8-K: Current report filing
Published on August 1, 2006
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
27, 2006
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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370 Woodcliff Drive, Suite 300, Fairport, NY
14450
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(585)
218-3600
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended
to
simultaneously satisfy the 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 27, 2006, 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 27, 2006. 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 $60,000 payable in quarterly installments
of $15,000 at the beginning of each fiscal quarter.
Approval
of Board Meeting Fees
The
Board
increased the Board meeting fee to $2,500 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
Non-management
directors will continue to receive a committee meeting fee in the amount
of
$1,500 for each committee meeting attended (including attendance by conference
telephone.)
Approval
of Annual Committee Chair Fees
The
fee
for the position of Audit Committee Chair remains $12,000 annually, payable
in
quarterly installments of $3,000. The fees for the position of Chair of the
Human Resources Committee and the position of Chair of the Corporate Governance
Committee each remain $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 27, 2006, each
non-management director of the Company was granted an option to purchase
up to
2,836 shares of the Company’s Class A Common Stock at an exercise price of
$24.68 per share and with an exercise period of January 27, 2007 through
July
27, 2016. On the date of grant, the closing price of the Company’s Class A
Common Stock was $24.68 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 number of shares of restricted stock that may be subject to this annual
award 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. The Board has not modified
this arrangement. Consistent with this manner of calculation of the annual
restricted stock award, on July 27, 2006, each non-management director of
the
Company received an award of 1,620 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 $24.68 per share. Subject to applicable provisions in the
award
document, the restricted stock will vest on July 27, 2007.
In
addition to the foregoing compensatory arrangements, non-management directors
also receive complimentary company products having a value of up to $5,000.
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.
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CONSTELLATION
BRANDS, INC.
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Date: July
31, 2006
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By:
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/s/
Thomas S. Summer
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Thomas
S. Summer,
Executive
Vice
President
and
Chief
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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Not
Applicable.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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