8-K: Current report filing
Published on April 9, 2007
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) April 3,
2007
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
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 5.02
|
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
|
(e)
Compensatory
Arrangements of Certain Officers.
At
a
meeting held on April 3, 2007, the Human Resources Committee (the “Committee”)
of the Board of Directors (the “Board”) of Constellation Brands, Inc. (the
“Company”) took the following actions with regard to certain compensatory
arrangements for certain of the Company’s senior management personnel, including
its executive officers.
Approval
of Fiscal 2008 Base Salaries
The
Committee set annual base salaries, for the fiscal year ending February
29, 2008
(“FY 2008”), for certain of the Company’s senior management personnel, including
its executive officers. The following table sets forth the annual base
salary
levels for Fiscal 2008 of those executive officers identified
below:
|
Name
And Position
|
FY
2008
Base
salary
|
|
Richard
Sands,
Chairman
of the Board and
Chief
Executive Officer
|
$1,081,600
|
|
Robert
Sands, President and
Chief
Operating Officer
|
$
886,912
|
|
Alexander
L. Berk,
Chief
Executive Officer,
Constellation
Beers and Spirits
|
$
632,485
|
|
Thomas
S. Summer, Executive
Vice
President and Chief
Financial Officer
|
$
507,181
|
FY
2007 Incentive Award
The
Committee
determined that Alexander L. Berk would receive $548,316 to be paid
as an annual
incentive award under the Company’s Annual Management Incentive Plan (the
“AMIP”) in accordance with its 2007 Fiscal Year Program for Executive Officers
(the “2007 Program”). The amount of the award was calculated in accordance with
the terms of the 2007 Program based on three variables: the participant’s
management position, salary and achieved Company, including divisional,
performance for the plan year. The award was based on a percentage
of base
salary. Performance targets were based on operating income, using the
first-in,
first-out method of accounting for inventory valuation before any adjustments
are made for reserves. No AMIP awards under the 2007 Program were made
to any of
the Company’s other executive officers, including the executive officers other
than Mr. Berk identified above.
FY
2007 Cash Bonus Awards
The
Committee
awarded discretionary cash bonuses to its executive officers, in recognition
of
efforts expended throughout the entire fiscal year ended February 28,
2007 and
the results achieved during that time in order to further the business
and
initiatives of the Company. Each executive officer was awarded a bonus
amount
equal to 24.5% of salary, other than Richard Sands and Robert Sands
who each
were awarded a bonus amount equal to 42% of salary and Alexander Berk
who was
awarded a bonus amount equal to 4.9% of salary. The
following table sets forth the cash bonus awards of those executive
officers
identified below:
|
Name
|
Award
|
|
Richard
Sands
|
$
436,348
|
|
Robert
Sands
|
$
357,805
|
|
Alexander
L. Berk
|
$
29,800
|
|
Thomas
S. Summer
|
$
119,175
|
Stock
Option Awards
The
Committee granted options to purchase shares of its Class A Common
Stock under
its Amended and Restated Long-Term Stock Incentive Plan (the “Stock Plan”) to
certain of its management personnel, including its executive officers.
The
following table sets forth information regarding grants to those executive
officers identified below:
|
Name
|
Number
Of Stock Options (1)
|
Exercise
Price Per Share
(2)
|
|
Richard
Sands
|
364,093
|
$
20.79
|
|
Robert
Sands
|
364,093
|
$
20.79
|
|
Alexander
L. Berk
|
208,550
|
$
20.79
|
|
Thomas
S. Summer
|
176,850
|
$
20.79
|
_____________________________
(1)
Each
of the options granted has a 10-year term, subject to earlier termination
upon
the occurrence of certain events related to termination of employment.
One-fourth of the options become exercisable on each of the following
anniversary dates: April 3, 2008, April 3, 2009, April 3, 2010 and
April 3, 2011
provided that the option holder remains employed on that date. Under
the terms
of the Stock Plan, options become fully exercisable immediately in
the event of
a change in control.
(2)
The
exercise price is equal to the closing price of the Class A Common
Stock on the
New York Stock Exchange on April 3, 2007.
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: April
9, 2007
|
By:
|
/s/
Thomas S. Summer
|
|
Thomas
S. Summer,
Executive
Vice
President
and
Chief
Financial Officer
|
||
INDEX
TO EXHIBITS
|
Exhibit
No.
|
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.
|