive officers under the
Company’s
codes of ethics will be posted in this area
of the Company’s
website.
OTHER
As
of the date of this Proxy Statement, the Board
of Directors does not intend to
present, and has not been informed that any
other person intends to present, any
matter at the Meeting other than those specifically
referred to in this Proxy
Statement. If any other matters properly come
before the Meeting, it is intended
that the holders of the proxies will act in
respect thereto in accordance with
their best judgment.
BY
ORDER OF THE BOARD
OF DIRECTORS
/s/
David S.
Sorce
DAVID
S. SORCE,
Secretary
Fairport,
New York
June
17, 2005