8-K: Current report filing
Published on May 2, 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 27,
2007
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):
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| 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)) |
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ITEM 5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN
OFFICERS.
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| (e) | Compensatory Arrangements of Certain Officers. |
At
a
meeting held on April 27, 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.
Adoption
of Amendment Number 3 to the Company’s Annual Management Incentive
Plan
On
April
27, 2007, the Human Resources Committee of the Board of Directors
approved
Amendment Number 3 to the Company’s Annual Management Incentive Plan (the
“Amendment”). The Amendment is effective as of April 27, 2007, and is
subject to
shareholder approval. The Amendment modifies the Annual Management
Incentive
Plan (the “Plan”) as follows:
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(1)
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increases
to $5 million the maximum bonus that any Participating
Executive (as that
term is defined in the Plan) may receive in any
fiscal year;
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(2)
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amends
the definitions of “Disability” and “Retirement” as those terms are
defined in Annex A of the Plan; and
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(3)
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amends
the definition of “Performance Criteria” as that term is defined in Annex
A of the Plan by expanding the list of potential
performance measures from
which the Committee can select when making awards
under the
Plan.
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A
copy of
the Amendment as approved by the Committee is filed as Exhibit
99.1 hereto and
incorporated herein by reference.
Criteria
for 2008 Fiscal Year Incentive Awards
Following
approval of Amendment Number 3 to the Company’s Annual Management Incentive Plan
(as more fully described above), the Committee adopted the
2008 Fiscal Year
Award Program for Executive Officers (the “2008 Program for Executive
Officers”), thereby establishing the performance criteria and the
targets under
the Annual Management Incentive Plan for the Company’s fiscal year ending
February 29, 2008. Pursuant to the 2008 Program for Executive Officers,
incentive awards for the Company’s 2008 fiscal year will be based on a
percentage of base salary, depending upon the participant’s management position,
and achieved performance during the plan year.
As
only
executive officers of the Company participate in the 2008
Program for Executive
Officers, performance will be based solely upon achieved
Company performance or
a combination of achieved Company and division performance
for the plan year,
with potential
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awards
ranging from a minimum of 17.5% to a maximum of 240% of base
salaries for
executive officers. Performance targets are based upon:
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(1)
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“EBIT”
(Earnings Before Interest and Taxes), which is
equal to the sum of
Operating Income plus Equity in Earnings of Equity
Method Investees.
“EBIT” is measured based on the Company’s performance for the period from
March 1, 2007 through February 29, 2008.
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(2)
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“Free
Cash Flow”, which is equal to Net Cash Provided by (Used
in) Operating
Activities minus Purchases of Property, Plant and
Equipment. “Free Cash
Flow” is measured based on the Company’s performance for the period from
March 1, 2007 through February 29, 2008.
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ITEM 9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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Exhibits.
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The
following exhibit is furnished as part of this
Current Report on Form
8-K:
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Exhibit
No.
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Description
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99.1
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Amendment
Number 3 to the Company’s Annual Management Incentive
Plan.
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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:
May 2,
2007
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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
No.
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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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(99.1)
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Amendment
Number 3 to the Company’s Annual Management Incentive
Plan.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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