8-K: Current report filing
Published on August 2, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) July 28, 2005
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-08495
|
16-0716709
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
370
Woodcliff Drive, Suite 300, Fairport,
NY 14450
|
|
(Address
of Principal Executive
Offices)
(Zip Code)
|
Registrant’s
telephone number, including area code (585)
218-3600
|
Not
Applicable
|
|
(Former
name or former address, if changed since last
report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneous
satisfy
filing obligation of the registrant under any of the following provisions
(see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a.12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01.
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
The
compensation arrangements for non-management directors of Constellation
Brands,
Inc. include cash, restricted stock and stock option components. At a
meeting
held on July 28, 2005, the Board of Directors (the “Board”) of Constellation
Brands, Inc. (the “Company”) took the following actions with regard to certain
of the compensatory arrangements for Company’s non-management directors. Each of
these actions was recommended by the Corporate Governance Committee and
was
effective on July 28, 2005. Members of the Board of Directors who are
members of
management continue to serve without any additional fee or other compensation
for their service on the Board.
Approval
of Annual Cash Retainer for Non-Management Directors
The
Board
increased the annual cash retainer to $50,000 payable in quarterly installments
of $12,500 at the beginning of each fiscal quarter.
Approval
of Board Meeting Fees
The
Board
increased the Board meeting fee to $2,000 for each Board meeting attended
(which
includes regular, special and annual Board meetings and attendance in
person or
by conference telephone.)
Approval
of Committee Meeting Fees
The
Board
increased the committee meeting fee to $1,500 for each committee meeting
attended (including attendance by conference telephone.)
Approval
of Annual Committee Chair Fees
The
Board
increased the fee for the position of Audit Committee Chair to $12,000
annually,
payable in quarterly installments of $3,000. The Board also increased
the fees
for the position of Chair of the Human Resources Committee and the position
of
Chair of the Corporate Governance Committee each to $9,000 annually,
each
payable in quarterly installments of $2,250.
Approval
of Stock Option Grant
Non-management
directors of the Company are eligible to receive an annual grant of
non-qualified stock options, if and as approved by the Board. The number
of
shares of the Company’s Class A Common Stock that may be subject to an annual
option grant will not exceed the number obtained by dividing $70,000
by the
closing price of the Company’s Class A Common Stock on the date of grant. The
Board has not modified this arrangement. Consistent with this manner
of
calculation of the annual stock option grant, on July 28, 2005, each
non-management director of the Company was granted an option to purchase
up to
2,503 shares of the Company’s Class A Common Stock at an exercise price of
$27.96 per share and with an exercise period of January 28, 2006 through
July
28, 2015. On the date of grant, the closing price of the Company’s Class A
Common Stock was $27.96 per share.
Approval
of Restricted Stock Award
Non-management
directors of the Company are eligible to receive an annual award of restricted
shares of the Company’s Class A Common Stock, if and as approved by the Board.
The Board modified the manner of calculating the number of shares of
restricted
stock that may be subject to this annual award so that the number of
shares of
restricted stock that may be awarded is calculated by dividing the sum
of
$40,000 by the closing price of the Company’s Class A Common Stock on the date
of grant. Consistent with this manner of calculation of the annual restricted
stock award, on July 28, 2005, each non-management director of the Company
received an award of 1,430 restricted shares of the Company’s Class A Common
Stock. On the date of the award, the closing price of the Company’s Class A
Common Stock $27.96 per share. Subject to applicable provisions in the
award
document, the restricted stock will vest on July 28, 2006.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
|
CONSTELLATION
BRANDS, INC.
|
||
|
Date:
August 2, 2005
|
By:
|
/s/
Thomas J. Mullin
|
|
Thomas
J. Mullin,
Executive
Vice
President
|
||
|
Exhibit
Number
|
Description
|
|
|
(1)
|
UNDERWRITING
AGREEMENT
|
|
|
Not
Applicable.
|
||
|
(2)
|
PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
|
|
|
Not
Applicable.
|
||
|
(3)
|
ARTICLES
OF INCORPORATION AND BYLAWS
|
|
|
Not
Applicable.
|
||
|
(4)
|
INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
|
|
|
Not
Applicable.
|
||
|
(7)
|
CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
|
|
|
Not
Applicable.
|
||
|
(14)
|
CODE
OF ETHICS
|
|
|
Not
Applicable.
|
||
|
(16)
|
LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
|
|
|
Not
Applicable.
|
||
|
(17)
|
CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
|
|
|
Not
Applicable.
|
||
|
(20)
|
OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
|
|
|
Not
Applicable.
|
||
|
(23)
|
CONSENTS
OF EXPERTS AND COUNSEL
|
|
|
Not
Applicable.
|
||
|
(24)
|
POWER
OF ATTORNEY
|
|
|
Not
Applicable.
|
||
|
(99)
|
ADDITIONAL
EXHIBITS
|
|
|
Not
Applicable.
|
||
|
(100)
|
XBRL-RELATED
DOCUMENTS
|
|
|
Not
Applicable.
|